RENEF merger with InoBat
InoBat is a European battery energy storage systems (BESS) manufacturer and battery-cell development platform: through its BESSMONT product line it designs, assembles and deploys utility-scale BESS from its Voderady … (Slovakia)
Announced 27 July 2026.
extended to Aug 2027; $32.5M redeemed
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $78M · unsourced
- Sponsor promote
- 20%
- Break fee
- $10M
- Exchange ratio
Contribution/exchange: InoBat shareholders holding at least 90% of outstanding InoBat shares (including shares issuable on conversion of convertible notes and options) contribute their InoBat shares to ListCo for ListCo Common Shares at the Exchange Ratio defined in the BCA (ratio not numerically stated in the 8-K). InoBat options roll into ListCo options at the Exchange Ratio with strike divided by the Exchange Ratio.more ▾less ▴
preferred + warrants: $50M of 490,196 ListCo 12.0% Series A Cumulative Convertible Preference Shares (stated value $120.00) plus PIPE Warrants for 100% of underlying commons; and $27.5M of 269,608 Lismore ▾less ▴
One unnamed 'Institutional PIPE Investor' takes the entire $50M Series A tranche (and receives 800,000 CGC Class A Shares transferred by the Sponsor); the $27.5M Series B tranche is taken by other PIPE Investors including an affiliate of the Sponsor. No PIPE investor is named in the 8-K.more ▾less ▴
- Coupon
- 12% — paid in kind, or in cash at a lower rate
Earn-Out Shares worth $690,000,000 (deemed $10.20 per ListCo Common Share) in three tranches: $115,000,000 on start of commissioning of Project Kamzik (Surany, Slovakia) before Dec 31, 2027; $287,500,000 if ListCo EBITDA for FY2026 or FY2027 exceeds EUR47,000,000; $287,500,000 if ListCo EBITDA for FY2027 or FY2028 exceeds EUR87,000,000. Unvested Earn-Out Shares are forfeited if the target is missed and vest on a qualifying change of control.more ▾less ▴
At the Closing, Sponsor shall (a) forfeit and surrender to CGC all of its CGC Private Warrants (comprising 6,600,000 CGC Private Warrants), (b) transfer (which transfer may be effected by way of forfeiture and new issuance) to the Institutional PIPE Investor (as defined in the BCA) or its designee 800,000 CGC Class A Shares, (c) cancel obligations under the Sponsor Loans (as defined in the BCA) of $1,800,000, and (d) exchange obligations of $9,200,000 under the Sponsor Loans into 90,196 ListCo Series B Preference Shares and 901,961 ListCo Warrantsmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: InoBat AS
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
InoBat is a European battery energy storage systems (BESS) manufacturer and battery-cell development platform: through its BESSMONT product line it designs, assembles and deploys utility-scale BESS from its Voderady, Slovakia facility for industrial and utility customers (875 MWh delivered or contracted across Europe per the announcement), while in parallel developing next-generation sodium-ion cell technology with Clarios and Altris and holding a stake in the Gotion InoBat Batteries (GIB) gigafactory JV with Gotion High-Tech; strategic shareholders include Rio Tinto, Amara Raja, Gotion High-Tech/Volkswagen Group, Slovak Investment Holding (SZRB Group), Across Finance and IPM Group, and it is an EU IPCEI awardee. Founded September 2019 (as InoBat Auto) and led by co-founder/CEO Marian Bocek with chairman Andy Palmer (ex-Aston Martin CEO); the BCA counterparty is InoBat AS, a Norwegian aksjeselskap holding company, though operations are headquartered in Slovakia. NO SEC-filed financial statements exist yet (F-4 pending): the 8-K's own risk factors call InoBat 'an early-stage company with a history of financial losses', while the press release claims a 'cash-generative BESS business' and the earn-out is gated on EBITDA of EUR 47M (FY2026/27) and EUR 87M (FY2027/28) - targets, not actuals.
Founded 2019.
InoBat AS — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 6 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what InoBat AS actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for InoBat AS, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $940M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $2.30 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 0.76× to 11.73×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $940M, not the announced $575M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- NRGV, BESS, ELPW, QS, 373220.KS, SHLS, 300750.SZ, DFLI, GWH, XPON, CSIQ, KULR have no revenue to divide by, so they are shown but left out of the peer median.
The 18 listed companies it is measured against, and why
- FLNC0.76× revenue
Fluence Energy is the listed pure-play utility-scale BESS integrator - the direct large-cap version of InoBat's BESSMONT business of designing and deploying grid-scale storage for utilities and industrials.
- NRGVno revenue multiple
Direct comp: Batteries & Uninterruptable Power Supplies; small-cap ($779m); shares bess, battery, storage, deploys, energy, utility with the target's own description; forward EV/Sales 2.9x.
- EOSE11.73× revenue
Eos Energy Enterprises manufactures and deploys its own utility-scale battery energy storage systems from a single plant - the closest listed analog to an emerging-scale BESS manufacturer ramping production.
- BESSno revenue multiple
Direct comp: Batteries & Uninterruptable Power Supplies; micro-cap ($41m); shares bess, battery, storage, ion, energy, generation with the target's own description; forward EV/Sales 1.0x.
- STEM2.5× revenue
Stem Inc. sells battery energy storage to commercial/industrial and utility customers; benchmarks how the market values sub-scale BESS providers with thin margins.
- MVST1.11× revenue
Microvast is a listed vertically-integrated lithium battery cell/pack manufacturer serving commercial vehicles and ESS - comparable cell-manufacturing economics at similar scale.
- ELPWno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($8m); shares battery, batteries, ion, storage, high, energy with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- QSno revenue multiple
QuantumScape is the benchmark listed pre-commercial next-generation battery chemistry developer, comparable to InoBat's sodium-ion and advanced-cell R&D platform value.
- SES3.04× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; small-cap ($657m); shares battery, ion, storage, batteries, cell, energy with the target's own description; forward EV/Sales 1.1x.
- 373220.KSno revenue multiple
LG Energy Solution is the scaled global battery cell manufacturer whose economics InoBat's gigafactory JV ambitions point at; KRW listing so multiples auto-skipped.
- SHLSno revenue multiple
Operational comp: Electrical Components & Equipment (NEC); small-cap ($1.4bn); shares bess, battery, storage, group, energy, manufacturer with the target's own description; forward EV/Sales 2.4x.
- 300750.SZno revenue multiple
CATL (partner Gotion's larger Chinese rival) anchors what mature battery manufacturing earns and is valued at; CNY listing so multiples auto-skipped.
- DFLIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($37m); shares battery, batteries, cell, storage, energy, next with the target's own description; forward EV/Sales 0.9x.
- GWHno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($42m); shares battery, batteries, tech, ion, energy, storage with the target's own description; forward EV/Sales 56.7x.
- XPONno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($7m); shares battery, assembles, batteries, storage, energy, designs with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CSIQno revenue multiple
Operational comp: Photovoltaic Solar Systems & Equipment; small-cap ($1.6bn); shares battery, storage, utility, energy, scale, manufacturer with the target's own description; forward EV/Sales 1.3x.
- KULRno revenue multiple
Operational comp: Electrical Components & Equipment (NEC); micro-cap ($135m); shares battery, batteries, storage, cell, energy, systems with the target's own description; forward EV/Sales 3.5x.
- ENS2.09× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; mid-cap ($6.3bn); shares battery, batteries, storage, utility, energy, systems with the target's own description; forward EV/Sales 2.0x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Earn-Out Shares worth $690,000,000 (deemed $10.20 per ListCo Common Share) in three tranches: $115,000,000 on start of commissioning of Project Kamzik (Surany, Slovakia) before Dec 31, 2027; $287,500,000 if ListCo EBITDA for FY2026 or FY2027 exceeds EUR47,000,000; $287,500,000 if ListCo EBITDA for FY2027 or FY2028 exceeds EUR87,000,000. Unvested Earn-Out Shares are forfeited if the target is missed and vest on a qualifying change of control.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.