Cartesian Growth Corp II Announces Business Combination to Acquire InoBat

What Happened

• On July 24, 2026 (8-K filed July 27, 2026), Cartesian Growth Corp II (CGC) and InoBat AS signed a Business Combination Agreement to combine the companies. The deal values InoBat at $1,265,000,000 in total consideration: $575,000,000 upfront and up to $690,000,000 in earn-out consideration. The parties’ boards approved the transaction, which is expected to close in Q4 2026 subject to shareholder approvals, regulatory clearances and the effectiveness of a Form F-4 registration/ proxy statement and Nasdaq listing for the combined company (ListCo).

Key Details

• Valuation & consideration: $1.265 billion total (Upfront $575M; Earn-outs $690M in three tranches: $115M, $287.5M, $287.5M). Earn-out triggers include Project Kamzik commissioning by 12/31/2027 and specified EBITDA targets (€47M and €87M for designated fiscal years).
• Transaction structure: InoBat will form a Netherlands parent (ListCo) and convert to a Dutch public company; a Cayman merger subsidiary will merge with CGC so that CGC becomes a ListCo subsidiary. CGC Class A shares convert 1:1 into ListCo Common Shares; CGC warrants convert into ListCo warrants at the same $11.50 exercise price.
• Financing and investor commitments: A PIPE is planned totaling $77.5M (institutional PIPE: $50M for Series A preference shares and warrants; other PIPE investors: $27.5M for Series B preference shares and warrants). Sponsor and key shareholders executed support and lock-up agreements; sponsor will forfeit private warrants and make other funding/transfer accommodations.
• Closing conditions & protections: Closing requires shareholder approvals, antitrust/foreign investment clearances, Nasdaq listing approval, and no continuing material adverse effects. Termination provisions include mutual and breach-based rights and break fees (generally $10M; a $500k specified breach fee related to certain consent obligations).

Why It Matters

• This is a SPAC business combination that would take InoBat public through CGC, creating ListCo with an implied enterprise value of $1.265B. Investors should note the mix of upfront vs. contingent (earn-out) consideration—up to $690M depends on project milestones and EBITDA targets, which affects future dilution and the timing of share issuance.
• The deal depends on regulatory approvals, a successful PIPE, and shareholder votes; CGC shareholder redemptions (rights to cash out pre-merger) and the PIPE financing will affect the amount of cash that ListCo has at closing. Lock-ups, orderly disposition limits and registration rights will govern resale timing and liquidity for insiders and investors after closing.
• Retail investors should watch the Form F-4/Proxy filing for full deal economics, dilution tables, risk factors, and the shareholder vote schedule before making investment decisions.