RENEF 8-K
Cartesian Growth Corp II (RENEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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:
| 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
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 7.01 | Regulation FD Disclosure. |
On August 14, 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”), made publicly available an investor presentation regarding the proposed business combination between CGC and InoBat (the “Business Combination”). CGC and InoBat intend to use the investor presentation in connection with presentations to, and meetings with, certain of their respective shareholders, potential investors, analysts and other persons with respect to the proposed Business Combination.
The investor presentation 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 of 1933, as amended, 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 | |
| 99.1 | Investor Presentation, dated August 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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: August 14, 2026
Exhibit 99.1
ENERGY STORAGE & BATTERY PLATFORM June 2026 CONFIDENTIAL © INOBAT 2026
Disclaimers This Presentation (together with oral statements made in connection herewith, the “Presentation”) is for information purposes related to Cartesian Growth Corporation II (“CGCII”) and InoBat AS, a Norway corporation (together with its subsidiaries, the “Company”) . This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of or by CGCII or the Company or any affiliates thereof . The information contained herein does not purport to be all - inclusive and none of CGCII, the Company, nor any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation, including any information based on studies, publications, surveys, or internal estimates . To the fullest extent permitted by law, in no circumstances will CGCII, the Company or any of their respective subsidiaries, stockholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . No Offer or Solicitation . This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934 , as amended . This Presentation does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . CGCII, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from CGCII’s stockholders with respect to a potential business combination . A list of the names of CGCII’s directors and executive officers and a description of their interests in CGCII is contained in CGCII’s final prospectus relating to its initial public offering, which was filed with the Securities and Exchange Commission (the “SEC”) and dated May 5 , 2022 , and is available free of charge at the SEC’s web site at www . sec . gov, or by directing a request to CGCII . Additional information regarding the interests of the participants in the solicitation of proxies from the shareholders of CGCII with respect to the proposed Business Combination will be contained in a proxy statement/prospectus for the proposed business combination filed by CGCII when available . Forward - Looking Statements . Certain statements in this Presentation may be considered “forward - looking statements” . Forward - looking statements herein generally relate to future events or the future financial or operating performance of CGCII, the Company or the Combined Company . For example, projections of future financial performance of the Combined Company, the business combination, the Combined Company’s business plan, other projections concerning key performance metrics or milestones, the proceeds of the business combination and the Combined Company’s expected cash runway, and the potential effects of the business combination on CGCII and the Combined Company, are forward - looking statements . In some cases, you can identify forward - looking statements by terminology such as “ may,”“ should,”“ expect,”“ intend,”“ will,” “estimate,”“ anticipate,”“ believe,”“ predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology . Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward - looking statements . This includes any projected financial information, which is for illustrative purposes only, is based on assumptions that may not materialize, and has not been audited or reviewed by any independent auditors . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by CGCII, the Company and their respective management, as the case may be, are inherently uncertain and subject to material change . New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties . Factors that may cause actual results to differ materially from current expectations include, but are not limited to, factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in CGCII’s final prospectus relating to its initial public offering and other filings with the SEC, as well as factors associated with companies, such as the Company, including anticipated trends, growth rates, and challenges in their businesses and in the markets in which they operate . Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein . Names, Marks, and Information . This Presentation may contain trademarks, service marks, trade names, names, and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM © or ® symbols . In addition, this Presentation contains references to the names of other companies and their logos and marks to describe market context, as illustrations, and to provide industry examples . No inference should be made regarding such references regarding any endorsement, sponsorship, affiliation, partnership, or other business relationship with any referenced entity . Finally, information regarding other companies, their businesses, and their products and services is based upon research by CGCII and/or the Company . As a result, if you are considering doing business with, using, or analyzing such other companies, businesses, and/or products and services, you should independently confirm information and not rely upon statements or information set out herein . No Relationship or Joint Venture . Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture . This Presentation does not create any obligation on the part of the Company, CGCII or the recipient to enter into any further agreement or arrangement . This Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete the proposed transactions contemplated herein . Third Party Information . Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s or CGCII’s own internal estimates and research . In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions . Finally, while the Company and CGCII believe their internal research is reliable, such research has not been verified by any independent source and the Company and CGCII cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness . Certain financial terms contained in this Presentation, such as profitable, profit, and EBITDA, are not GAAP or IFRS terms and may not be comparable to the use of such terms by other companies .
InoBat: Multi - Dimensional Expertise CONFIDENTIAL © INOBAT 2026 3 / 12 Energy Storage Strategic Partnerships • Capital - efficient gigafactory • JV with Gotion • Additional JVs in formation • Growing & profitable BESS business • Turnkey EPC & commissioning services • 875 MWh delivered or signed Cell Development • Broad battery development capabilities • Industrialization from lab to production • NMC, silicon, sodium - ion
State - of - the - Art BESS Operation in High - Growth Market CONFIDENTIAL © INOBAT 2026 4 / 12 2,000 m² BESS production facility with capacity to scale up to 5 GWh, fully compliant with EU quality & regulatory standards. LOCATION Voderady, Slovakia FOOTPRINT 2,000 SQM CAPACITY Up to 5 GWh BESS
BESS: Essential Enabler in Energy Sector CONFIDENTIAL © INOBAT 2026 5 / 12 • Europe’s annual utility - scale BESS installations expected to multiply in four years • Driven by electricity price volatility, solar and wind penetration, supportive policies, revenue stacking opportunities, flex ibi lity needs • Despite impressive growth, remains significantly below needs of European energy system Source: European Market Outlook for Battery Storage 2025 – 2029, SolarPower Europe, 2025. 126 16
Diversified Demand & Profitable Growth CONFIDENTIAL © INOBAT 2026 6 / 12 Multiple, high - demand applications: • Grid - scale utilities/national utilities grid stability • Renewable energy developers/operators energy price arbitrage & output smoothing • Energy - intensive industrials utilizing their large grid connections for ancillary revenue • Energy traders price arbitrage
CONFIDENTIAL © INOBAT 2026 InoBat Gotion Altris BESS Pipeline Forging Transatlantic Partnerships Clarios Analog Devices 7 / 12
CONFIDENTIAL © INOBAT 2026 From Utility - scale BESS to AI Data Center Solutions Tomorrow’s Market: Data Centers & Hyperscalers Today’s Market: BESS for Industrials, Utilities, & Energy Traders Integrated Supercapacitor Technology & Battery Management System 8 / 12
2026 2027 2028 - 2029 2030 JDA, JV R&D Pilot Scale Local production pilot BESS integration test Pre - commercial Component integration Localized supply chain Commercial Rollout Full Na - ion BESS China - free CONFIDENTIAL © INOBAT 2026 Sodium - ion BESS: Resilience & Performance • Stable & low - cost structure; avoiding commodity price volatility • Higher intrinsic safety with potentially superior low - temperature • Well - suited for energy storage & low - voltage automotive (ICE & BEV) applications Na - ion vs LFP 9 / 12
CONFIDENTIAL © INOBAT 2026 Na - ion Technology: Multi - Sector Scalability • Industry leader: • Sells 150 million low - voltage batteries each year • Powers 1 in 3 vehicles worldwide • Present in 100+ countries • Selected sodium - ion as a key to innovation strategy PHASE 1 2026 – 2028 PHASE 2 2029 – Onwards Technology Maturity Na - ion cell validation Automotive Scale - Up Serial production Chemistry validation & yield optimization High - volume Na - ion cell production for OEMs & Tier 1 TRL 8 – 9 target within 24 months GWh - scale mass capacity in Western markets Source: Automotive Lead Acid Battery Market Size and Share Forecast Outlook 2025 to 2035, Future Market Insights Na - ion vs Lead - Acid • Well - suited for low - voltage automotive applications, an alternative to lead - acid batteries • Global automotive lead - acid market: $31 billion in annual sales 10 / 12
ENERGY STORAGE & BATTERY PLATFORM June 2026 CONFIDENTIAL © INOBAT 2026