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Cartesian Growth II (REEUF) SEC Filings, May-Aug 2026

REEUF OTC
Rhea-AI Summary

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.

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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.

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Rhea-AI Summary

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.

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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.

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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.

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Cartesian Growth Corporation II is asking shareholders to approve an Extension Proposal that moves the SPAC’s business combination deadline from August 5, 2026 to August 5, 2027, plus a related Adjournment Proposal that would allow postponing the meeting if there are not enough votes for the extension.

Public shareholders may elect to redeem their Class A Ordinary Shares for cash equal to the funds in the trust account divided by public shares, estimated at about $12.47 per share based on roughly $38.4 million in the trust as of June 30, 2026; the market price was $12.00 on July 16, 2026. The sponsor and other initial shareholders hold about 65.1% of outstanding shares and intend to vote for both proposals. If the Extension Proposal is not approved and no business combination is completed by the current deadline, the company will redeem all public shares from the trust and then liquidate, and the warrants will expire worthless.

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Cartesian Growth Corporation II proposes to extend the deadline to complete an initial business combination from August 5, 2026 to August 5, 2027 by amending its Charter. The Board recommends the Extension and the Company will offer public shareholders the right to redeem their Class A Ordinary Shares for cash from the Trust Account if the Extension is approved.

The Extension requires a special resolution (approval of at least two-thirds of issued and outstanding Ordinary Shares voting together). The Company reports 8,826,094 Ordinary Shares outstanding as of the record date and details procedures and deadlines to exercise redemption rights, including a July 23, 2026, 5:00 p.m. Eastern cutoff for delivery to the transfer agent.

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Cartesian Growth Corporation II reports unaudited results for the quarter ended March 31, 2026, as it continues to search for a business combination. Total assets were $38.4 million, including $38.1 million held in its trust account, and cash outside the trust was $105,287, reflecting tight liquidity.

The company recorded net income of $3.1 million, mainly from a $3.1 million non‑cash gain on warrant liabilities and $230,601 of interest on the trust, while general and administrative costs were $242,432. Class A ordinary shares subject to possible redemption totaled 3,076,094 at a redemption value of about $12.40 per share.

Management discloses substantial doubt about the company’s ability to continue as a going concern, given a working capital deficit of about $5.6 million and an August 5, 2026 deadline to complete a deal. The company has relied on multiple sponsor-backed promissory notes and extension payments, and its securities were delisted from Nasdaq in 2025 and are now quoted on the over‑the‑counter market.

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CARTESIAN GROWTH CORPORATION ownership disclosure: W. R. Berkley Corporation amended a Schedule 13G to report 438,546 Class A Ordinary Shares, representing 5.0% of the class. The filing lists shared voting and disposition power over these shares and identifies Berkley Insurance Company in the ownership structure.

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Cartesian Growth Corporation II issued an unsecured promissory note for $250,000 to its sponsor, CGC II Sponsor LLC. The note bears no interest and is due on the earlier of completing the company’s initial business combination or the start of its winding up.

If a business combination occurs, the sponsor may convert some or all of the principal into Working Capital Warrants at $1.00 per warrant, with terms matching the company’s private placement warrants from its IPO. The note was issued under a private-offering exemption in Section 4(a)(2) of the Securities Act of 1933.

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FAQ

How many Cartesian Growth II (REEUF) SEC filings are available on StockTitan?

StockTitan tracks 33 SEC filings for Cartesian Growth II (REEUF), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Cartesian Growth II (REEUF)?

The most recent SEC filing for Cartesian Growth II (REEUF) was filed on August 4, 2026.