Cartesian Growth II

This filing establishes the complete contractual framework for the de-SPAC merger of InoBat. For investors tracking redemptions and trust value, the trust has a $12.27 per-share balance, sponsor has waived redemption on its shares, and the PIPE of $77.5M is committed but carries no minimum cash condition to close, meaning the final cash in the combined company depends on public shareholder redemptions. The December 31, 2026 outside date creates a hard deadline; failure to close by then triggers termination rights. The complex earn-out structure (step-up to $690M) and staggered lock-ups are material to evaluating pre- and post-deal shareholder equity value. The PIPE includes 12% Series A Cumulative Convertible Preference Shares and a conversion price of $12.00 initially, with a floor price of $5.00.

Confirming the definitive agreement, securing a $77.5 million PIPE, and removing additional cash conditions increases execution certainty ahead of the shareholder vote, which directly impacts redemption modeling and final pro forma trust distribution expectations. Bocek attributes the rationale for the transaction to accessing deep capital markets for transatlantic growth, expanding manufacturing capacity, and advancing next-generation sodium-ion energy storage technology. Because these strategic and technology assertions originate exclusively from InoBat’s founding CEO, investors should treat them as forward-looking management projections pending independent audit, proxy statement disclosure, and market validation.

The adjustment directly alters the cash-out timeline for public investors prior to the vote on the Amendment to the Amended and Restated Memorandum and Articles of Association. By pushing the redemption window closed on July 28, 2026, public holders gain four extra calendar days to decide whether to exchange shares for the reported $12.27 trust value per share or remain invested through the proposed extension. The extension itself would move the final deadline to consummate an initial business combination forward by exactly one year, from August 5, 2026, to August 5, 2027. Chief Executive Officer Peter Yu executed the filing on July 24, 2026.

The postponement forces investors to adjust their redemption submission window by two calendar days relative to the prior schedule. By advancing a twelve-month pushout of the business combination deadline to August 5, 2027, management is signaling continued pursuit of a transaction target rather than imminent trust dissolution, which directly preserves the operating runway and impacts when liquidation mechanics would otherwise trigger. The explicit permission to reverse redemption tickets through July 28, 2026, creates a final liquidity corridor that could alter cash retention dynamics ahead of the vote. Chief Executive Officer Peter Yu authorized all procedural disclosures on July 24, 2026. Beyond these timing adjustments, extension mechanics, and reversal permissions, the filing contains no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes.

Public shareholders face a redemption decision at ~$12.47 per share, above the current market price. If the extension is approved, the trust will be reduced by any redemptions, and the sponsor may purchase shares to limit redemptions (those shares cannot be voted for the extension). Without the extension, the SPAC would liquidate. The filing provides the first definitive trust value per share ($12.47) and the final redemption deadline.

The filing indicates the Board believes there is insufficient time to finalize a merger before the current 51-month window expires. By securing a twelve-month extension, management preserves deal-seeking capacity but subjects public shareholders to continued redemption risk, liquidity constraints, and ongoing administrative drawdowns. The Board attributes deal-sourcing delays to macroeconomic uncertainty, including geopolitical conflicts and U.S. inflation. Because insiders control 65.1% of voting power, the extension will likely pass regardless of public sentiment, making shareholder redemption the primary lever to preserve Trust value. The document also discloses extensive U.S. federal tax consequences for redeeming shareholders under PFIC rules, including QEF and mark-to-market election requirements, and warns that CFIUS review could delay or block future targets. Historically, the IPO placed $236,900,000 ($10.30 per unit) in Trust after accounting for $16,804,728 in transaction costs, with later extensions having reduced the balance to $83,770,196.61 before the most recent wave of redemptions lowered it to the current level.

The SPAC has less than five months to its August 5, 2026 liquidation deadline with no announced target. The trust has been substantially drawn down by repeated redemptions (from $230 million IPO to ~$38 million). Trading is on OTC Pink, impairing liquidity. The sponsor's continued lending signals ongoing efforts but the going-concern qualification and working capital deficit of $5.6 million raise risk of failure to close a deal and return of capital.

This filing adds $250,000 to the company's working capital pipeline without modifying the August 5, 2027 dissolution deadline or the documented $12.27 per-share trust balance. Because the sponsor contractually waived trust account claims, public shareholders face no increased risk of reduced redemptions from this debt. Conversely, the optional warrant conversion introduces quantifiable, capped upside dilution exclusively tied to successful deal execution, functioning as a standard sponsor financing mechanic rather than immediate equity issuance. The terms align with established SPAC lending structures and require no shareholder approval. No announcements regarding target selection, revenue streams, customer agreements, technology deployments, partnership formations, or litigation developments are contained within this submission.

The trust value per share ($12.27 as of the Third Extension) exceeds the IPO trust of $10.30, so redemption price remains above par. The August 5, 2026 deadline is nearly 16 months away, giving the sponsor time, but the working capital deficit and lack of any announced deal raise going-concern risk. The auditors included an explanatory going-concern paragraph. Sponsor continues to fund extensions via promissory notes ($2.4M drawn in the 2nd extension period).

The $200,000 lending facility extends out-of-pocket operating liquidity while explicitly shielding the $12.27 per-share trust reserve from Sponsor recourse during the active period through the August 5, 2027 termination deadline. Because the Payee waived all claims against the trust account prior to merger consummation, public shareholder redemption valuations remain untouched unless converted or repaid from post-closing trust distributions. The optional warrant conversion structure preserves immediate equity integrity while tying Sponsor returns to future deal completion rather than requiring upfront dilution. The filing does not amend redemption mechanics, trigger extensions, alter voting thresholds, or disclose target acquisition metrics; it solely documents a working capital credit extension and its covenant architecture as set forth in the Exhibit 10.1 loan agreement.

The issuance adds $250,000 in sponsor-funded working capital to support transaction readiness or operational runway heading toward the Aug. 5, 2027 deadline, without drawing down the existing $12.27 per-share trust value. By contractually surrendering claims against the trust, the Sponsor insulates public shareholders from this new liability prior to a deal closing. The optional warrant conversion mechanism shifts potential dilution to equity holders post-merger rather than imposing recurring cash interest obligations, demonstrating sponsor commitment to fund the search phase while aligning capital provision directly with deal completion milestones.

The trust value per share dropped from $12.20 to $12.27 at redemption but the total trust was cut by more than half, reducing the pool for a deal. The extended deadline gives more time but the smaller trust may limit target options. The delisting reduces liquidity and investor access. The going concern warning underscores the risk of liquidation if no deal is completed by August 5, 2026.

The approved extension resets the liquidation clock to August 5, 2026, granting management roughly nine additional months to execute an initial business combination before triggering mandatory winding-up procedures. The disclosed redemption event permanently strips approximately $51,219,981.36 million from the trust, concentrating remaining capital into fewer shares and materially altering the financing ceiling available for any prospective target acquisition. By codifying the August 5, 2026, deadline and explicit post-default redemption mechanics in Exhibit 3.1, the charter eliminates ambiguity around dissolution timelines while simultaneously locking in a hard stop for speculative trading beyond that date. The heavy outflow underscores reduced near-term liquidity support from existing holders, which may constrain deal negotiation leverage or increase reliance on PIPE financing or sponsor commitments to close a transaction before the new cutoff.

The extension resets the operational clock for the sponsor, but the disclosed redemptions remove substantial trust capital, potentially limiting funds available for transaction fees, working capital, or a future merger. Exhibit 3.1 (the amended charter) establishes the August 5, 2026, Termination Date and mandates that upon failure to combine, the company must cease operations, redeem public shares within ten business days using trust deposits (less taxes and up to US $100,000 of interest for dissolution expenses), and liquidate under Cayman Islands law. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes beyond the routine corporate governance update. Chief Executive Officer Peter Yu signed the report on November 4, 2025.

This filing sets the mechanical calendar for shareholders: redemption requests and share delivery are due by October 30, 2025, the meeting is November 3, 2025, and the current termination date is November 5, 2025. If the extension is not approved, the company will wind up and redeem public shares from the trust. It also identifies PLXSUR Limited as the proposed target and cautions that no definitive business combination agreement exists, so deal execution remains uncertain. The trust balance, expected redemption price, prior redemption history, and sponsor ownership are all directly relevant to assessing whether the extension passes and how much trust cash may remain to fund any transaction.

This is the first formal disclosure of a target and the structure of a potential deal for Cartesian Growth II, which has a trust value of $12.27 per share and a deadline of August 5, 2027. The draft BCA provides investors with a high degree of visibility into the mechanics of the proposed transaction, the sponsor's commitments, and the key conditions that must be met for closing. The need for an extension to March 2026 suggests the parties are early in the process.

This is the first public disclosure of the target and deal structure for Cartesian Growth Corp II. Investors can assess the non-binding stage, the sponsor's supportive actions, the planned extension, and the early valuation signals. The filing provides important information on deal mechanics, redemption rights, and the timeline for shareholder votes.

This filing indicates that the SPAC has not yet secured a business combination and requires additional time. The outcome determines whether the SPAC continues to seek a deal or liquidates, and the redemption opportunity allows public shareholders to exit at trust value. The trust value and redemption price are key data points yet to be disclosed. Three institutional holders (Meteora Capital 14.9%, Mizuho 9.5%, W.R. Berkley 8.3%) are identified as >5% owners. Previous extensions occurred in November 2023 and November 2024.

Because the company’s governing documents authorize exactly twelve one-month extensions, this approval consumes the final allowable extension window. The November 5, 2025 deadline leaves virtually no runway for deal negotiation, valuation updates, or shareholder votes, signaling that public investors will soon face a binary choice between accepting a pending merger or redeeming shares from the trust. While the $250,000 drawdown increases the SPAC’s liabilities, the sponsor-directed funding ensures the trust capital remains intact for redemption calculations. The filing discloses no target company, enterprise value, PIPE commitments, or regulatory milestones.

The extension delays any mandatory dissolution or default event by one calendar month, granting management additional time to finalize a merger target. By routing the $250,000 extension fee from the sponsor's promissory note directly into the trust, the sponsor avoids triggering a liquidation scenario, though the company now sits at the threshold of its final permissible extension cycle. Once October 5, 2025 arrives without a completed business combination, the trust will likely dissolve and distribute the existing cash balance to shareholders holding Class A ordinary shares. The filing also notes the warrant structure, confirming that whole warrants are exercisable for one Class A ordinary share at an exercise price of $11.50, which sets the fixed leverage parameters for equity upside alongside the common share redemption timeline.

The SPAC continues to rely on sponsor financing for monthly extensions, but has limited cash outside trust ($229k). The per-share trust value remains above $10, but the company faces a November 10, 2025 deadline to complete a business combination. Nasdaq delisting reduces liquidity and may deter investors. The going concern disclosure indicates heightened risk of liquidation if no deal is consummated.

Investors tracking the redemption calendar see the final date to complete a merger shifted to September 5, 2025. The $250,000 trust deposit raises the absolute dollar reserve backing Class A shares, directly impacting the redemption floor and per-share liquidation value ahead of the next vote. Continued reliance on the Sponsor's credit facility highlights persistent execution delays while confirming ongoing sponsor commitment to preserve public float value. The filing contains no substantive updates regarding target selection, customer pipelines, revenue forecasts, or partnership developments; it functions strictly as a mechanical compliance update to sustain the SPAC timeline.

For investors tracking redemption deadlines, trust value maintenance, extension votes, deal execution progress, and sponsor conduct, delisting obscures pricing transparency against cash reserves and removes Nasdaq’s enforcement backstop, increasing reliance on self-reported disclosures and secondary market liquidity. The Exchange bases its determination exclusively on company-provided compliance data, and the company’s acceptance of the May 13, 2025 finality confirms the absence of successful remediation. No assertions regarding customer concentration, historical or projected revenue, total addressable market size, proprietary technology development, strategic partnership formations, active litigation exposure, or executive turnover are contained in the submission.

The extension materially delays the redemption or liquidation horizon to August 5, 2025, preserving per-share trust capital by funding the extension via fresh sponsor deposits rather than reducing existing trust balances. With eight extensions already exercised, only four remain available under the corporate charter. Continued drawdowns on the $2,400,000 credit facility demonstrate sponsor willingness to extend operational runway, but the tightening allowance of remaining extensions increases pressure to consummate a targeted transaction or formally wind up the trust before mandatory dissolution.

What changed: A Form 4 insider ownership report filed to disclose changes in beneficial ownership of Cartesian Growth Corp II securities by corporate insiders and affiliated owners. As reported by CGC II Sponsor LLC, Pangaea Three-B, LP, and director Yu Peter, the Form 4 states that each reporting person (identified as a 10% owner) disposed of 800,000 shares in a transaction categorized as ‘other’ on 2026-08-03, leaving the reporting group with 4,949,998 shares. The filing makes no reference to the 2027-08-05 business combination deadline, any adjustment to the per-share trust balance, or requests for a deadline extension. Why it matters: Investors monitoring SPAC mechanics note that while the merger stands in DEAL_ANNOUNCED status, the documented 800,000-share reduction by the sponsor and a director shifts post-announcement capital alignment and floating share supply. Because the Form 4 records a liquidity event rather than a commitment purchase, it alters how much sponsor equity remains tied to the target through the redemption window. The filing neither triggers nor pauses the redemption calendar, nor does it amend the trust distribution framework, but it provides a direct signal of sponsor conduct regarding liquidity management after the combination announcement.

What changed: A Form 425 filing submitting a July 27, 2026 email communication from InoBat AS Co-Founder and CEO Marian Bocek to shareholders, announcing the execution of a definitive business combination agreement. The filing confirms Cartesian Growth II and InoBat AS signed a definitive agreement on July 24, 2026. Bocek states the combination includes a $77.5 million committed PIPE and has no further cash conditions. She reports a pre-money, pre-merger valuation of $1.265 billion (~ 1.1 billion), including strategic- and EBITDA-based earnouts. The communication does not update the redemption calendar, address the per-share trust balance, propose an extension, or disclose changes to sponsor conduct. Why it matters: Confirming the definitive agreement, securing a $77.5 million PIPE, and removing additional cash conditions increases execution certainty ahead of the shareholder vote, which directly impacts redemption modeling and final pro forma trust distribution expectations. Bocek attributes the rationale for the transaction to accessing deep capital markets for transatlantic growth, expanding manufacturing capacity, and advancing next-generation sodium-ion energy storage technology. Because these strategic and technology assertions originate exclusively from InoBat’s founding CEO, investors should treat them as forward-looking management projections pending independent audit, proxy statement disclosure, and market validation.

What changed: Form 8-K filed as a Rule 425 communication announcing the signing of a definitive Business Combination Agreement between Cartesian Growth Corporation II (SPAC) and InoBat AS (target), including the full text of the BCA and related support agreements. CGC entered into a business combination agreement to acquire InoBat. The transaction values InoBat at $1.265 billion aggregate ($575 million upfront consideration plus up to $690 million in earn-out shares tied to milestones: commissioning of Project Kamzik by Dec 31, 2027, and EBITDA targets of €47M and €87M). No minimum cash condition. Sponsor agrees to forfeit 6.6M private warrants, transfer 800,000 shares to PIPE investor, cancel $1.8M of loans and exchange $9.2M of loans for Series B preference shares and warrants. PIPE of $77.5M committed. Shareholder support agreement signed. Trust per share $12.27. Outside date Dec 31, 2026. Closing expected Q4 2026. Why it matters: Sets redemption mechanics and deadline. Trust per share $12.27. No minimum cash condition -> redemptions could be high without breaking deal. Sponsor has waived redemption and anti-dilution. Shareholders have redemption right at trust value. Deadline for shareholder undertaking Aug 31, 2026. Break fee $10M. Target is battery storage company with revenue, AI angle. Represents full equity story for investors to evaluate. PIPE provides $77.5M, partially backstopping trust withdrawals.

What changed: A Business Combination Agreement (merger agreement) and related exhibits filed on Form 8-K, announcing the de-SPAC transaction between Cartesian Growth Corporation II (CGC) and InoBat AS, a Norwegian battery energy storage systems and battery technology company. This is a new disclosure of a definitive business combination agreement, Sponsor Support Agreement, Shareholder Support Agreements, PIPE Subscription Agreements, and a press release. The agreement provides for InoBat's acquisition via a Dutch-domiciled public company (InoBat N.V.) at a $1.265 billion aggregate value ($575 million upfront plus $690 million in EBITDA and commissioning-based earnouts). A $77.5 million PIPE has been committed, with no minimum cash condition. The trust per share is $12.27. CGC shareholders will have redemption rights; the sponsor forfeits 6.6 million private warrants, transfers 800k Class A shares to the anchor PIPE investor, and converts $9.2 million of sponsor loans into preference shares and PIPE warrants. The closing deadline is December 31, 2026, with a $10 million break fee. Earnout milestones: Earn-Out 1 ($115M) on Project Kamzik commissioning by Dec 2027; Earn-Out 2 ($287.5M) on FY2026 or 2027 EBITDA exceeding €47M; Earn-Out 3 ($287.5M) on FY2027 or 2028 EBITDA exceeding €87M. Lock-ups apply, with orderly disposition agreements for certain selling shareholders. Why it matters: This filing establishes the complete contractual framework for the de-SPAC merger of InoBat. For investors tracking redemptions and trust value, the trust has a $12.27 per-share balance, sponsor has waived redemption on its shares, and the PIPE of $77.5M is committed but carries no minimum cash condition to close, meaning the final cash in the combined company depends on public shareholder redemptions. The December 31, 2026 outside date creates a hard deadline; failure to close by then triggers termination rights. The complex earn-out structure (step-up to $690M) and staggered lock-ups are material to evaluating pre- and post-deal shareholder equity value. The PIPE includes 12% Series A Cumulative Convertible Preference Shares and a conversion price of $12.00 initially, with a floor price of $5.00.

What changed: This filing is a DEFA14A (Additional Definitive Proxy Soliciting Materials) submitted alongside a Form 8-K Current Report that formally announces the postponement of a shareholder meeting and revises associated voting and logistical procedures. Cartesian Growth Corporation II originally scheduled its extraordinary general meeting for Monday, July 27, 2026, at 10:30 a.m. Eastern Time; the registrant has rescheduled the session to Thursday, July 30, 2026, at 10:30 a.m. Eastern Time. The redemption deadline connected to the Extension Proposal has consequently moved to Tuesday, July 28, 2026, at 5:00 p.m. Eastern Time. The substantive proposal remains unchanged: shareholders will vote on an amendment to the Amended and Restated Memorandum and Articles of Association to shift the initial business combination consummation deadline from August 5, 2026, to August 5, 2027. The company will also accept requests to reverse previously submitted redemption applications until the revised deadline. Why it matters: The postponement forces investors to adjust their redemption submission window by two calendar days relative to the prior schedule. By advancing a twelve-month pushout of the business combination deadline to August 5, 2027, management is signaling continued pursuit of a transaction target rather than imminent trust dissolution, which directly preserves the operating runway and impacts when liquidation mechanics would otherwise trigger. The explicit permission to reverse redemption tickets through July 28, 2026, creates a final liquidity corridor that could alter cash retention dynamics ahead of the vote. Chief Executive Officer Peter Yu authorized all procedural disclosures on July 24, 2026. Beyond these timing adjustments, extension mechanics, and reversal permissions, the filing contains no statements regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes.

What changed: Form 8-K Current Report under Item 8.01 (Other Events) announcing the postponement of a shareholder meeting and revising the redemption deadline for a proposed one-year business combination extension. Cartesian Growth Corporation II reported that the extraordinary general meeting, originally scheduled for Monday, July 27, 2026, at 10:30 a.m. Eastern Time, has been rescheduled to Thursday, July 30, 2026, at 10:30 a.m. Eastern Time. The company simultaneously extended the deadline for shareholders to exercise redemption rights ahead of the extension vote to Tuesday, July 28, 2026, at 5:00 p.m. Eastern Time. Management specified it will continue accepting requests to reverse previously submitted redemption tickets until that new cutoff. Why it matters: The adjustment directly alters the cash-out timeline for public investors prior to the vote on the Amendment to the Amended and Restated Memorandum and Articles of Association. By pushing the redemption window closed on July 28, 2026, public holders gain four extra calendar days to decide whether to exchange shares for the reported $12.27 trust value per share or remain invested through the proposed extension. The extension itself would move the final deadline to consummate an initial business combination forward by exactly one year, from August 5, 2026, to August 5, 2027. Chief Executive Officer Peter Yu executed the filing on July 24, 2026.

What changed: Definitive proxy statement (DEF 14A) for an extraordinary general meeting in lieu of annual meeting, seeking shareholder approval to extend the business combination deadline from August 5, 2026 to August 5, 2027, plus an adjournment proposal. Cartesian Growth Corporation II proposes a one-year extension of its deadline to complete an initial business combination. As of June 30, 2026, the trust account held approximately $38.4 million, implying an estimated redemption price of ~$12.47 per public share (vs. $12.00 market close on July 16, 2026). The meeting is set for July 27, 2026; redemption requests must be submitted by 5:00 p.m. ET on July 23, 2026. The sponsor (65.1% owner) will vote in favor, making passage virtually certain. Why it matters: Public shareholders face a redemption decision at ~$12.47 per share, above the current market price. If the extension is approved, the trust will be reduced by any redemptions, and the sponsor may purchase shares to limit redemptions (those shares cannot be voted for the extension). Without the extension, the SPAC would liquidate. The filing provides the first definitive trust value per share ($12.47) and the final redemption deadline.

What changed: PRE 14A Preliminary Proxy Statement soliciting shareholder votes at an Extraordinary General Meeting to amend the company's Charter extending the deadline to consummate an initial business combination and to adjourn the meeting if proxy support is insufficient. The Board proposes extending the business combination termination date from August 5, 2026 to August 5, 2027. Public shareholders retain redemption rights exercisable prior to the July 27, 2026 meeting and again at any future business combination vote. The anticipated per-share redemption price is redacted as $[ ], but the filing notes $37,750,814.08 remained in the Trust Account following the November 2025 extension after 4,173,618 shares were redeemed at approximately $12.27 per share. Approval requires a special resolution representing at least two-thirds of voting shares. The Sponsor and insiders hold 65.1% of all Ordinary Shares and intend to vote FOR the extension. If the extension fails or is abandoned by the Board, the Company will cease operations, wind up within ten business days, distribute Trust funds net of taxes and up to $100,000 for dissolution expenses, and let warrants and Founder Shares expire worthless. The Sponsor will continue drawing $10,000 per month for administrative services until liquidation or a deal closes. Why it matters: The filing indicates the Board believes there is insufficient time to finalize a merger before the current 51-month window expires. By securing a twelve-month extension, management preserves deal-seeking capacity but subjects public shareholders to continued redemption risk, liquidity constraints, and ongoing administrative drawdowns. The Board attributes deal-sourcing delays to macroeconomic uncertainty, including geopolitical conflicts and U.S. inflation. Because insiders control 65.1% of voting power, the extension will likely pass regardless of public sentiment, making shareholder redemption the primary lever to preserve Trust value. The document also discloses extensive U.S. federal tax consequences for redeeming shareholders under PFIC rules, including QEF and mark-to-market election requirements, and warns that CFIUS review could delay or block future targets. Historically, the IPO placed $236,900,000 ($10.30 per unit) in Trust after accounting for $16,804,728 in transaction costs, with later extensions having reduced the balance to $83,770,196.61 before the most recent wave of redemptions lowered it to the current level.

What changed: Form 10-Q (quarterly report) for the three months ended March 31, 2026. Third Extension Charter Amendment approved November 3, 2025 extending deadline to August 5, 2026; approximately 4.2 million shares redeemed at ~$12.27 per share for ~$51.2 million, leaving ~$37.8 million in trust. Trust per-share value was $12.40 at March 31, 2026. Nasdaq delisting occurred July 15, 2025; securities now quoted OTC Pink. Sponsor continues to fund operations via promissory notes; a $250,000 unsecured note was issued May 5, 2026. Net income was $3.1 million for the quarter, primarily from a $3.15 million non-cash gain on warrant liability remeasurement. Why it matters: The SPAC has less than five months to its August 5, 2026 liquidation deadline with no announced target. The trust has been substantially drawn down by repeated redemptions (from $230 million IPO to ~$38 million). Trading is on OTC Pink, impairing liquidity. The sponsor's continued lending signals ongoing efforts but the going-concern qualification and working capital deficit of $5.6 million raise risk of failure to close a deal and return of capital.