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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.
Cartesian Growth Corporation obtained shareholder approval on July 30, 2026 to amend its Charter and extend the SPAC’s Termination Date for completing its initial business combination from August 5, 2026 to August 5, 2027. This extension became effective upon shareholder approval at the extraordinary general meeting.
On the July 6, 2026 record date, 8,826,094 ordinary shares were entitled to vote, with approximately 89.177% represented at the meeting. The Extension Proposal passed with 7,870,808 votes for, and no votes against or abstentions. In connection with the extension, holders of 2,601,058 Class A Ordinary Shares redeemed their shares for cash at approximately $12.50 per share, for an aggregate of $32.5 million, leaving $5.9 million in the Trust Account.
Cartesian Growth Corporation II and InoBat AS entered into a definitive business combination agreement on July 24, 2026. The transaction includes a committed $77.5 million PIPE and has no further cash conditions.
The combination values InoBat at $1.265 billion (approximately €1.1 billion) on a pre-money, pre-merger basis, including strategic- and EBITDA-based earnouts. If completed and followed by a successful Nasdaq listing, this is expected to give InoBat broader access to capital to support growth, manufacturing expansion, and next-generation sodium-ion energy storage programs.
Cartesian Growth Corporation II agreed to a business combination with Norwegian battery company InoBat AS, valuing InoBat at $1.265 billion, including $575 million of upfront consideration and up to $690 million of share-based earn-out. The deal will be executed via a Dutch holding company, InoBat B.V. (ListCo), and a merger of a Cayman merger sub with CGC, leaving CGC as a wholly owned subsidiary of ListCo. Closing is targeted for the fourth quarter of 2026, subject to shareholder approvals, regulatory clearances, effectiveness of a Form F‑4, and Nasdaq listing of ListCo shares.
Earn-out shares will vest only if project and EBITDA milestones are met, including Project Kamzik commissioning and EBITDA thresholds of €47 million and €87 million in specified years. CGC public shareholders may redeem their shares for cash from the trust before the merger. A concurrent PIPE financing will issue ListCo preference shares with a stated value of $120 and PIPE warrants, subject to customary closing conditions. The agreement includes mutual termination rights, outside date of December 31 2026, and reciprocal break fees of $10 million in certain competing-transaction scenarios, plus a $500,000 specified-breach fee tied to NDF II consents.
Cartesian Growth Corporation II agreed to a business combination with InoBat AS, valuing InoBat at $1,265,000,000, split between $575,000,000 of upfront consideration and up to $690,000,000 of milestone-based earn-outs. Closing is targeted for the fourth quarter of 2026, subject to shareholder and regulatory approvals.
InoBat will form Dutch holding company InoBat N.V. (“ListCo”), which will acquire InoBat and merge CGC into a ListCo subsidiary; CGC shareholders will receive one ListCo share per CGC share, and existing CGC warrants will become ListCo warrants with the same $11.50 exercise price. Earn-out shares, issued at a deemed $10.20 per share, vest only if Project Kamzik is commissioned by December 31, 2027 and if ListCo EBITDA exceeds €47,000,000 and €87,000,000 in specified fiscal years.
The combination includes $77,500,000 of committed capital from PIPE investors and current shareholders and has no minimum-cash condition. Sponsor concessions include forfeiting private warrants, transferring 800,000 CGC Class A shares to an institutional PIPE investor, and converting $9,200,000 of loans into ListCo preference shares and PIPE warrants. Key closing conditions include effectiveness of a Form F-4, Nasdaq listing of ListCo, antitrust and foreign-investment clearances, completion of the PIPE financing, and delivery of shareholder undertakings covering at least 90% of InoBat’s shares.
Cartesian Growth Corporation II is postponing its extraordinary general meeting in lieu of an annual meeting of shareholders from July 27, 2026 to July 30, 2026 at 10:30 a.m., Eastern Time, to be held at Greenberg Traurig’s offices in Miami, Florida.
The agenda includes an Extension Proposal to amend the Amended and Restated Memorandum and Articles of Association so the deadline to consummate an initial business combination moves from August 5, 2026 to August 5, 2027. The deadline for shareholders to exercise redemption rights, or reverse prior redemption requests, is extended to July 28, 2026 at 5:00 p.m., Eastern Time.