UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 14, 2026
Cartesian Growth Corporation II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
001-41378 |
N/A |
(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(I.R.S. Employer
Identification No.) |
|
505 Fifth Avenue, 15th Floor
New York, New York |
10017 |
| (Address of principal executive
offices) |
(Zip Code) |
(212) 461-6363
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act: None.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure. |
On August 14, 2026, Cartesian
Growth Corporation II, a Cayman Islands exempted company (“CGC”) and InoBat AS, a private limited company (aksjeselskap) organized
under the Laws of Norway (“InoBat”), made publicly available an investor presentation regarding the proposed business combination
between CGC and InoBat (the “Business Combination”). CGC and InoBat intend to use the investor presentation in connection
with presentations to, and meetings with, certain of their respective shareholders, potential investors, analysts and other persons with
respect to the proposed Business Combination.
The investor presentation
is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item
7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed
to be incorporated by reference into the filings of CGC under the Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in
this Item 7.01, including Exhibit 99.1.
Additional Information about the Proposed Business Combination and
Where to Find It
The proposed Business Combination will be submitted
to shareholders of CGC for their consideration. CGC intends to file a registration statement on Form F-4 with the SEC, which will include
preliminary and definitive proxy statements to be distributed to CGC’s shareholders in connection with CGC’s solicitations
of proxies from CGC’s shareholders with respect to the proposed business combination and other matters to be described in the registration
statement, as well as the prospectus relating to the offer of the securities to be issued to the shareholders of InoBat in connection
with the completion of the proposed Business Combination. After the registration statement has been filed and declared effective, CGC
will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other
matters to be described in the registration statement to InoBat shareholders and CGC shareholders as of a record date to be established
for voting on the proposed Business Combination. Before making any voting or investment decision, CGC shareholders, InoBat shareholders,
and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed
with the SEC by CGC in connection with the proposed Business Combination and other matters to be described in the registration statement,
when they become available because they will contain important information about CGC, InoBat and the proposed Business Combination. Shareholders
will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and
other documents filed by CGC with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov,
or by directing a written request to Cartesian Growth Corporation II, 505 Fifth Avenue, 15th Floor, New York, New York 10017.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking
statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial
and performance metrics and projections of market opportunity; financing and other business milestones; potential benefits of the proposed
Business Combination and other related transactions; and expectations relating to the proposed Business Combination and other related
transactions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on
the current expectations of InoBat’s and CGC’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a
guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of InoBat and CGC.
These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic
and foreign business, market, financial, political, and legal conditions; the inability of the Parties to successfully or timely consummate
the proposed Business Combination and other related transactions, including the risk that any regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed
Business Combination and other related transactions; failure to realize the anticipated benefits of the proposed Business Combination
and other related transactions; ability to successfully consummate the PIPE Financing, or obtain additional financing; ability to attract
and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement; legal and regulatory changes; the outcome of any legal proceedings
that may be instituted against CGC or InoBat related to the proposed Business Combination; the effects of competition on InoBat’s
future business; the approval by CGC’s public shareholders of the Business Combination and related transactions, the amount of redemption
requests made by CGC’s public shareholders. Additional risks related to InoBat’s business include, but are not limited to:
The development of battery technology is complex and the timing of development cannot be assured. Delays in the development of InoBat’s
batteries could adversely affect InoBat’s business and prospects; InoBat may be unable to adequately control the costs associated
with its operations and the components necessary to develop and commercialize its battery technology; InoBat may not be able to accurately
estimate the future supply and demand for its batteries, which could result in a variety of inefficiencies in its business and hinder
its ability to generate revenue and profits; InoBat’s expectations and targets regarding when it will achieve various technical,
pre-production and production objectives depend in large part upon assumptions and analyses developed by InoBat. If these assumptions
or analyses prove to be incorrect, InoBat may not achieve these milestones when expected or at all; if InoBat’s existing customers
do not make subsequent purchases from it, InoBat will not receive revenue from such customers, and its results of operations would be
adversely impacted; InoBat is an early-stage company with a history of financial losses and expects to incur significant expenses and
continuing losses from operations; InoBat’s business plan has yet to be tested, and it may not succeed in executing on its strategic
plans, including commercialization; InoBat relies heavily on its intellectual property portfolio. If it is unable to protect its intellectual
property rights, InoBat’s business and competitive position would be harmed; InoBat’s patent applications may not result in
issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material
adverse effect on its ability to prevent others from interfering with its commercialization of its products; governmental trade controls,
including export and import controls, sanctions, customs requirements and related regimes, could subject InoBat to liability or loss of
contracting privileges, limit its ability to transfer technology or compete in certain markets and affect its ability to hire qualified
personnel; and changes in government policy, including the imposition of or increases in tariffs and changes to existing trade agreements,
could have a material adverse effect on global economic conditions and InoBat’s business, financial condition, results of operations
and prospects. Additional risks related to CGC include those factors set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in CGC’s annual report on Form 10-K for the year ended December
31, 2025, and in those documents that CGC has filed, or will file, with the SEC.
If any of these risks materialize or CGC’s
or InoBat’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither CGC nor InoBat presently know or that CGC and InoBat currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect CGC’s and InoBat’s expectations, plans, or forecasts of future events and views as of the date of this Current Report
on Form 8-K and are qualified in their entirety by reference to the cautionary statements herein. CGC and InoBat anticipate that subsequent
events and developments will cause CGC’s and InoBat’s assessments to change. These forward-looking statements should not be
relied upon as representing CGC’s and InoBat’s assessments as of any date subsequent to the date of this Current Report on
Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither CGC, InoBat nor any of their respective
affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
CGC, InoBat, and their respective directors and
executive officers may be deemed to be participants in the solicitations of proxies from CGC’s shareholders with respect to the
proposed Business Combination and the other matters set forth in the registration statement. Information regarding CGC’s directors
and executive officers, and a description of their interests in CGC is contained in CGC’s annual report on Form 10-K for the year
ended December 31, 2025, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov,
or by directing a request to Cartesian Growth Corporation II, 505 Fifth Avenue, 15th Floor, New York, New York 10017. Additional information
regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will
be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available. Shareholders,
potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This Current Report on Form 8-K is not a substitute
for the registration statement or for any other document that CGC and InoBat may file with the SEC in connection with the proposed Business
Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents
filed with the SEC by CGC, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the
solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related
transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement
or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Investor Presentation, dated August 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
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 hereunto
duly authorized.
| Cartesian Growth Corporation II |
|
| |
|
|
| By: |
/s/ Peter Yu |
|
| |
Name: Peter Yu |
|
| |
Title: Chief Executive Officer |
|
Date: August 14, 2026
