Peter Yu
About Peter Yu
Peter Yu is Chairman of the Board and Chief Executive Officer of Cartesian Growth Corporation II (ticker RENEF), a Cayman Islands SPAC; he is a U.S. person and controls Pangaea Three-B, LP, the sole member of CGC II Sponsor LLC, which holds founder shares and private placement warrants . RENEF’s Class A share closed at $12.20 on October 17, 2025, and the proxy anticipates a ~$12.24 trust redemption price for the extension vote; as a SPAC, RENEF has no operating revenue/EBITDA metrics, and performance is driven by trust value, redemptions, and deal execution rather than fundamentals . On October 16, 2025, RENEF signed a non-binding Letter of Framework with PLXSUR to pursue a potential business combination (execution risk remains until a definitive agreement and closing) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cartesian Growth Corporation II (RENEF) | Chairman & Chief Executive Officer | Not disclosed | Leads SPAC strategy and execution; oversees extension process and potential PLXSUR transaction |
| Pangaea Three-B, LP (sole member of Sponsor) | Controller | Not disclosed | Controls Sponsor that owns founder shares and influences SPAC capital structure and voting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CGC II Sponsor LLC | Indirect controller (via Pangaea Three-B, LP) | Not disclosed | Sponsor beneficially owns 5,750,000 founder shares and private placement warrants; key lever on alignment and voting outcomes |
Fixed Compensation
| Component | Amount | Terms | Notes |
|---|---|---|---|
| Base Salary | $0 | No cash pay to officers/directors | Company states no cash compensation for services rendered to date |
| Target Bonus % | N/A | Not disclosed | No bonus framework disclosed for SPAC officers |
| Actual Bonus Paid | N/A | Not disclosed | No cash bonuses disclosed |
| Administrative Services Fee (Sponsor) | $10,000 per month | Office space, admin and support services until business combination or liquidation | Paid to Sponsor; not direct salary but a related-party cash outflow |
Performance Compensation
- Founder equity is the primary incentive: founder shares are worthless if no business combination occurs, creating strong at‑risk alignment to closing a deal (and potential conflict in deal selection) .
- Private placement warrants: 8,900,000 sold at IPO; Sponsor is party to a warrant exchange into 349,947 PubCo shares at closing per the Private Placement Warrant Support Agreement, altering the Sponsor’s equity profile post‑deal .
- No disclosed short-term performance metrics (e.g., revenue growth, EBITDA, TSR percentile) drive officer pay at this SPAC stage .
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Peter Yu) | 5,749,998 Class A founder shares and 2 Class B founder shares via Sponsor; approx. 44.2% of outstanding ordinary shares |
| Shares outstanding (record date) | 12,999,712 Ordinary Shares (12,999,710 Class A; 2 Class B) |
| Ownership as % outstanding | 44.2% |
| Vested vs unvested | Not disclosed in proxy; founder shares at risk if no business combination |
| Options/warrants | Sponsor initially held 8,900,000 private placement warrants; 6,600,000 to be exchanged into 349,947 PubCo shares at closing per support agreement |
| Pledging/Hedging | No pledging/hedging of shares disclosed in beneficial ownership section/footnotes |
| Stock ownership guidelines | Not disclosed |
Employment Terms
- Employment start date, contract term, severance, change-of-control triggers, non-compete/non-solicit, garden leave, and consulting arrangements: not disclosed in the extension proxy .
- Administrative Services Agreement: Sponsor receives $10,000 per month until an initial business combination or liquidation .
- Officers/directors expect to continue serving; future compensatory arrangements may occur post‑business combination (no current cash compensation) .
Board Governance
- Dual role: Peter Yu serves as Chairman and CEO, increasing influence over strategy and governance and raising typical independence concerns .
- Director election prior to business combination: Class B shareholders exclusively appoint/remove directors; Class B holders intend to elect directors by written resolution around the meeting date .
- Insiders collectively own approximately 44.2% of ordinary shares and plan to vote in favor of extension and adjournment proposals .
- Committee memberships, chair roles, independence designations, and attendance rates: not disclosed in this proxy .
Director Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Founder shares for independent director nominees | 100,000 founder shares held by CGC II Sponsor DirectorCo LLC for benefit of nominees | Sponsor is sole managing member of DirectorCo; part of founder equity structure |
| Cash retainers/fees | Not disclosed | No cash compensation disclosed for directors to date |
| Equity grants (annual) | Not disclosed | Structure centers on founder shares; no ongoing equity program disclosed |
Compensation Structure Analysis
- Shift to equity-at‑risk: No salary/bonus; sponsor founder equity is fully at risk if no deal closes, aligning incentives to consummate a transaction, but potentially encouraging acceptance of suboptimal deals to avoid liquidation .
- Related-party economics: Ongoing $10,000/month admin fee to Sponsor and aggregate Sponsor loans ($10,550,000) repayable only upon business combination increase pressure to close a deal and represent potential conflicts .
- Warrant exchange and share transfer: Planned exchange of private placement warrants for PubCo shares and a transfer of 1,000,000 Sponsor shares to certain company shareholders as part of the framework indicates negotiation levers that affect dilution and post‑deal alignment .
Related Party Transactions and Conflicts
- Sponsor loans: Aggregate $10,550,000, payable without interest upon consummation of a business combination; unlikely to be repaid if no deal closes .
- IPO loans and instruments: $4,600,000 Sponsor Loan at IPO; private placement warrants sold with proceeds to trust; Sponsor loan can be repaid or converted into sponsor loan warrants at $1.00 .
- Admin fees: $10,000 per month to Sponsor until business combination or liquidation .
- Potential share purchases: Sponsor/officers/directors/affiliates may purchase public shares to limit redemptions (subject to tender offer restrictions, voting/waiver conditions, and pre‑meeting 8‑K disclosure) .
Performance & Track Record
| Indicator | Data | Context |
|---|---|---|
| Share price (Oct 17, 2025) | $12.20 | Near anticipated redemption price of ~$12.24 for extension vote; SPAC trust-driven trading |
| Business combination progress | Non-binding LOF with PLXSUR signed Oct 16, 2025 | Execution risk persists until definitive agreement and closing |
| Operating metrics (revenue/EBITDA) | Not applicable | SPAC stage—no operating performance metrics |
Risk Indicators & Red Flags
- Founder shares and private warrants become worthless if no business combination; strong incentive to close a deal even under adverse terms .
- High insider voting power (44.2%) and Class B exclusive director election pre‑deal concentrate control; independence concerns with Chairman/CEO dual role .
- Redemptions risk and trust cash sufficiency: prior extensions saw large redemptions; current extension could materially reduce trust, impacting deal feasibility .
- Regulatory/structural risks: PFIC tax status implications, Investment Company Act exposure, potential CFIUS review for U.S. targets, and SPAC rule changes add uncertainty .
- Related-party economics (Sponsor loans, admin fees) may bias decision‑making; share purchases to limit redemptions carry governance optics and potential market impact .
Equity Ownership & Alignment (Detail)
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | % Outstanding Ordinary Shares |
|---|---|---|---|---|---|
| CGC II Sponsor LLC | 5,749,998 | 44.2% | 2 | 100% | 44.2% |
| Peter Yu (through Sponsor/Pangaea Three-B, LP) | 5,749,998 | 44.2% | 2 | 100% | 44.2% |
| Meteora Capital LLC | 1,943,116 | 14.9% | – | – | 14.9% |
| Mizuho Financial Group, Inc. | 1,231,705 | 9.5% | – | – | 9.5% |
| W. R. Berkley Corporation | 1,080,913 | 8.3% | – | – | 8.3% |
Footnotes: Pangaea Three‑B, LP is the sole member of Sponsor and is controlled by Peter Yu; he may be deemed to share voting/dispositive control and disclaims beneficial ownership except to extent of pecuniary interest .
Board Service History and Committee Roles
- Board service: Current Chairman and CEO; years of service not disclosed in this proxy .
- Committee memberships/chair roles: Not disclosed .
- Independence status: Not expressly stated; combined Chairman/CEO role indicates reduced structural independence .
- Executive sessions and attendance: Not disclosed .
- Dual‑role implications: Concentrated authority increases execution capability but heightens governance risk (particularly in SPAC contexts with sponsor‑related incentives) .
Investment Implications
- Alignment vs conflict: Peter Yu’s at‑risk founder equity and large insider stake strongly align him to closing a transaction; related‑party economics (Sponsor loans and admin fees) and dual‑role governance elevate conflict risk and scrutiny of deal quality .
- Trading signals: Share price near trust value underscores redemption dynamics; insiders’ voting power favors extension approval, but deal completion hinges on redemptions, regulatory risks, and definitive PLXSUR terms .
- Retention/continuity: No cash comp and founders’ exposure suggest persistence through closing; post‑deal compensation and governance structure will be critical to reassessing pay‑for‑performance and independence .