Cartesian Growth Corp II (REEUF) transfers 800K shares in PIPE

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Seller: 800,000 shares

Net Sell 2 txns

Insider CGC II Sponsor LLC, Pangaea Three-B, LP, Yu Peter

Role 10% Owner | 10% Owner | See Remarks

Type	Security	Shares	Price	Value
Other	Class A ordinary shares F1, F2	800,000	--	--
holding	Class B ordinary shares F3, F2, F4	--	--	--

Holdings After Transaction: Class A ordinary shares — 4,949,998 shares (Direct); Class B ordinary shares — 0 shares (Direct)

Footnotes (4)

1. F1. Represents Class A ordinary shares of Cartesian Growth Corporation II (the "Issuer", and such shares the "Class A Shares") transferred by CGC II Sponsor LLC (the "Sponsor") to a PIPE investor for no cash consideration in connection with the Issuer's proposed business combination with InoBat AS.
2. F2. Represents 5,649,999 Class A Shares held by the Sponsor and 99,999 Class A Shares held by CGC II Sponsor DirectorCo LLC ("DirectorCo") for the benefit of the Issuer's independent directors. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class A Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class A Shares. Mr. Yu disclaims beneficial ownership of the Class A Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.
3. F3. The Class B ordinary shares of the Issuer (the "Class B Shares") have no expiration date and will automatically convert into Class A Shares at the time of the initial business combination of the Issuer, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-261866).
4. F4. Consists of one Class B Share held by the Sponsor and one Class B share held by DirectorCo. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

Key Figures

Shares transferred: 800,000 Class A ordinary shares Shares held after transaction: 4,949,998 Class A ordinary shares Class B to Class A conversion ratio: 1 Class B share for 1 Class A share +1 more

4 metrics

Shares transferred 800,000 Class A ordinary shares Transferred by CGC II Sponsor LLC to a PIPE investor for no cash consideration

Shares held after transaction 4,949,998 Class A ordinary shares Direct holdings reported for the sponsor and affiliated director entity following the transfer

Class B to Class A conversion ratio 1 Class B share for 1 Class A share Automatic conversion into Class A shares at initial business combination or earlier at holder’s option

Class B shares held 2 Class B ordinary shares Consist of one Class B share held by the sponsor and one by DirectorCo

Key Terms

PIPE investor, business combination, beneficial ownership, dispositive control, +1 more

5 terms

PIPE investor financial

"transferred by CGC II Sponsor LLC to a PIPE investor for no cash consideration"

A pipe investor is a buyer who provides money to a publicly traded company through a private placement of shares or convertible securities, often called a PIPE (Private Investment in Public Equity). They act like a private lender stepping in to quickly fund a public company, and their participation can signal confidence or cause dilution for existing shareholders, so investors watch PIPE deals to assess short-term cash needs, ownership changes, and potential share-price impact.

business combination financial

"in connection with the Issuer's proposed business combination with InoBat AS"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

beneficial ownership financial

"thus to share beneficial ownership of such Class A Shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive control financial

"may be deemed to share voting and dispositive control over the Class A Shares"

pecuniary interest financial

"Mr. Yu disclaims beneficial ownership ... except to the extent of his pecuniary interest"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 09:00 PM Accepted by SEC EDGAR 08/04/2026 - 09:00 PM Learn about SEC filing dates

FAQ

What insider transaction was reported for REEUF by CGC II Sponsor LLC?

CGC II Sponsor LLC transferred 800,000 Class A ordinary shares of Cartesian Growth Corp II to a PIPE investor for no cash consideration. The move is classified as an “other acquisition or disposition” (code J) related to the proposed business combination with InoBat AS.

How many Cartesian Growth Corp II (REEUF) Class A shares are reported after the transfer?

After the reported transaction, the sponsor group reports holding 4,949,998 Class A ordinary shares directly. These shares are held by CGC II Sponsor LLC and an affiliated director entity, with Pangaea Three-B, LP and Peter Yu potentially sharing voting and dispositive power.

Was the REEUF Form 4 transaction an open-market sale?

No. The Form 4 reports a transfer of 800,000 Class A shares by CGC II Sponsor LLC to a PIPE investor for no cash consideration. It is coded as transaction type J, described as an “other acquisition or disposition,” not an open-market sale or purchase.

How are Class B shares treated in the REEUF insider filing?

The filing states that Cartesian Growth Corp II’s Class B ordinary shares 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, and have no expiration date.

Who may share voting and dispositive control over REEUF sponsor-held shares?

Pangaea Three-B, LP, as sole member of CGC II Sponsor LLC, and Peter Yu, who controls Pangaea and serves as Chairman and CEO, may be deemed to share voting and dispositive control. Mr. Yu disclaims beneficial ownership except for his pecuniary interest.

Does the REEUF Form 4 indicate a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction, and the footnotes do not reference any 10b5-1 or pre-arranged trading plan. The transfer is instead tied to the proposed business combination with InoBat AS.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CGC II Sponsor LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Cartesian Growth Corp II [ RENE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	08/03/2026		J(1)		800,000	D	(1)	4,949,998	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(3)							(3)	(3)	Class A ordinary shares	(2)		2(4)	D(4)

1. Name and Address of Reporting Person^*

CGC II Sponsor LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pangaea Three-B, LP

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yu Peter

(Last) (First) (Middle)

505 FIFTH AVENUE, 15TH FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

Explanation of Responses:

1. Represents Class A ordinary shares of Cartesian Growth Corporation II (the "Issuer", and such shares the "Class A Shares") transferred by CGC II Sponsor LLC (the "Sponsor") to a PIPE investor for no cash consideration in connection with the Issuer's proposed business combination with InoBat AS.

2. Represents 5,649,999 Class A Shares held by the Sponsor and 99,999 Class A Shares held by CGC II Sponsor DirectorCo LLC ("DirectorCo") for the benefit of the Issuer's independent directors. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class A Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class A Shares. Mr. Yu disclaims beneficial ownership of the Class A Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

3. The Class B ordinary shares of the Issuer (the "Class B Shares") have no expiration date and will automatically convert into Class A Shares at the time of the initial business combination of the Issuer, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-261866).

4. Consists of one Class B Share held by the Sponsor and one Class B share held by DirectorCo. The Sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of the Sponsor and is controlled by Peter Yu, the Issuer's Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr. Yu may be deemed to share voting and dispositive control over the Class B Shares held by the Sponsor and DirectorCo, and thus to share beneficial ownership of such Class B Shares. Mr. Yu disclaims beneficial ownership of the Class B Shares held by the Sponsor and DirectorCo, except to the extent of his pecuniary interest therein.

Remarks:

Chairman of the Board of Directors and Chief Executive Officer

	/s/ Adam Namoury, Attorney-in-Fact	08/04/2026
	/s/ Adam Namoury, Attorney-in-Fact	08/04/2026
	/s/ Adam Namoury, Attorney-in-Fact	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)