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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):
July 24, 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 1.01 |
Entry Into A Material Definitive Agreement |
On July 24, 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”), entered into a Business Combination Agreement (as it may be amended,
supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination
Agreement provides for a business combination transaction that values InoBat at an aggregate amount of $1,265,000,000, consisting of upfront
consideration equal to $575,000,000 and potential earn-out consideration equal to $690,000,000. The Business Combination Agreement and
the transactions contemplated thereby (the “Business Combination”) were unanimously approved by the boards of directors of
each of CGC and InoBat. The closing of the Business Combination (the “Closing”, and the date on which the Closing occurs,
the “Closing Date”) is expected to occur in the fourth quarter of 2026, following the receipt of the requisite approvals
of CGC’s shareholders and the fulfillment of other customary closing conditions. Capitalized terms used but not expressly defined
in this Current Report on Form 8-K shall have the meanings ascribed to them in the Business Combination Agreement.
Business Combination Agreement
The Exchange
The Business Combination Agreement
provides, among other things, that prior to the Closing, (i) InoBat will form InoBat B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) to be incorporated and existing under the laws of the Netherlands (“ListCo”);
(ii) ListCo will cause the formation of InoBat Cayman Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary
of ListCo (“Merger Sub” and, together with InoBat, CGC, and ListCo, the “Parties”), (iii) ListCo
will convert into a public limited liability company (naamloze vennootschap) under the laws of the Netherlands to be named InoBat
N.V.; (iv) shareholders of InoBat holding at least 90% of the outstanding shares of InoBat (including shares issuable upon conversion
of InoBat’s convertible notes and shares underlying InoBat options) will contribute their shares of InoBat to ListCo in exchange
for common shares of ListCo (“ListCo Common Shares”) at the Exchange Ratio (as defined in the Business Combination
Agreement) (the “Exchange”).
At the time the Exchange becomes
effective (the “Exchange Effective Time”), each option issued by InoBat (whether vested or unvested) will cease to
represent the right to purchase shares of InoBat and will be canceled in exchange for options to purchase ListCo Common Shares under a
new incentive equity plan to be agreed among the Parties in an amount equal to the product (rounded down to the nearest whole number)
of (x) the number of shares of InoBat subject to such option immediately prior to the Exchange Effective Time, multiplied by (y) the
Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price
per share of such option immediately prior to the Exchange Effective Time, divided by (ii) the Exchange Ratio, and generally subject
to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding
option immediately prior to the Exchange Effective Time. Immediately prior to the Exchange Effective Time, all outstanding convertible
notes of InoBat will be converted into shares of InoBat pursuant to their terms.
Earn-Out Consideration
In addition to the upfront
consideration, InoBat shareholders who execute the irrevocable shareholder undertaking contemplated by the Business Combination Agreement
(the “InoBat Shareholder Undertaking”) will be entitled to receive additional ListCo Common Shares (the “Earn-Out
Shares”) upon the achievement of certain milestones. The Earn-Out Shares represent consideration equal to $690,000,000 and will
be issued across three tranches: (i) ListCo Common Shares representing $115,000,000 of value, based on a deemed value of $10.20 per
ListCo Common Share, upon the start of commissioning of Project Kamzik, including the production line in Project Kamzik’s facility
in Šurany, Slovakia, before December 31, 2027 (the “Earn-Out 1 Shares”); (ii) ListCo Common Shares
representing $287,500,000 of value, based on a deemed value of $10.20 per ListCo Common Share, if the EBITDA of ListCo for either fiscal
year 2026 or fiscal year 2027 exceeds €47,000,000 (the “Earn-Out 2 Shares”); and (iii) ListCo Common Shares
representing $287,500,000 of value, based on a deemed value of $10.20 per ListCo Common Share, if the EBITDA of ListCo for either fiscal
year 2027 or fiscal year 2028 exceeds €87,000,000, in each case subject to the terms and conditions set forth in the Business Combination
Agreement and the applicable Earn-Out Agreement (the “Earn-Out 3 Shares”).
At or prior to the Closing,
ListCo, InoBat, CGC and the applicable InoBat shareholders will enter into earn-out agreements, pursuant to which the recipients
of the Earn-Out Shares will agree, among other things, that the Earn-Out Shares will not vest unless and until the applicable earn-out
target has been achieved and will be forfeited if the applicable earn-out target is not achieved by the applicable deadline. The Earn-Out
Shares will also be subject to transfer restrictions prior to vesting. In addition, any unvested Earn-Out Shares that have not been forfeited
will become vested upon the occurrence of a qualifying change of control of ListCo, subject to the terms and conditions set forth in the
applicable Earn-Out Agreement.
CGC Shareholder Redemptions
CGC will provide the holders
of Class A ordinary shares of CGC, par value $0.0001 per share (the “CGC Class A Shares”) the right to have
all or a portion of their CGC Class A Shares redeemed for cash in connection with the Business Combination, in accordance with CGC’s
governing documents, for a per-share price equal to the pro rata portion of the funds then in CGC’s trust account (including interest
not previously released to pay taxes). Any such redemptions will occur immediately prior to the consummation of the Merger (as defined
below).
The Merger
Subject to the terms and conditions
of the Business Combination Agreement, on the Closing Date, Merger Sub will merge with and into CGC (the “Merger”),
with CGC surviving the Merger as a wholly-owned subsidiary of ListCo. At the time the Merger becomes effective (the “Merger Effective
Time”), (a) each ordinary share of CGC issued and outstanding as of immediately prior to the Merger Effective Time will
be automatically converted into the right to receive one ListCo Common Share and (b) each warrant of CGC, exercisable to purchase
one CGC Class A Share at $11.50 per share, will be automatically converted into a warrant to purchase one ListCo Common Share at
$11.50 per share. The Parties intend that, for U.S. federal income tax purposes, the Exchange and the Merger, taken together with the
PIPE Financing and any third-party financing, will constitute an integrated transaction that qualifies as a tax-free capital contribution
pursuant to Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that the conversion
of ListCo from a Dutch private company with limited liability to a Dutch public limited liability company will qualify as a reorganization
within the meaning of Section 368(a)(1)(F) of the Code. The Business Combination Agreement is intended to constitute a “plan
of reorganization” for purposes of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder.
Representations and Warranties; Covenants
The Business Combination Agreement
contains representations, warranties and covenants of each of the Parties that are customary for transactions of this type, including
with respect to the operations of CGC and InoBat prior to the Closing and the preparation and filing of a registration statement on Form F-4
relating to the Business Combination containing a prospectus and proxy statement of CGC (the “Registration Statement / Proxy
Statement”) with the Securities and Exchange Commission (the “SEC”). The Parties have also undertaken to
procure clearance under applicable antitrust and foreign direct investment laws from all applicable governmental entities.
Governance
CGC has agreed to take all
action within its power as may be necessary or appropriate such that, effective immediately after the Merger Effective Time, the ListCo
board of directors will initially consist of seven directors. Two individuals designated by the Sponsor (as defined below) shall be appointed
as observers to the ListCo board of directors (with no power to vote on any matter before the ListCo board of directors).
Conditions to Closing
The obligation of CGC and
InoBat to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the receipt
of all required approvals, decisions or clearances under applicable antitrust and foreign direct investment laws from each applicable
governmental entity, (ii) no legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing
the consummation of the Business Combination being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement,
(iv) receipt of the requisite approvals and consents of CGC’s shareholders, and (v) the approval for listing of the ListCo
Common Shares (including, for the avoidance of doubt, the ListCo Common Shares to be issued pursuant to the Merger) on Nasdaq.
The obligation of CGC to consummate
the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, there
having been no Company Material Adverse Effect since the date of the Business Combination Agreement that is continuing.
The obligation of InoBat to
consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited
to, (i) there having been no CGC Material Adverse Effect since the date of the Business Combination Agreement that is continuing,
(ii) the consummation of the Exchange, and (iii) each PIPE Investor (as defined below) having funded their respective investments
pursuant to the applicable Investor Subscription Agreement (as defined below).
Termination
The Business Combination Agreement
may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual
written consent of CGC and InoBat, (ii) by CGC if the representations and warranties of InoBat are not true and correct or if InoBat
fails to perform any pre-closing covenant or agreement set forth in the Business Combination Agreement such that certain conditions to
closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or
agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by InoBat if the representations
and warranties of CGC are not true and correct or if CGC fails to perform any covenant or agreement set forth in the Business Combination
Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties
or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods,
(iv) by either CGC or InoBat if the Business Combination is not consummated by December 31, 2026, (v) by either CGC or
InoBat if the requisite CGC shareholder approvals are not obtained after the conclusion of the meeting at which CGC’s shareholders
voted on such matters, (vi) by either CGC or InoBat, if any governmental entity has issued a final and non-appealable order prohibiting
the Business Combination, (vii) by CGC if InoBat has not delivered the InoBat Shareholder Undertaking (executed by shareholders of
InoBat holding at least 90% of the outstanding shares of InoBat, including shares issuable upon conversion of InoBat’s convertible
notes and options) on or prior to August 31, 2026, or (viii) by CGC if InoBat fails to comply with certain consent obligations
relating to National Development Fund II, a.s. (“NDF II”) and NDF II or any of its affiliates objects to the Business
Combination or notifies InoBat in writing of its intention to impose any penalty on InoBat or any of its subsidiaries arising therefrom.
If the Business Combination
Agreement is validly terminated, none of the Parties will have any liability or any further obligation under the Business Combination
Agreement other than customary confidentiality obligations, except in the case of willful breach or fraud. Notwithstanding the foregoing,
if the Business Combination Agreement is terminated by CGC due to a breach by InoBat and InoBat enters into a definitive agreement for
a competing transaction within twelve months thereafter, InoBat will be required to pay CGC and the Sponsor an aggregate break fee
of $10,000,000. If the Business Combination Agreement is terminated by InoBat due to a breach by CGC and CGC enters into a definitive
agreement for an alternative acquisition within 12 months thereafter, CGC will be required to pay InoBat an aggregate break fee of $10,000,000.
In addition, if CGC terminates the Business Combination Agreement due to certain specified breaches by InoBat relating to NDF II consent
obligations, InoBat will be required to pay CGC and the Sponsor an aggregate specified breach break fee of $500,000.
The foregoing description
of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains
representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating such agreement.
It is not intended to provide any other factual information about CGC, InoBat, or any other Party to the Business Combination Agreement
or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination
Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the Parties, are
subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made for the purposes of allocating
contractual risk between the Parties instead of establishing these matters as facts) and are subject to standards of materiality applicable
to the Parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party
beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of the actual state of facts or condition of any Party to the Business Combination Agreement.
Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in CGC’s public disclosures.
The foregoing description
of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement filed as Exhibit 2.1
to this Current Report on Form 8-K.
Related Agreements
The Business Combination Agreement
contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Support Agreement
Concurrently with the execution
of the Business Combination Agreement, CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”),
and InoBat entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor
has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive
any adjustment to the conversion ratio set forth in the governing documents of CGC or any other anti-dilution or similar protection with
respect to the CGC’s Class B ordinary shares, par value $0.0001 per share (whether resulting from the transactions contemplated
by the Business Combination Agreement or otherwise), (iii) forfeit and surrender to CGC all of its CGC Private Warrants (as defined
in the Business Combination Agreement), (iv) transfer 800,000 CGC Class A Shares to an institutional PIPE Investor (the “Institutional
PIPE Investor”) or its designee, (v) cancel $1,800,000 of obligations under the promissory notes evidencing loans made
to CGC by the Sponsor or its affiliates (the “Sponsor Loans”) and exchange $9,200,000 of obligations under the Sponsor
Loans into 90,196 ListCo Series B Preference Shares (as defined below) and 901,961 PIPE Warrants (as defined below), (vi) be
bound by certain other covenants and agreements related to the Business Combination, (vii) be bound by certain transfer restrictions
with respect to its shares in CGC prior to the Closing, and (viii) waive redemption rights with respect to any CGC Class A Shares
held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. No affiliate
of the Sponsor shall be a director on the ListCo board of directors.
A copy of the Sponsor Support
Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing
description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.
Shareholder Support Agreements
Concurrently with the execution
of the Business Combination Agreement, CGC and each Key Supporting Company Shareholder listed on Annex A to the Business Combination Agreement
entered into a shareholder support agreement (collectively, the “Shareholder Support Agreements”), pursuant to which
each such Key Supporting Company Shareholder has agreed to, among other things, (i) support and vote in favor of the Business Combination
Agreement and the transactions contemplated thereby (including agreeing to enter into a Company Shareholder Undertaking), (ii) take,
or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing, and
(iii) release claims against InoBat, CGC and Merger Sub.
A copy of the
Shareholder Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by
reference, and the foregoing description of the Shareholder Support Agreements is qualified in its entirety by reference
thereto.
PIPE Financing (Private Placement)
Concurrently with the execution
of the Business Combination Agreement, CGC, InoBat, the Sponsor and certain investors (collectively, the “PIPE Investors”)
entered into securities purchase agreements (collectively, the “Investor Subscription Agreements”). Pursuant to the
Investor Subscription Agreements:
| · | the Institutional PIPE Investor agreed to subscribe
for and purchase, and InoBat agreed to cause ListCo to issue and sell to the Institutional PIPE Investor on the Closing Date, 490,196
shares of 12.0% Series A Cumulative Convertible Preference Shares of ListCo (the “ListCo Series A Preference Shares”)
and warrants (the “PIPE Warrants”) to purchase an amount of ListCo Common Shares equal to the number of shares of ListCo
Common Shares into which such shares of ListCo Series A Preference Shares are initially convertible, for an aggregate purchase price
of $50 million; and |
| · | the PIPE Investors other than the Institutional
PIPE Investor (including an affiliate of the Sponsor) agreed to subscribe for and purchase, and InoBat agreed to cause ListCo to issue
and sell to each such PIPE Investor on the Closing Date, 269,608 shares of Series B Convertible Preference Shares of ListCo (the
“ListCo Series B Preference Shares” and, together with the ListCo Series A Preference Shares, the “ListCo
Preference Shares”) and PIPE Warrants to purchase an amount of ListCo Common Shares equal to 75% of the number of shares of
ListCo Common Shares into which such shares of ListCo Series B Preference Shares are initially convertible, for an aggregate purchase
price of $27.5 million. |
Each ListCo Preference Share
will have a stated value of $120.00, and will have the rights, preferences and privileges set forth in the Amended and Restated Articles
of Association of ListCo to be effective as of the Closing Date (the “Articles”).
The obligations of each party
to consummate the PIPE Financing are conditioned upon, among other things, (i) the ListCo Common Shares (including the ListCo Common
Shares issuable to the PIPE Investors pursuant to the Investor Subscription Agreements) having been approved for listing on Nasdaq or
the New York Stock Exchange; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the closing of
the Business Combination shall be scheduled to occur substantially concurrently with the closing of the PIPE Financing; and (iii) the
absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of
the transactions contemplated by the Investor Subscription Agreements.
The obligations of CGC to
consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and
accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material
compliance by the PIPE Investors with their covenants, agreements and conditions under the Investor Subscription Agreements.
The obligations of the PIPE
Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material
truth and accuracy of the representations and warranties of CGC and InoBat in the Investor Subscription Agreements, subject to customary
bringdown standards; and (ii) material compliance by CGC and InoBat with their covenants, agreements and conditions under the Investor
Subscription Agreements.
The Investor Subscription
Agreements provide that CGC, ListCo and InoBat will grant the PIPE Investors certain customary registration rights.
The foregoing description
of the Investor Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text
of the form of Investor Subscription Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated
herein by reference.
Registration Rights Agreement
In connection with the Closing,
ListCo, the Sponsor, certain members of the Sponsor, the PIPE Investors and certain shareholders of InoBat will enter into an amended
and restated registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights
Agreement, among other things, ListCo will agree that ListCo will file with the SEC (at ListCo’s sole cost and expense) a registration
statement registering the resale of certain ListCo shares held by or issuable to the parties thereto (the “Resale Registration
Statement”), and ListCo will use its commercially reasonable efforts to have the Resale Registration Statement declared effective
as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and
demand registration rights, including underwritten demands.
The Registration Rights Agreement
amends and restates the registration rights agreement that was entered into by CGC, the Sponsor and certain other parties in connection
with CGC’s initial public offering. The Registration Rights Agreement will terminate on the earlier of (a) the tenth anniversary
of the date of the Registration Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no
longer holds any registrable securities (as defined therein).
Lock-Up Agreement
In connection with the Closing,
ListCo, the Sponsor, certain members of the Sponsor and certain shareholders of InoBat will enter into a lock-up agreement (the “Lock-up
Agreement”). Pursuant to the Lock-up Agreement, the Sponsor and certain shareholders of InoBat will be prohibited from transferring
(except for certain permitted transfers) certain ListCo Common Shares held by such holder beginning on the Closing Date (the “Lock-Up
Shares”). Ten percent (10%) of the ListCo Common Shares issued to such parties pursuant to the Business Combination Agreement
will not be subject to a lock-up. Forty percent (40%) of the Upfront Consideration Shares held by certain InoBat shareholders will be
subject to an Orderly Disposition Agreement in lieu of a lock-up (as described below). The remaining Lock-Up Shares will be subject to
transfer restrictions, subject to release in three equal tranches (i) at 12 months following the Closing (or earlier if the 20-day
VWAP (as defined in the Business Combination Agreement) exceeds $14.00 per ListCo Common Share), (ii) at 15 months following the
Closing (or earlier if the 20-day VWAP exceeds $16.00 per ListCo Common Share) and (iii) at 18 months following the Closing (or earlier
if the 20-day VWAP exceeds $18.00 per ListCo Common Share). Earn-Out 1 Shares and Earn-Out 2 Shares will be subject to transfer restrictions
following issuance, subject to release in three equal tranches at 6 months, 9 months and 12 months after issuance, or earlier if the 20-day
VWAP exceeds $14.00, $16.00 and $18.00 per ListCo Common Share, respectively. Earn-Out 3 Shares will not be subject to a lock-up.
Orderly Disposition Agreements
At the Closing, CGC, ListCo
and each ODA Holder (as defined in the Business Combination Agreement) will enter into an orderly disposition agreement (each, an “Orderly
Disposition Agreement”) pursuant to which, among other things, for a period of 12 months following the Closing, each ODA Holder
will agree not to sell, on a daily basis, more than 30% of the 20-day average daily volume of ListCo Common Shares, and not to sell ListCo
Common Shares at a price per share less than $10.20, in each case, on the terms and subject to the conditions set forth in the applicable
Orderly Disposition Agreement.
ListCo Equity Incentive Plan
Prior to the effectiveness
of the Registration Statement / Proxy Statement, the ListCo board of directors will approve and adopt an equity incentive plan (the “ListCo
Equity Incentive Plan”), the form of which will be mutually agreed between CGC and InoBat prior to the initial filing of the
Registration Statement / Proxy Statement, effective as of one day prior to the Closing Date. The ListCo Equity Incentive Plan will reserve
an agreed upon percentage of the issued and outstanding ListCo Common Shares on a fully-diluted basis, determined as of the effective
date of such plan, for grant thereunder, which shall include (and not be in addition to) the ListCo Common Shares issuable upon the exercise
or conversion of InoBat’s options.
Articles of Association
At the Closing, immediately
after giving effect to the Exchange, ListCo will convert its legal form from a private company with limited liability (besloten vennootschap
met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap) and will amend and restate its
articles of association (the Articles), which will govern the rights, privileges and preferences of the holders of ListCo securities after
the Closing, including the rights, preferences and privileges of the ListCo Preference Shares.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of ListCo Preference Shares and PIPE Warrants in connection
with the transactions contemplated by the Investor Subscription Agreements is incorporated by reference herein. The ListCo Preference
Shares and PIPE Warrants issuable to the PIPE Investors pursuant to the Investor Subscription Agreements will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided
in Section 4(a)(2) of the Securities Act.
| Item 7.01 |
Regulation FD Disclosure. |
On July 27, 2026, CGC
and InoBat issued a press release announcing the Business Combination. The press release 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, 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 |
| 2.1† |
|
Business Combination Agreement, dated as of July 24, 2026, by and between Cartesian Growth Corporation II and InoBat AS. |
| 10.1 |
|
Sponsor Support Agreement, dated as of July 24, 2026, by and between CGC II Sponsor LLC and InoBat AS. |
| 10.2 |
|
Shareholder Support Agreement. |
| 10.3† |
|
Form of Securities Purchase Agreement. |
| 99.1 |
|
Press Release, dated July 27, 2026. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline XBRL |
| † |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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: July 27, 2026
Exhibit 99.1
FOR IMMEDIATE RELEASE
InoBat
and Cartesian Growth Corporation II
Announce
Business Combination Agreement
to
Accelerate Expansion of Battery Energy Storage Systems
| · | InoBat has contracted or delivered 875 MWh of utility-scale battery energy storage systems (“BESS”)
across Europe |
| · | InoBat is positioning its platform to support the rapidly growing power demand from AI infrastructure
and hyperscale data centers |
| · | Business combination connects leading European manufacturer with Nasdaq and US institutional capital |
| · | Combination provides $77.5 million in a committed PIPE and has no further cash conditions |
| · | Combination values InoBat at $1.265 billion (~€1.1 billion) on a pre-money, pre-merger basis,
including strategic- and EBITDA-based earnouts |
27 July 2026 — InoBat AS (“InoBat”),
a leading European battery energy storage systems and battery technology company, and Cartesian Growth Corporation II (“Cartesian
II”), a special purpose acquisition company (OTCPK: RENEF), today announced that they have entered into a definitive business combination
agreement (“BCA”).
The business combination (“Combination”)
values InoBat at $1.265 billion (approximately €1.1 billion) on a pre-money, pre-merger basis, including consideration tied to the
achievement of strategic and financial milestones. The Combination also includes $77.5 million in new capital committed by institutional
investors and InoBat’s current shareholders. There is no minimum-cash condition to closing.
“This
agreement is a defining moment for InoBat,” said Marian Boček, Co-Founder and Chief Executive Officer of InoBat. “Demand
for electricity is rising as data center and AI infrastructure expands, and the operators building that infrastructure need reliable,
large-scale energy storage. AI runs on computing; computing runs on power. InoBat has built a cash-generative BESS business serving industrial
customers today, and we are now scaling that platform to further reinforce our position in
advanced energy infrastructure for AI. A successful Nasdaq listing would provide us with access to the world’s deepest capital markets,
which we believe would give us the resources and transatlantic reach to further accelerate our growth, expand manufacturing capacity,
strengthen and advance our programs, including our next-generation sodium-ion energy storage technology, and reinforce our position as
a leading advanced energy storage company.”
Electricity demand from data centers and AI infrastructure
is expected to support continued investment in grid modernization and energy storage. Centered in its assembly facility in Voderady, Slovakia, InoBat
serves industrial and utility customers through its BESSMONT platform, which has delivered or contracted 875 MWh of utility-scale battery
energy storage capacity, with a long pipeline of prospective projects. The company is also positioning its platform to support data center
and AI-related infrastructure that requires resilient, flexible power to meet the growing global demand from hyperscalers. In parallel, InoBat
is advancing next-generation sodium-ion battery technology with strategic partners, providing a differentiated and geopolitically resilient
chemistry designed to complement lithium-ion for battery applications, including energy storage systems.
“InoBat is almost uniquely well-situated
to address growing demand for battery storage in a world of heightened attention to supply chain security,” noted Peter Yu,
Chairman and CEO of Cartesian II. “With industrial partners such as Clarios and Altris, and strategic investors including Gotion,
Rio Tinto, and Amara Raja, we believe InoBat will play a critical role in the battery ecosystem.”
The proposed Combination is expected to close
in late 2026, subject to customary closing conditions. Additional information about the proposed Combination will be provided in a Current
Report on Form 8-K filed by Cartesian II with the Securities and Exchange Commission (the “SEC”) concurrently with this
announcement. Following the closing of the Combination, InoBat is expected to trade on Nasdaq under the ticker symbol “INBT.”
Advisors
Dentons is acting as legal counsel to InoBat.
Greenberg Traurig LLP and Hillbridges, s.r.o. are acting as legal counsel to Cartesian II.
About InoBat
InoBat is a European battery energy storage systems
manufacturer and cell development platform, headquartered in Slovakia. Through its BESSMONT product line, InoBat designs, manufactures,
and deploys utility-scale BESS from its production facility in Voderady, Slovakia, serving industrial and utility customers and positioning
for rising power demand from data centers and AI infrastructure. InoBat is also advancing a strategic partnership with Clarios and Altris
on next-generation cell technology and participates in a gigafactory joint venture with Gotion High-Tech, supporting European battery
supply chain localization. InoBat is an IPCEI awardee. Strategic shareholders include Rio Tinto, Amara Raja, Gotion High-Tech / Volkswagen
Group, Slovak Investment Holding (SZRB Group), Across Finance and IPM Group. For more information, visit www.inobat.eu.
About Cartesian Growth Corporation II
Cartesian Growth Corporation II (OTCPK: RENEF)
is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or
similar business combination with one or more businesses or entities. Cartesian II is an affiliate of Cartesian Capital Group, LLC, a
global private equity firm and registered investment adviser headquartered in New York City. For more information, visit www.cartesiangrowth.com.
Forward-Looking Statements
This communication includes forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform
Act of 1995, as amended. 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,” “plans,” “expects,” “estimated,” “is expected,”
“budget,” “scheduled,” “forecasts,” “targets,” “projects,” “contemplates,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements may include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and
projections of market opportunity, including demand for energy storage from data centers and artificial intelligence; the PIPE financing,
expected cash proceeds, earnout consideration, and other business milestones; the gigafactory joint venture and related supply chain localization;
the anticipated benefits of a transatlantic platform and Nasdaq listing; the potential benefits of the proposed Combination; and expectations
relating to the proposed Combination and related transactions. These statements are based on various assumptions and on the current expectations
of InoBat’s and Cartesian II’s management and are not predictions of actual performance. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions. These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability
of the parties to successfully or timely consummate the proposed Combination; the failure to realize the anticipated benefits of the proposed
Combination; the ability of the combined company to meet U.S. stock exchange listing standards; the pace and scale of energy storage demand
from data center and artificial intelligence operators; the level of redemptions by Cartesian II’s public shareholders and the resulting
impact on cash proceeds; the ability to successfully consummate the PIPE financing; global economic and political conditions; the occurrence
of any event that could give rise to termination of the BCA; and additional risks set forth in Cartesian II’s filings with the SEC.
Additional information on these and other factors that may cause actual results and Cartesian II’s performance to differ materially
is included in Cartesian II’s periodic reports filed with the SEC, including, but not limited to, Cartesian II’s Annual Report
on Form 10-K for the year ended December 31, 2025, including those factors described under the heading “Risk Factors”
therein, and Cartesian II's subsequent Quarterly Reports on Form 10-Q. Copies of Cartesian II’s filings with the SEC are available
publicly on the SEC’s website at www.sec.gov or may be obtained by contacting Cartesian II. If any of these risks materialize, actual
results could differ materially from those implied by these forward-looking statements. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Neither InoBat nor Cartesian II undertakes any obligation to
update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by law.
Important Additional Information will be Filed with the SEC
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the proposed Combination, Cartesian
II intends to file with the SEC a preliminary proxy statement/prospectus and will mail a definitive proxy statement/prospectus and other
relevant documentation to Cartesian II’s stockholders. This document does not contain all the information that should be considered
concerning the proposed Combination. It is not intended to form the basis of any investment decision or any other decision in respect
of the proposed Combination. Cartesian II’s stockholders and other interested persons are advised to read, when available, the preliminary
proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus in connection with the solicitation
of proxies for the special meeting to be held to approve the transactions contemplated by the proposed Combination because these materials
will contain important information about InoBat, Cartesian II, and the proposed transactions. The definitive proxy statement/prospectus
will be mailed to Cartesian II’s stockholders as of a record date to be established for voting on the proposed Combination when
it becomes available. Stockholders will also be able to obtain a copy of the preliminary proxy statement/prospectus and the definitive
proxy statement/prospectus once they are available, without charge, at the SEC’s website 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.
Participants in the Solicitation
InoBat, Cartesian II, and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described
in this communication under the rules of the SEC. Information about the directors and executive officers of Cartesian II is set forth
in Cartesian II’s filings with the SEC. Information regarding other persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders in connection with the potential transaction, and a description of their interests,
will be set forth in the proxy statement/prospectus filed with the SEC when available. These documents can be obtained free of charge
from the sources indicated above.
Media and Investor Contacts
contact@cartesiangrowth.com
