QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
/A | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-third of one warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
CARTESIAN GROWTH CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
September 30, 2022 (Unaudited) |
December 31, 2021 (Audited) |
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Assets |
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Cash |
$ | $ | ||||||
Prepaid Expenses |
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Total Current Assets |
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Cash and marketable securities held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit |
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Accounts payable and accrued expenses |
$ | $ | ||||||
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Total Current Liabilities |
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Convertible promissory note – related party |
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Deferred underwriting fee |
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Warrant liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Redeemable Ordinary Shares |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total Shareholders’ Deficit |
( |
) |
( |
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Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit |
$ |
$ |
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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2022 |
2021 |
2022 |
2021 |
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Operating costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income (expense) |
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Interest earned on cash and marketable securities held in Trust Account |
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Interest expense – debt discount |
( |
) | — | ( |
) | — | ||||||||||
Offering costs allocated to warrants |
— | — | — | ( |
) | |||||||||||
Excess of Private Warrants fair value over purchase price |
— | — | — | ( |
) | |||||||||||
Change in fair value of warrant liability |
( |
) | ||||||||||||||
Unrealized loss – treasury bills |
— | ( |
) | — | ||||||||||||
Change in fair value of conversion option liability |
— | — | ||||||||||||||
Total other income (expense) |
( |
) |
( |
) | ||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Basic and diluted weighted average shares outstanding; Class A ordinary shares subject to possible redemption |
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Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net income (loss) per share, Class B ordinary shares |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
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Balance as of December 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
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Balance as of March 31, 2022 |
( |
) |
( |
) | ||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance as of June 30, 2022 |
( |
) |
( |
) | ||||||||||||||||
Remeasurement of Class A ordinary shares subject to possible redemption |
— | — | — | ( |
) | ( |
) | |||||||||||||
Net income |
— | — | — | |||||||||||||||||
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Balance as of September 30, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
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Class A Ordinary shares |
Class B Ordinary shares |
Additional Paid-in |
Accumulated |
Total Shareholders’ |
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Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance as of January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Sale of |
— | — | — | |||||||||||||||||||||||||
Sale of |
— | — | — | — | — | |||||||||||||||||||||||
Initial classification of warrant liability |
— | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Remeasurement of Class A ordinary shares possible subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
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Balance as of March 31, 2021 |
( |
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( |
) | ||||||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Remeasurement of Class A ordinary shares possible subject to possible redemption |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance as of June 30, 2021 |
( |
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( |
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Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
Remeasurement of Class A ordinary shares possible subject to possible redemption |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
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Balance as of September 30, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
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For the Nine Months Ended September 30, |
For the Nine Months Ended September 30, |
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2022 |
2021 |
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Cash flows from operating activities: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Interest earned on cash and marketable securities held in Trust Account |
( |
) | ( |
) | ||||
Interest expense – debt discount |
— |
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Offering costs allocated to warrants |
— | |||||||
Excess of Private Warrants fair value over purchase price |
— | |||||||
Change in fair value of warrant liability |
( |
) | ( |
) | ||||
Unrealized loss – treasury bills |
— | |||||||
Change in fair value of conversion option liability |
( |
) |
— |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||||||
Accounts payable and accrued expenses |
( |
) | ||||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Investing Activities: |
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Investment of cash in Trust Account |
— | ( |
) | |||||
Net cash used in investing activities |
— |
( |
) | |||||
Cash Flows from Financing Activities: |
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Proceeds from sale of Units, net of underwriting commissions |
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Proceeds from sale of Private Warrants |
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Proceeds from issuance of promissory note to Sponsor |
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Payment on promissory issued to Sponsor |
— | ( |
) | |||||
Payment of deferred offering costs |
— | ( |
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Net cash provided by financing activities |
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Net change in cash |
( |
) |
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Cash, beginning of period |
— | |||||||
Cash, end of the period |
$ |
$ |
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Supplemental disclosure of cash flow information: |
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Initial classification of Class A ordinary shares subject to possible redemption |
$ | — | $ | |||||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ | $ | ||||||
Deferred underwriters’ discount payable charged to additional paid-in capital |
$ | — | $ | |||||
Initial classification of warrant liability |
$ | — | $ | |||||
Gross Proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
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Remeasurement of carrying value to redemption value |
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Interest earned on Trust Account |
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Class A ordinary shares subject to possible redemption at December 31, 2021 |
$ |
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Interest earned on Trust Account |
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Class A ordinary shares subject to possible redemption at September 30, 2022 |
$ |
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
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2022 |
2021 |
2022 |
2021 |
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Class A ordinary shares subject to possible redemption |
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Numerator: Net income (loss) allocable to Class A ordinary shares subject to possible redemption |
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Net (loss) income |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Less: Allocation of income (loss) to Class B ordinary shares |
( |
) | ( |
) | ||||||||||||
Proportionate share of net income (loss) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Denominator: Weighted Average Class A ordinary shares subject to possible redemption |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Class B ordinary shares |
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Numerator: Net income (loss) allocable to Class B ordinary shares |
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Net (loss) income |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Less: Allocation of net income (loss) to Class A ordinary shares subject to possible redemption |
( |
) | ( |
) | ||||||||||||
Proportionate share of net (loss) income |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Denominator: Weighted Average Class B ordinary shares |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Level 1 – | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 – | Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. | |
Level 3 – | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
• | in whole and not in part; |
• | at a price of $0.01 per Warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; |
• | if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations. and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the Warrants. |
September 30, 2022 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
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Liabilities: |
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Public Warrants Liability |
$ | $ | $ | $ | ||||||||||||
Private Warrants Liability |
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$ | $ | $ | $ | |||||||||||||
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December 31, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
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Assets: |
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U.S. Money Market held in Trust Account |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
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Public Warrants Liability |
$ | $ | $ | $ | ||||||||||||
Private Warrants Liability |
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$ | $ | $ | $ | |||||||||||||
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Fair Value at January 1, 2022 |
$ | |||
Change in fair value |
( |
) | ||
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Fair Value at March 31, 2022 |
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Change in fair value |
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Fair Value at June 30, 2022 |
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Change in fair value |
( |
) | ||
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Fair Value at September 30, 2022 |
$ | |||
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Fair Value at January 1, 2021 |
$ | |||
Initial fair value of Public Warrants and Private Warrants |
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Transfer of Public Warrants to Level 1 |
( |
) | ||
Change in fair value |
( |
) | ||
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Fair Value at December 31, 2021 |
$ | |||
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September 30, 2022 |
December 31, 2021 |
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Risk-free interest rate |
% | % | ||||||
Expected term remaining (years) |
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Expected volatility |
% | % | ||||||
Trading stock price |
$ | $ |
May 25, 2022 |
September 30, 2022 |
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Warrant Valuation Terms |
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Risk-free interest rate |
% |
% | ||||||
Expected term remaining (years) |
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Expected volatility |
% |
% | ||||||
Trading share price |
$ |
$ |
May 25, 2022 |
September 30, 2022 |
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Compound Option Terms |
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Strike price – debt conversion |
$ |
$ |
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Strike price – warrants |
$ |
$ |
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Term – debt conversion |
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Term – warrant conversion |
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Probability of consummation of a Business Combination |
% |
% | ||||||
Probability of consummation of a Business Combination – Target Date 11/30/2022 |
% |
% | ||||||
Probability of consummation of a Business Combination – Target Date 2/28/2023 |
% |
% |
Fair value at May 25, 2022 (date of issuance) |
$ | |||
Change in fair value |
( |
) | ||
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Fair value at June 30, 2022 |
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Change in fair value |
( |
) | ||
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Fair value at September 30, 2022 |
$ | |||
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i. | all representations and warranties of us and the PIPE Investor contained in the relevant PIPE Subscription Agreement will be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreements), which representations and warranties will be true in all respects) at, and as of, the PIPE Closing; |
ii. | all conditions precedent to the Closing will have been satisfied or waived; and |
iii. | without the consent of the PIPE Investor, the Business Combination Agreement cannot be amended, modified or waived in a manner that reasonably would be expected to materially and adversely affect the economic benefits the PIPE Investor reasonably would expect to receive under the PIPE Subscription Agreement. |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 18, 2022 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report, except for the following:
We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our Class A ordinary shares after December 31, 2022.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which, among other things, imposes a 1% excise tax on any domestic corporation the stock of which is traded on an established securities market (a “covered corporation”) that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, subject to certain exceptions and adjustments. Because the combined company will be a Delaware corporation and our securities are expected to trade on Nasdaq following the Business Combination, we will be a “covered corporation” within the meaning of the Inflation Reduction Act following the Business Combination. Further, because we will domesticate as a corporation formed under the laws of the State of Delaware in connection with the Business Combination, the Excise Tax may apply to any redemptions of our Class A ordinary shares following the domestication after December 31, 2022, including redemptions in connection with the Business Combination, unless an exemption is available.
If the Business Combination is completed on or before December 31, 2022, we would not be subject to the excise tax as a result of shareholders exercising their redemption rights. However, if the Business Combination occurs any time after December 31, 2022, any redemption or other repurchase that occurs in connection with the Business Combination may be subject to the excise tax. Issuances of stock in connection with the Business Combination may reduce the amount of the Excise Tax in connection with redemptions occurring in the same taxable year, but the fair market value of stock redeemed may exceed the fair market value of stock issued. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Further, the application of the Excise Tax in the event of a liquidation is uncertain.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application also may change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete our initial business combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On February 26, 2021, we consummated the initial public offering, including the full exercise of the over-allotment option by the underwriters on February 23, 2021, of 34,500,000 units, at $10.00 per unit, generating gross proceeds of $345,000,000. The registration statements on Form S-1 (File Nos. 333-252784 and 333-253428) for our initial public offering were declared effective by the SEC on February 23, 2021.
On December 31, 2020, we issued 7,187,500 Class B ordinary shares (the “founder shares”) to the sponsor for a total subscription price of $25,000, or approximately $0.003 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In February 2021, the sponsor transferred an aggregate of 75,000 founder shares to our independent directors. On February 23, 2021, we effected a recapitalization of 1,437,500 Class B ordinary shares, resulting in there being an aggregate of 8,625,000 founder shares issued and outstanding. No underwriting discounts or commissions were paid with respect to such issuances. On February 23, 2021, the underwriters exercised in full their over-allotment option in the initial public offering. Accordingly, none of the founder shares were forfeited, resulting in an aggregate of 8,625,000 founder shares issued and outstanding.
As previously reported on a Current Report on Form8-K, on February 26, 2021, simultaneously with the consummation of our initial public offering, we consummated the private placement of an aggregate of 8,900,000 private placement warrants to the sponsor at a price of $1.00 per private placement warrant, generating total proceeds of $8,900,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the sale of the private placement warrants.
26
A total of $345,000,000 (or $10.00 per Unit) of the net offering proceeds of the initial public offering and the sale of the private placement warrants was placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.
On May 25, 2022, we issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of $500,000 to the sponsor, which was funded in its entirety by the sponsor upon execution of the Working Capital Note. The Working Capital Note does not bear interest and the principal balance will be payable on the earlier to occur of (i) the date on which we consummate an initial Business Combination and (ii) the date that our winding up is effective (such earlier date, the “Maturity Date”). In the event we consummate an initial Business Combination, the sponsor has the option, on the Maturity Date, to convert all or any portion of the principal outstanding under the Working Capital Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Working Capital Note being converted, divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. The issuance of the Working Capital Note was approved by the board of directors and the audit committee on May 25, 2022 and was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of September 30, 2022 and December 31, 2021, the Company had $477,038 and $0 borrowings under the Working Capital Note, net of debt discount of $22,962 and $0, respectively.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
27
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
* | Filed herewith |
** | Furnished herewith |
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARTESIAN GROWTH CORPORATION | ||||||
Date: November 4, 2022 | By: | /s/ Peter Yu | ||||
Name: | Peter Yu | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) | ||||||
Date: November 4, 2022 | By: | /s/ Gregory Armstrong | ||||
Name: | Gregory Armstrong | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
29
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15(d)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Yu, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Cartesian Growth Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 4, 2022
/s/ Peter Yu |
Peter Yu Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15(d)-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Armstrong, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Cartesian Growth Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 4, 2022
/s/ Gregory Armstrong |
Gregory Armstrong Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cartesian Growth Corporation (the Company) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Peter Yu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Dated: November 4, 2022
/s/ Peter Yu |
Peter Yu Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cartesian Growth Corporation (the Company) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the Report), I, Gregory Armstrong, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
Dated: November 4, 2022
/s/ Gregory Armstrong |
Gregory Armstrong Chief Financial Officer (Principal Financial and Accounting Officer) |