Form SC 13G Cartesian Growth Corp Filed by: CANTOR FITZGERALD SECURITIES

May 16, 2022 3:43 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

 

Cartesian Growth Corporation II
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.0001 per share
(Titles of Class of Securities)
 
G19305 104
(CUSIP Number)
 
May 9, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 2 of 10

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cantor Fitzgerald Securities

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,500,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,500,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,500,000*

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

FOOTNOTE:

 

*

Consists of 1,500,000 shares of common stock, currently held in units.

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 3 of 10

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cantor Fitzgerald, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,500,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,500,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,500,000*

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

 
12

TYPE OF REPORTING PERSON

 

PN

 

 

FOOTNOTES:

 

*

Consists of 1,500,000 shares of common stock, currently held in units.

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 4 of 10

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

CF Group Management, Inc.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,500,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,500,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,500,000*

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

 
12

TYPE OF REPORTING PERSON

 

CO

 

 

FOOTNOTES:

 

*

Consists of 1,500,000 shares of common stock, currently held in units.

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 5 of 10

 

1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Howard W. Lutnick

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,500,000*

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,500,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,500,000*

 
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.5%

 
12

TYPE OF REPORTING PERSON

 

IN

 

 

FOOTNOTE:

 

*

Consists of 1,500,000 shares of common stock, currently held in units.

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 6 of 10

 

Item 1(a). Name of Issuer:
   
  Cartesian Growth Corporation II
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

505 FIFTH AVENUE, 15TH FLOOR

NEW YORK NY 10017

   
Item 2(a). Name of Person Filing:
   
 

Cantor Fitzgerald Securities, Cantor Fitzgerald, L.P., CF Group Management, Inc. and Howard W. Lutnick (collectively, the “Reporting Persons”).

 

Item 2(b). Address of Principal Business Office or, if none, Residence:
   
 

110 East 59th Street

New York, New York 10022

 

Item 2(c). Citizenship:
   
  Cantor Fitzgerald Securities is a general partnership formed in New York. Cantor Fitzgerald, L.P. is a Delaware limited partnership, CF Group Management, Inc. is a New York corporation and Mr. Lutnick is a citizen of the United States of America.
   
Item 2(d). Titles of Classes of Securities:
   
  Class A Ordinary Shares, par value $0.0001 per share.
   
Item 2(e). CUSIP Number:
   
  G19305 104

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

 

  (a) Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
  (b) Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
  (f) Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
  (g) Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h) Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i) Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
  (j) Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
  (k) Group in accordance with §240.13d-1(b)(1)(ii)(K).
       
  If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: __________

 

 

 

  

CUSIP No. G19305 104 SCHEDULE 13G Page 7 of 10

 

Item 4. Ownership
 

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of May 9, 2022, the Reporting Persons may be deemed to beneficially own an aggregate of 1,500,000 Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”) of Cartesian Growth Corporation II (the “Issuer”), representing 7.50% of the Issuer’s outstanding Common Stock.

 

The percentage of the Common Stock held by the Reporting Persons is based on 20,000,000 Ordinary Shares outstanding as of the closing of the Issuer’s initial public offering on May 10, 2022 as reported in the Issuer’s final prospectus on form 424(b) filed with the Securities and Exchange Commission on May 9, 2022, and assumes no exercise of warrants, if any, held by the Reporting Persons.

 

Cantor Fitzgerald Securities ("CFS") is the record holder of the securities reported herein.

 

CF Group Management, Inc. ("CFGM") is the managing general partner of Cantor Fitzgerald, L.P. ("Cantor") and directly or indirectly controls the managing general partner of CFS. Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM's sole stockholder. Cantor, indirectly, holds a majority of the ownership interests of CFS. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFS. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. 

 

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 8 of 10

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding

Company.

   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certification.

  

By signing below the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 9 of 10

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 16, 2022

 

  CANTOR FITRZGERALD SECURITIES
     
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
     
  CANTOR FITZGERALD, L.P.
     
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
       
  CF GROUP MANAGEMENT, INC.
     
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
     
  By: /s/ Howard W. Lutnick
    Howard W. Lutnick

 

[Schedule 13G – Cartesian Growth Corporation II – May 2022]

 

 

 

 

CUSIP No. G19305 104 SCHEDULE 13G Page 10 of 10

 

Exhibit Index

 

Exhibit No.   Description
99.1   Joint Filing Agreement, dated as of May 16, 2022, by and among the Reporting Persons

 

 

 

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

 

Date: May 16, 2022

 

  CANTOR FITZGERALD SECURITIES
   
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
 

 

CANTOR FITZGERALD, L.P.

   
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
 

 

CF GROUP MANAGEMENT, INC.

   
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title: Chief Executive Officer
   
   
  By: /s/ Howard W. Lutnick
    Howard W. Lutnick.

 

[Schedule 13G – Cartesian Growth Corporation II – Joint Filing Agreement – May 2022]

 

 



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