View:
United States securities and exchange commission logo
February 18, 2021
Peter Yu
Chief Executive Officer
Cartesian Growth Corporation
505 Fifth Avenue, 15th Floor
New York, New York 10017
Re: Cartesian Growth
Corporation
Registration
Statement on Form S-1
Filed February 5,
2021
File No. 333-252784
Dear Mr. Yu:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1. We note that Section
9.3 of the warrant agreement filed as Exhibit 4.4 includes an
applicable law
provision limiting where claims may be brought (i.e., the courts of the
State of New York or
the United States District Court for the Southern District of New
York). Please add
disclosure and a risk factor about this provision including whether it
applies to claims made
under the federal securities laws, a description of any risks or other
impacts on investors,
and whether there is uncertainty as to its enforceability.
2. We note that you are
offering one-third of a redeemable warrant with each unit. However,
you continue to refer
to the units as including one-half of a redeemable warrant in your
exhibits. Please revise
your exhibits.
Peter Yu
Cartesian Growth Corporation
February 18, 2021
Page 2
Signatures, page II-4
3. We reissue comment 1. Please have your principal accounting officer or
controller sign
the registration statement. Refer to Instruction 1 to Signatures on
Form S-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jorge Bonilla at 202-551-3414 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
FirstName LastNamePeter Yu Sincerely,
Comapany NameCartesian Growth Corporation
Division of
Corporation Finance
February 18, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName