Cartesian Growth II (REEUF) SEC Filings

Cartesian Growth Corporation II and InoBat B.V. announced a proposed business combination on July 27, 2026, valuing InoBat at up to $1.265 billion (approximately €1.1 billion), subject to achieving set milestones. InoBat said the Form F-4 registration statement is undergoing a comprehensive SEC review.

InoBat reported that its battery energy storage systems business delivered 205 MWh to customers in 2025. Revenue and other income increased approximately fivefold, from €6.5 million in 2024 to €32.6 million in 2025. InoBat said its focus in the coming months is delivering signed projects on time and completing the transaction.

Cartesian Growth Corp II issued a $150,000 unsecured promissory note to CGC II Sponsor LLC, its Sponsor, on October 12, 2026. The note bears no interest and is payable on the earlier of the date the company consummates its initial business combination and the date its winding up becomes effective. If the company consummates its initial business combination, the Sponsor may elect at maturity to convert all or any portion of outstanding principal into Working Capital Warrants, calculated by dividing the converted principal by $1.00 and rounding up to the nearest whole warrant. Any warrants issued would have terms identical to the company's private placement warrants issued at its IPO, including transfer restrictions. Certain events of default automatically make unpaid principal and other sums immediately due and payable.

Cartesian Growth Corporation II (REEUF) and InoBat announced that InoBat B.V. (“TopCo”), the proposed parent of both companies after the business combination, publicly filed a Form F-4 registration statement containing Cartesian II’s preliminary proxy statement and TopCo’s preliminary prospectus. The registration statement has not been declared effective, and its information is subject to change.

The agreement values InoBat at $1.265 billion (approximately €1.1 billion) on a pre-money, pre-merger basis, including consideration tied to strategic and financial milestones. It includes $77.5 million of new capital committed by institutional investors and InoBat’s current shareholders at closing, with no minimum-cash condition. Both boards have approved the agreement. Closing is expected as soon as practicable after SEC effectiveness, subject to customary closing conditions. After closing, TopCo is expected to be renamed InoBat N.V. and trade on Nasdaq as INBT.

Cartesian Growth Corporation II and InoBat announced that InoBat B.V. (TopCo), the proposed parent after the combination, publicly filed a Form F-4 registration statement. It contains Cartesian II’s preliminary proxy statement and TopCo’s preliminary prospectus; the statement has not been declared effective and its information remains subject to change. The proposed combination values InoBat at $1.265 billion (approximately €1.1 billion) on a pre-money, pre-merger basis, including consideration tied to strategic and financial milestones. It also includes $77.5 million of new capital committed by institutional investors and InoBat’s current shareholders at closing, with no minimum-cash condition.

Both companies’ boards approved the agreement. Closing is expected as soon as practicable after the SEC declares the registration statement effective, subject to customary closing conditions. InoBat’s Voderady assembly facility is under construction with targeted annual capacity of 5 GWh; a gigafactory with Gotion has a planned initial capacity of 20 GWh for its LFP cell facility and a targeted production start in 2027. Upon closing, TopCo is expected to be renamed InoBat N.V. and trade on Nasdaq as INBT.

Cartesian Growth Corporation II reported that it and InoBat AS have made an investor presentation publicly available regarding their proposed business combination. The presentation, dated August 2026, is furnished as Exhibit 99.1 and may be used in discussions with shareholders, potential investors, analysts and other interested parties.

Cartesian Growth plans to file a Form F-4 registration statement that will include a proxy statement/prospectus for CGC shareholders and a prospectus for securities to be issued to InoBat shareholders. The report also includes extensive forward-looking statements and risk disclosures related to the transaction and InoBat’s early-stage battery-technology business.

Cartesian Growth Corporation II and InoBat AS released an investor presentation describing their proposed business combination. The transaction will later be submitted to Cartesian shareholders after a planned Form F-4 registration statement, which will include a proxy statement/prospectus for voting and for issuing securities to InoBat shareholders.

The presentation outlines InoBat’s energy storage business, including a 2,000 m² battery energy storage system (BESS) production facility in Voderady, Slovakia with capacity to scale up to 5 GWh, and a BESS business with 875 MWh delivered or signed. It highlights partnerships, development of sodium-ion battery technology for BESS and low-voltage automotive uses, and notes that investment decisions should be based on the detailed documents to be filed with the SEC.

Cartesian Growth Corporation II, a Cayman Islands SPAC, reported for the quarter ended June 30, 2026. It has not begun operating activities and continues to seek a Business Combination. Total assets were $38.6 million, including $38.4 million in an interest-bearing Trust Account and $149,017 of cash outside the trust.

Total liabilities were $24.7 million, including warrant liabilities of $1.8 million, related-party convertible promissory notes at fair value of $5.2 million, and deferred underwriting fees of $11.5 million. Shareholders’ deficit was $(24.4 million), and 3,076,094 Class A ordinary shares were classified as subject to possible redemption at an aggregate redemption value of $38.4 million.

For the six months ended June 30, 2026, the company recorded net income of $2.4 million, driven mainly by a $2.7 million non-cash gain from changes in warrant fair value and $0.5 million of trust interest, partially offset by $0.8 million in general and administrative costs. The second quarter alone showed a net loss of $0.7 million. Management disclosed substantial doubt about the ability to continue as a going concern due to limited liquidity and a mandatory liquidation date of August 5, 2027 if no Business Combination closes.

The trust has been significantly reduced by multiple shareholder redemptions tied to charter extensions, and the company was delisted from Nasdaq in July 2025 and is now quoted on the over-the-counter market. On July 24, 2026, it entered into a Business Combination Agreement with InoBat AS valuing InoBat at $1.265 billion, subject to closing conditions.

Context Capital Management, LLC, together with Michael S. Rosen, William D. Fertig, Charles E. Carnegie and Context Partners Master Fund, L.P., reports that it no longer beneficially owns any Class A ordinary shares of Cartesian Growth Corp II.

The group discloses beneficial ownership of zero Class A ordinary shares, representing 0.0% of the class, based on 8,826,094 Class A ordinary shares outstanding as of July 6, 2026 as reported by the issuer. Each reporting person disclaims membership in a group and disclaims beneficial ownership of any securities except to the extent of any pecuniary interest.

CGC II Sponsor LLC, a 10% owner of Cartesian Growth Corp II, transferred 800,000 Class A ordinary shares to a PIPE investor for no cash consideration in connection with the proposed business combination with InoBat AS. This transaction is reported as an “other acquisition or disposition” (code J). Following the transfer, 4,949,998 Class A ordinary shares are reported as directly held by the sponsor and its affiliated director entity. Pangaea Three-B, LP, which controls the sponsor, and Chairman and Chief Executive Officer Peter Yu may be deemed to share voting and dispositive power over these holdings, while Mr. Yu disclaims beneficial ownership except to the extent of his pecuniary interest. The group also holds Class B ordinary shares that automatically convert into Class A shares on a one-for-one basis at the time of the initial business combination or earlier at the holder’s option.