As filed with the Securities and Exchange Commission on September 23, 2026

Registration Statement No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

InoBat B.V.

(Exact Name of Registrant as Specified in Its Charter)

Voderady 429

919 42 Voderady, Slovakia

Tel: +421 (903) 758 404

(Address, including zip code, and telephone number, including area code, of Principal Executive Offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

Tel: (800) 221-0102

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

InoBat AS

 Voderady 429

919 42 Voderady

Slovakia

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY - SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2026

LETTER TO SHAREHOLDERS OF
CARTESIAN GROWTH CORPORATION II

505 Fifth Avenue, Suite 1500, New York, NY 10017

Dear Shareholders of Cartesian Growth Corporation II:

You are cordially invited to attend an Extraordinary General Meeting of CARTESIAN GROWTH CORPORATION II, a Cayman Islands exempted company (“CGC”), which will be held on , 2026 at _____________ Eastern time at the offices of Greenberg Traurig LLP, at 333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131, and virtually over the internet via live audio webcast at https://_______________, or at such other time, on such other date and at such other place to which the meeting may be adjourned (“Extraordinary General Meeting”).

You will be permitted to attend the Extraordinary General Meeting in person at the offices of Greenberg Traurig LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting as further instructed in the accompanying proxy statement/prospectus.

Your vote is very important. Whether you plan to attend the Extraordinary General Meeting or not, please grant your proxy as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented and voted at the Extraordinary General Meeting. If you are a shareholder of record, please complete, sign, date and return your proxy card as soon as possible and to be received by our proxy agent, _____________ (the “Proxy Agent”) by no later than 48 hours before the time appointed for the Extraordinary General Meeting to commence, or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. Submitting a proxy now will not prevent you from being able to attend and cast your vote at the Extraordinary General Meeting. If your shares are held in “street name” in an account at a brokerage firm or bank, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend the Extraordinary General Meeting you must timely obtain a legal proxy from your brokerage firm, bank or other nominee and follow the instructions detailed in the accompanying proxy statement/prospectus.

The accompanying proxy statement describes the business CGC will conduct at the Extraordinary General Meeting and provides information about CGC, TopCo (as defined below) and InoBat and the Business Combination (each as defined below) that you should consider when you vote your shares.

On July 24, 2026, CGC, InoBat AS, a private limited company (aksjeselskap) organized under the Laws of Norway and registered with registration number 927 439 948 in the Norwegian Register of Business Enterprises (“InoBat”), entered into a Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”), pursuant to which certain transactions will occur, and in connection therewith, (i) InoBat formed InoBat B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed InoBat N.V. prior to closing of the Business Combination (the “Closing”)) (“TopCo”), (ii) TopCo formed InoBat Cayman Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“Merger Sub”), and (iii) TopCo will become the ultimate parent company of InoBat and CGC, the surviving entity in a merger with Merger Sub, and the securityholders of CGC and InoBat will become securityholders of TopCo.

As set forth in the accompanying proxy statement/prospectus, at the Extraordinary General Meeting, CGC shareholders will be asked to consider and vote upon the following proposals (together, the “Transaction Proposals”):

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, InoBat entered into a letter agreement (the “Sponsor Support Agreement”) with CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor has agreed (a) to vote all of its CGC Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 each, of CGC (“CGC Class B Ordinary Shares” and collectively with the “CGC Class A Ordinary Shares”, the “CGC Ordinary Shares”) in favor of all of the Transaction Proposals and to take all actions reasonably necessary to cause the Closing, including execution of the shareholder approval, (b) 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 (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (c) forfeit and surrender to CGC all of its CGC Private Placement Warrants, (d) transfer 800,000 CGC Class A Ordinary Shares to an institutional PIPE Investor (the “Institutional PIPE Investor”) or its designee, (e) cancel $1.8 million of obligations under the promissory notes evidencing loans made to CGC by the Sponsor or its affiliates (the “Sponsor Loans”) and exchange $9.2 million of obligations under the Sponsor Loans (as defined in the Business Combination Agreement) into 90,196 TopCo Series B Preference Shares (as defined below) and 901,961 PIPE Warrants (as defined below), (f) be bound by certain other covenants and agreements related to the Business Combination, (g) be bound by certain transfer restrictions with respect to its shares in CGC prior to the Closing, and (h) waive redemption rights with respect to any CGC Class A Ordinary Shares held by the Sponsor, in each case on the terms and subject to the conditions set forth therein.

In connection with the foregoing and 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, (a) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including agreeing to enter into a Company Shareholder Undertaking, as defined in the Business Combination Agreement), (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing, and (c) release claims against InoBat, CGC and Merger Sub.

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:

Each TopCo Preference Share will have a stated value of $120.00, and will have the rights, preferences and privileges set forth in the TopCo Organizational Documents. The investments by the PIPE Investors pursuant to the Investor Subscription Agreements are referred to herein as the “PIPE Financing.”

The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the TopCo Common Shares (including the TopCo Common Shares issuable to the PIPE Investors pursuant to the Investor Subscription Agreements) having been approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”) or the NYSE; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the Closing 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, TopCo and InoBat will grant the PIPE Investors certain customary registration rights.

InoBat shareholders who execute the irrevocable shareholder undertaking contemplated by the Business Combination Agreement (the “InoBat Shareholder Undertaking”) will be entitled to receive additional TopCo Common Shares (the “Earn-Out Shares”) upon the achievement of certain milestones. The Earn-Out Shares represent consideration equal to $690.0 million and will be issued across three tranches: (i) TopCo Common Shares representing $115.0 million of value, based on a deemed value of $10.20 per TopCo Common Share, upon the start of commissioning of Project Kamzik, including the production line in Project Kamzik’s facility in Surany, Slovakia, before December 31, 2027 (the “Earn-Out 1 Shares”); (ii) TopCo Common Shares representing $287.5 million of value, based on a deemed value of $10.20 per TopCo Common Share, if the EBITDA of TopCo for either fiscal year 2026 or fiscal year 2027 exceeds €47.0 million (the “Earn-Out 2 Shares”); and (iii) TopCo Common Shares representing $287.5 million of value, based on a deemed value of $10.20 per TopCo Common Share, if the EBITDA of TopCo for either fiscal year 2027 or fiscal year 2028 exceeds €87.0 million, 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”).

The following tables illustrate varying ownership levels in TopCo immediately following the consummation of the Business Combination based on two scenarios, (i) assuming no CGC Class A Ordinary Shares held by CGC’s public shareholders (“CGC Public Shareholders”) are redeemed, and (ii) assuming all 475,036 CGC Class A Ordinary Shares held by CGC Public Shareholders are redeemed. The tables further assume the following: (i) 800,000 CGC Class A Ordinary Shares are transferred to the Institutional PIPE Investor, (ii) all CGC Private Placement Warrants are forfeited, (iii) no TopCo Preference Shares are converted into TopCo Common Shares, (iv) there are no Dissenting CGC Shareholders, (v) there are no other additional investors in TopCo at the consummation of the Business Combination who will receive TopCo Common Shares, (vi) that none of the CGC Private Placement Warrants, the PIPE Warrants or the CGC Public Warrants have been exercised or are exercised at the time of the completion of the Business Combination, (vii) no Earn-Out Shares have been issued, and (viii) no shares have been issued under the Incentive Plan.

The following summarizes the number of TopCo Shares outstanding under the two redemption scenarios as of August 31, 2026:

The following summarizes the number of TopCo Shares outstanding under the two redemption scenarios if all CGC Private Placement Warrants, PIPE Warrants and CGC Public Warrants were exercised and all TopCo Preference Shares are converted into TopCo Common Shares (showing the maximum dilution but not accounting for any shares issued under the Incentive Plan, and assuming all warrants are exercised on a cash-basis rather than a cashless basis, that the TopCo Preference Shares are converted at the Closing Date stated value, with no interest having accrued, and that all Earn-Out Shares have been issued), as of August 31, 2026:

The following table shows the dilutive effect and the effect on the per share value of CGC Class A Ordinary Shares held by non-redeeming CGC Public Shareholders under two redemption scenarios and based on the exercise of the warrants:

TopCo intends to apply to list the TopCo Common Shares on Nasdaq upon the Closing. We cannot assure you that the TopCo Common Shares will be approved for listing on Nasdaq.

TopCo is an “emerging growth company” under applicable United States federal securities laws and will be subject to reduced public company reporting requirements. Investing in TopCo’s securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in TopCo’s securities.

TopCo is a “foreign private issuer” within the meaning of the rules of Nasdaq, on which we intend to list TopCo’s common shares and, as a result, expect TopCo to qualify for, and TopCo intends to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

With respect to CGC and the holders of the CGC Ordinary Shares, the accompanying proxy statement/prospectus serves as a:

Pursuant to the third amended and restated memorandum and articles of association of CGC adopted by special resolution passed on May 5, 2022 and effective on May 5, 2022 (as further amended and/or restated from time to time) (the “CGC Memorandum and Articles of Association”), CGC is providing CGC Public Shareholders with the opportunity to redeem, upon the Closing, CGC Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the Closing) in the trust account established by CGC to hold a portion of the proceeds of CGC’s initial public offering (the “CGC IPO”) and from certain private placements occurring simultaneously with the CGC IPO (the “Trust Account”) (the “CGC Shareholder Redemption”). The per-share amount CGC will distribute to CGC Public Shareholders who properly redeem their CGC Class A Ordinary Shares will not be reduced by the aggregate deferred underwriting commission that CGC will pay to the underwriters of the CGC IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $6.0 million as of August 31, 2026, the estimated per CGC Class A Ordinary Share redemption price would have been approximately $12.53. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. CGC Public Shareholders may elect to redeem their CGC Class A Ordinary Shares even if they vote for the Business Combination Proposal. Each redemption of CGC Class A Ordinary Shares by CGC Public Shareholders will reduce the amount in the Trust Account.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. Holders of outstanding CGC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that (i) none of the CGC Public Shareholders exercise their redemption rights with respect to their CGC Class A Ordinary Shares, (ii) none of CGC’s shareholders exercise dissenters rights with respect to the Merger and (iii) InoBat shareholders represent 100% of the issued and outstanding shares of InoBat. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination - Ownership of TopCo.”

The Business Combination Agreement specifically includes a condition that the TopCo’s initial listing application with the Nasdaq in connection with the transactions contemplated by the Business Combination Agreement shall have been conditionally approved by the Nasdaq and, immediately following the Closing, TopCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq and the TopCo Common Shares shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof.

The Sponsor and the directors and officers of CGC have agreed, for no additional consideration, to waive their redemption rights with respect to any CGC Ordinary Shares held by them in connection with the consummation of the Business Combination (the “Founder Shares”), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and the directors and officers of CGC have agreed to vote any CGC Ordinary Shares owned by them in favor of the Business Combination and the transactions contemplated thereby. The Founder Shares are subject to transfer restrictions. The CGC Memorandum and Articles of Association includes a conversion adjustment which provides that the CGC Class B Ordinary Shares will automatically convert at the time of the Business Combination into a number of CGC Class A Ordinary Shares, at a conversion rate that entitles the holders of such CGC Class B Ordinary Shares to continue to own, in the aggregate, 20% of the issued and outstanding CGC Ordinary Shares. However, the Sponsor and the directors and officers of CGC have agreed to waive such conversion adjustment pursuant to the Sponsor Support Agreement. Please see the section entitled “Frequently Used Terms and Basis of Presentation” in the accompanying proxy statement/prospectus for assumptions relating to this calculation.

CGC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination, the Merger and other related business to be considered by the CGC shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all CGC shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of TopCo, CGC and InoBat carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 11 of the accompanying proxy statement/prospectus.

After careful consideration, the CGC Board has approved the Business Combination Agreement, the Business Combination and the Merger, and recommends that CGC shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” all other proposals presented to CGC shareholders in the accompanying proxy statement/ prospectus. When you consider the CGC Board’s recommendation of these proposals, you should keep in mind that certain CGC directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination - Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of each of the Merger Proposal and the Organizational Documents Proposal requires a special resolution under the CGC Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the CGC Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution under the CGC Memorandum and Articles of Association, being the affirmative vote of holders of a majority of the CGC Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present.

The transactions contemplated by the Business Combination Agreement, including the Merger, will be consummated only if both the Business Combination Proposal and the Merger Proposal are approved at the Extraordinary General Meeting. The Closing is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be voted at the Extraordinary General Meeting. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

IF YOU ARE A CGC PUBLIC SHAREHOLDER AND WISH TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT CGC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT BY FOLLOWING THE PROCEDURES OUTLINED IN THE ACCOMPANYING PROXY STATEMENT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND DELIVER TO THE TRANSFER AGENT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF YOU HOLD THROUGH A NOMINEE, YOU WILL BE REQUIRED TO IDENTIFY YOURSELF.

On behalf of the CGC Board, I would like to thank you for your support of CGC and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated __________, 2026, and is expected to be first mailed or otherwise delivered to CGC shareholders on or about __________, 2026.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by TopCo, CGC or InoBat. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of TopCo, CGC or InoBat since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF CARTESIAN GROWTH CORPORATION II
TO BE HELD __________, 2026

Dear Shareholders of Cartesian Growth Corporation II:

NOTICE IS HEREBY GIVEN of an extraordinary general meeting (the “Extraordinary General Meeting”) of CARTESIAN GROWTH CORPORATION II, a Cayman Islands exempted company (“CGC”), which will be held on __________, 2026 at ______, Eastern time at the offices of Greenberg Traurig LLP, at 333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131 and virtually over the internet via live audio webcast at https://___________________, or at such other time, on such other date and at such other place to which the meeting may be adjourned (the “Extraordinary General Meeting”). The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting by visiting https://___________________ and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting. Such virtual attendance will be treated as presence in person at the Extraordinary General Meeting.

At the Extraordinary General Meeting, you will be asked to consider and vote on the following proposals:

“RESOLVED, as an ordinary resolution, that the Business Combination Agreement dated as of July 24, 2026 (as it may be amended from time to time, the “Business Combination Agreement”) by and among Cartesian Growth Corporation II (“CGC”) and InoBat AS, a private limited company (aksjeselskap) organized under the Laws of Norway and registered with registration number 927 439 948 in the Norwegian Register of Business Enterprises (“InoBat”), pursuant to which several transactions will occur, and in connection therewith, InoBat formed InoBat B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed InoBat N.V. prior to closing of the Business Combination) (“TopCo”), TopCo formed InoBat Cayman Merger Sub , a Cayman Islands exempted company and wholly-owned subsidiary of TopCo (“Merger Sub”), TopCo will become the ultimate parent company of InoBat and CGC, and the securityholders of CGC and InoBat will become securityholders of TopCo (the “Business Combination”), and the consummation of the transactions contemplated thereby each be confirmed, ratified, authorized and approved in all respects.”

“RESOLVED, as a special resolution, that:

“RESOLVED, as an ordinary resolution, that the issuance or potential issuance of common shares, par value €0.12 per share (i) to the shareholders of CGC and the shareholders of InoBat pursuant to the Business Combination Agreement, (ii) to the PIPE Investors in the PIPE Financing pursuant to the Investor Subscription Agreements and (iii) any other issuances of TopCo Common Shares and securities convertible into or exercisable for TopCo Common Shares pursuant to subscription, purchase or similar agreements CGC or InoBat has entered, or may enter, into prior to Closing, be confirmed, ratified, authorized and approved in all respects.”

“RESOLVED, as a special resolution, that the articles of association of TopCo in the form tabled to the Extraordinary General Meeting (a copy of which is attached to the accompanying proxy statement/prospectus as Annex I, be confirmed, ratified, authorized and approved in all respects.”

“RESOLVED, as an ordinary resolution, that the InoBat N.V. 2026 Incentive Plan (the “Incentive Plan”), be confirmed, ratified, authorized and approved in all respects.”

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting, if necessary or appropriate, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes for the approval of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, The Organizational Documents Proposal or the Incentive Plan Proposal, or (ii) where the CGC Board has determined it is otherwise necessary, be approved.”

Only holders of record of CGC Class A Ordinary Shares and Class B Ordinary Shares, par value $0.0001 per share, of CGC at the close of business on            , 2026 (the “Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments thereof.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, InoBat entered into a Sponsor Support Agreement with Sponsor, pursuant to which the Sponsor has agreed (a) to vote all of its CGC Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 each, of CGC in favor of all of the Transaction Proposals and to take all actions reasonably necessary to cause the Closing, including execution of the shareholder approval, (b) 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 (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (c) forfeit and surrender to CGC all of its CGC Private Placement Warrants, (d) transfer 800,000 CGC Class A Ordinary Shares to the Institutional PIPE Investor or its designee, (e) cancel $1.8 million of obligations under the promissory notes evidencing loans made to CGC by the Sponsor or its affiliates (the “Sponsor Loans”) and exchange $9.2 million of obligations under the Sponsor Loans (as defined in the Business Combination Agreement) into 90,196 TopCo Series B Preference Shares (as defined below) and 901,961 PIPE Warrants (as defined below), (f) be bound by certain other covenants and agreements related to the Business Combination, (g) be bound by certain transfer restrictions with respect to its shares in CGC prior to the Closing, and (h) waive redemption rights with respect to any CGC Class A Ordinary Shares held by the Sponsor, in each case on the terms and subject to the conditions set forth therein.

In connection with the foregoing and 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, (a) support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including agreeing to enter into a Company Shareholder Undertaking, as defined in the Business Combination Agreement), (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing, and (c) release claims against InoBat, CGC and Merger Sub.

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:

Each TopCo Preference Share will have a stated value of $120.00, and will have the rights, preferences and privileges set forth in the TopCo Organizational Documents.

The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the TopCo Common Shares (including the TopCo Common Shares issuable to the PIPE Investors pursuant to the Investor Subscription Agreements) having been approved for listing on Nasdaq or the NYSE; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the Closing 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, TopCo and InoBat will grant the PIPE Investors certain customary registration rights.

InoBat shareholders who execute the irrevocable shareholder undertaking contemplated by the Business Combination Agreement (the “InoBat Shareholder Undertaking”) will be entitled to receive additional Earn-Out Shares upon the achievement of certain milestones. The Earn-Out Shares represent consideration equal to $690.0 million and will be issued across three tranches: (i) TopCo Common Shares representing $115.0 million of value, based on a deemed value of $10.20 per TopCo Common Share, upon the start of commissioning of Project Kamzik, including the production line in Project Kamzik’s facility in Surany, Slovakia, before December 31, 2027 (the “Earn-Out 1 Shares”); (ii) TopCo Common Shares representing $287.5 million of value, based on a deemed value of $10.20 per TopCo Common Share, if the EBITDA of TopCo for either fiscal year 2026 or fiscal year 2027 exceeds €47.0 million (the “Earn-Out 2 Shares”); and (iii) TopCo Common Shares representing $287.5 million of value, based on a deemed value of $10.20 per TopCo Common Share, if the EBITDA of TopCo for either fiscal year 2027 or fiscal year 2028 exceeds €87.0 million, 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”).

The above matters are more fully described elsewhere in this proxy statement/prospectus, which also includes a copy of the Business Combination Agreement as Annex A, and a copy of the Plan of Merger as Annex B. You are urged to read carefully this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of TopCo, CGC and InoBat.

The Closing is conditioned upon the approval of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of CGC Ordinary Shares registered in each shareholder’s name which are voted, with each CGC Ordinary Share carrying one vote. Approval of the Merger Proposal and the Organizational Documents Proposal requires a special resolution under the CGC Memorandum and Articles of Association, being the affirmative vote of holders of at least two-thirds of the CGC Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution under the CGC Memorandum and Articles of Association, being the affirmative vote of holders of a majority of the CGC Ordinary Shares that are entitled to vote and are voted at the Extraordinary General Meeting at which a quorum is present. The CGC Board recommends that you vote “FOR” each of these proposals.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event, so as to be received by our proxy agent, __________ (the “Proxy Agent”) no later than  Eastern Time, on __________, 2026, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting), or authorize the individuals named on your proxy card to vote your shares by using the internet as described in the instructions included with your proxy card. Submitting a proxy now will NOT prevent you from being able to attend and vote at the Extraordinary General Meeting. If your shares are held in “street name” in an account at a brokerage firm or bank, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend and cast your vote at the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting.

Thank you for your participation. We look forward to your continued support.

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

HOLDERS OF CGC CLASS A ORDINARY SHARES (“CGC PUBLIC SHAREHOLDERS”) HAVE THE RIGHT TO HAVE THEIR CGC CLASS A ORDINARY SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. CGC PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST ANY PROPOSAL DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, OR TO VOTE ON ANY PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR CGC CLASS A ORDINARY SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY CGC PUBLIC SHAREHOLDER HOLDING CGC CLASS A ORDINARY SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS.

TO EXERCISE REDEMPTION RIGHTS, CGC PUBLIC SHAREHOLDERS MUST TENDER THEIR CGC CLASS A ORDINARY SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, CGC’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. CGC PUBLIC SHAREHOLDERS MAY TENDER THEIR SHARES BY EITHER DELIVERING THEIR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING THEIR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE CGC PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND DELIVER TO THE TRANSFER AGENT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. IF YOU HOLD THROUGH A NOMINEE, YOU WILL BE REQUIRED TO IDENTIFY YOURSELF. SEE “EXTRAORDINARY GENERAL MEETING OF CGC SHAREHOLDERS - REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by TopCo (File No. 333-[__]), constitutes a prospectus of TopCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the TopCo securities to be issued to CGC shareholders and warrant holders and InoBat shareholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of CGC shareholders at which CGC shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and to adopt and approve the Plan of Merger and the Merger, by the approval and adoption of the Business Combination Proposal and the Merger Proposal, respectively, and to adjourn the Extraordinary General Meeting, if necessary or appropriate, by approval of the Adjournment Proposal.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

The exchange rate used for conversion between U.S. dollars and Euros is based on the ECB euro reference exchange rate published by the European Central Bank.

IMPORTANT INFORMATION ABOUT U.S. GAAP, IFRS ACCOUNTING STANDARDS AND NON-IFRS ACCOUNTING STANDARDS FINANCIAL MEASURES

CGC’s financial statements included in this proxy statement/ prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

InoBat’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). This proxy statement/prospectus includes certain references to financial measures that were not prepared in accordance with IFRS Accounting Standards, including Adjusted EBITDA. InoBat presents non-IFRS Accounting Standards measures because they are used by InoBat’s management in monitoring InoBat’s business and because InoBat believes that they and similar measures are frequently used by securities analysts, investors and others in evaluating companies in its industry. The presentation of this non-IFRS Accounting Standards information is not meant to be considered in isolation or as a substitute for InoBat’s combined financial results prepared in accordance with IFRS Accounting Standards.

For additional information, see the section entitled “General Information - Presentation of Financial Information.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The InoBat name, logos and other trademarks and service marks of InoBat appearing in this prospectus are the property of InoBat. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/ prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

FREQUENTLY USED TERMS AND BASIS OF PRESENTATION

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“Adjusted EBITDA” means EBITDA further adjusted for loss on disposal of non-current assets, ESOP-related expenses and the related creation or release of the provision for social and health insurance contributions associated with the ESOP.

“BESS” means integrated Battery Energy Storage Systems.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Exchange and the Merger.

“Business Combination Agreement” means the Business Combination Agreement, dated July 24, 2026, by and between CGC and InoBat, as it may be amended, supplemented or otherwise modified from time to time.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“CCPA” means the California Consumer Privacy Act of 2018.

“CGC” means Cartesian Growth Corporation II, a Cayman Islands exempted company.

“CGC Board” means the board of directors of CGC.

“CGC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of CGC.

“CGC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of CGC.

“CGC Initial Shareholders” means the Sponsor and DirectorCo.

“CGC IPO” means CGC’s initial public offering of 23,000,000 CGC Public Units, which was consummated on May 10, 2022.

“CGC Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of CGC, dated May 5, 2022, as amended and/or restated from time to time, including most recently on July 30, 2026.

“CGC Ordinary Shares” means, collectively, the CGC Class A Ordinary Shares and the CGC Class B Ordinary Shares.

“CGC Private Placement Warrants” means the 8,900,000 warrants issued in the private placement that occurred concurrently with the closing of the CGC IPO, consisting of 6,600,000 warrants purchased by the Sponsor, 1,897,500 warrants purchased by Cantor Fitzgerald & Co. (“Cantor”) and 402,500 warrants purchased by Piper Sandler & Co. (“Piper Sandler”), each of which is exercisable to purchase one CGC Class A Ordinary Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement; provided that, pursuant to the Sponsor Support Agreement, the Sponsor has agreed to forfeit and surrender to CGC all CGC Private Placement Warrants held by the Sponsor in connection with the Business Combination.

“CGC Public Shareholders” means the holders of CGC Class A Ordinary Shares originally issued as part of the CGC Public Units.

“CGC Public Shares” means CGC Class A Ordinary Shares held by CGC Public Shareholders.

“CGC Public Units” means the units issued in the CGC IPO, each consisting of one CGC Class A Ordinary Share and one-third of one CGC Public Warrant.

“CGC Public Warrants” means the 7,666,666 public warrants issued as part of the CGC Public Units, each of which is exercisable to purchase one CGC Class A Ordinary Share at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement.

“CGC Shareholder Redemption Right” means the right of the holders of CGC Class A Ordinary Shares to redeem all or a portion of their CGC Class A Ordinary Shares in accordance with the CGC Memorandum and Articles of Association.

“CGC Warrants” means, collectively, the CGC Public Warrants and the CGC Private Placement Warrants.

“Closing” means the closing of the transactions contemplated by the Business Combination Agreement.

“Closing Commencement Date” means the date on which the first step comprising the Closing occurs, as determined pursuant to and in accordance with the Business Combination Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“DCGC” means the Dutch Corporate Governance Code.

“DirectorCo” means CGC II Sponsor DirectorCo LLC, a Cayman Islands limited liability company.

“Dissenting CGC Shareholders” means the holders of Dissenting CGC Shares.

“Dissenting CGC Shares” means CGC Ordinary Shares issued and outstanding immediately prior to the Merger Effective Time and held by a CGC shareholder who has validly exercised dissenters’ rights with respect to such CGC Ordinary Shares in accordance with Section 238 of the Cayman Companies Act and otherwise complied with all applicable provisions of the Cayman Companies Act relating to the exercise and perfection of such dissenters’ rights, and who has not waived, withdrawn, forfeited, failed to perfect or otherwise lost such rights.

“E10,” “E33B” and “E60C” mean the three full-size pouch cell products developed by InoBat that have passed UN38.3 safety certification.

“EBITDA” means loss after tax for the period before income tax, net finance loss, and depreciation and amortization.

“Eligible CGC Share” means each CGC Ordinary Share, other than an Excluded CGC Share, Redeeming CGC Share or Dissenting CGC Share, issued and outstanding immediately prior to the Merger Effective Time.

“ESOP” means the employee stock option plan established by InoBat under which options to purchase shares of InoBat have been granted to certain executive officers, directors, and employees of InoBat.

“Exchange” means the contribution 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 shares underlying InoBat options, of their shares of InoBat to TopCo in exchange for TopCo Common Shares at the Exchange Ratio pursuant to the Business Combination Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded CGC Share” means each CGC Ordinary Share issued and outstanding and held by CGC as a treasury share immediately prior to the Merger Effective Time.

“Extraordinary General Meeting” means the extraordinary general meeting of CGC shareholders to be held on __________, 2026 at __________ Eastern Time, at the offices of Greenberg Traurig, P.A., 333 S.E. 2nd Avenue, Suite 4400, Miami, Florida 33131, and virtually over the internet via live audio webcast at __________, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

“FCPA” means the U.S. Foreign Corrupt Practices Act.

“Founder Shares” means the 5,750,000 CGC Ordinary Shares held by the Sponsor and DirectorCo, consisting of 5,749,998 CGC Class A Ordinary Shares and two CGC Class B Ordinary Shares, all of which were originally issued as CGC Class B Ordinary Shares prior to the CGC IPO.

“GDPR” means the European General Data Protection Regulation.

“GIB EnergyX” means GIB EnergyX Slovakia s.r.o., an associate in which InoBat holds 20% and Gotion holds 80%, established for the construction and operation of a 20 GWh LFP cell gigafactory in Surany, Slovakia.

“Gotion” means Gotion High-Tech Co., Ltd., a company headquartered in China, and its affiliates.

“Group” means InoBat AS and its subsidiaries.

“IAS” means the International Accounting Standards.

“IASB” means the International Accounting Standards Board.

“IBR” means the incremental borrowing rate.

“IFRS Accounting Standards” means International Financial Reporting Standards as issued by the IASB.

“InoBat” means InoBat AS, a private limited company (aksjeselskap) incorporated on July 20, 2021 and organized under the laws of Norway and registered with registration number 927 439 948 in the Norwegian Register of Business Enterprises, together with its subsidiaries, as the context may require.

“IPO” means an initial public offering.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“LFP” means lithium iron phosphate.

“Merger” means the merger of Merger Sub with and into CGC, with CGC surviving the Merger as a wholly owned subsidiary of TopCo.

“Merger Documents” means all documentation and declarations required under the Cayman Companies Act in connection with the Merger, to be duly executed and properly filed with the Registrar of Companies of the Cayman Islands in accordance with the applicable provisions of the Cayman Companies Act.

“Merger Effective Time” means the time at which the Merger becomes effective in accordance with the Plan of Merger and the Cayman Companies Act.

“Merger Sub” means InoBat Cayman Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of TopCo.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NDF II” means National Development Fund II, a.s., a joint-stock company (akciová spoločnosť) incorporated and existing under the laws of the Slovak Republic, with its registered seat at Grosslingova 44, 811 09, Bratislava, Slovak Republic, registered in the Commercial Register of the Municipal Court Bratislava III, Section Sa, Insert 5948/B.

“NMC” means nickel manganese cobalt, a battery cell chemistry used by InoBat in its lithium-ion battery cells.

“NYSE” means the New York Stock Exchange.

“OEMs” means original equipment manufacturers.

“Plan of Merger” means the plan of merger by and among CGC, Merger Sub and TopCo, substantially in the form attached to this proxy statement/prospectus as Annex B.

“Project Kamzik” means the construction and commissioning of the GIB EnergyX gigafactory and related production line at the Surany, Slovakia facility, an investment between InoBat and Gotion.

“Record Date” means __________, 2026.

“Redeeming CGC Share” means each CGC Class A Ordinary Share with respect to which the applicable holder has validly exercised its CGC Shareholder Redemption Right in connection with the transactions contemplated by the Business Combination Agreement and has not waived, withdrawn or otherwise lost such right in accordance with the CGC Memorandum and Articles of Association and applicable law.

“PFIC” means Passive Foreign Investment Company.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Sponsor” means CGC II Sponsor LLC, a Cayman Islands limited liability company.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated July 24, 2026, by and between the Sponsor and InoBat, as it may be amended, supplemented or otherwise modified from time to time.

“TopCo” means InoBat B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), which will be converted into a Dutch public limited liability company (naamloze vennootschap) and renamed InoBat N.V. prior to the Closing.

“TopCo Board” means the board of directors of TopCo.

“TopCo Common Shares” means the common shares, par value EUR 0.12 per share, of TopCo.

“TopCo Private Placement Warrants” means the warrants of TopCo into which the CGC Private Placement Warrants outstanding immediately prior to the Merger Effective Time will convert pursuant to the Business Combination Agreement.

“TopCo Public Warrants” means the warrants of TopCo into which the CGC Public Warrants outstanding immediately prior to the Merger Effective Time will convert pursuant to the Business Combination Agreement.

“TopCo Warrants” means, collectively, the TopCo Public Warrants and the TopCo Private Placement Warrants.

“Trust Account” means the trust account established by CGC for the benefit of the CGC Public Shareholders containing proceeds from the CGC IPO, the sale of the CGC Private Placement Warrants and the Sponsor Loan.

“Trustee” means Continental Stock Transfer & Trust Company.

“VWAP” means volume weighted average price.

“Warrant Agreement” means the Warrant Agreement, dated May 5, 2022, by and between CGC and Continental Stock Transfer & Trust Company, as warrant agent, as it may be amended, supplemented or otherwise modified from time to time.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to CGC shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting, which will be held on ________________, 2026 at 9:00 am Eastern Time, at the offices of Greenberg Traurig, P.A. at 333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131 and virtually over the internet via live audio webcast at https://_________________. The virtual meeting format allows attendance from any location in the world. You will be able to attend the Extraordinary General Meeting virtually online, vote and submit your questions during the Extraordinary General Meeting by visiting ______________________ and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting.

These transactions are collectively referred to as the Business Combination. You are being asked to vote on the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the Plan of Merger is attached to this proxy statement/prospectus as Annex B.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

It is important for you to note that in the event the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Incentive Plan Proposal do not each receive the requisite vote for approval, then CGC will not consummate the Business Combination. Absent a further amendment to the CGC Memorandum and Articles of Association, if CGC does not consummate the Business Combination and fails to complete an initial business combination by August 5, 2027 (or a later date approved by CGC Shareholders through an amendment to the CGC Memorandum and Articles of Association), CGC will be required to dissolve and liquidate the Trust Account by returning the then remaining available funds in such Trust Account to its public shareholders.

Based on its due diligence investigations of InoBat and the industry in which it operates, including the financial and other information provided by InoBat in the course of negotiations, CGC believes that InoBat has an attractive business model and growth potential and a business combination with InoBat is in the best interests of CGC and its shareholders. Please see the section entitled “The Business Combination -  The CGC Board’s Reasons for the Business Combination” for additional information.

TopCo intends to apply to list the TopCo Common Shares on Nasdaq upon the Closing. We cannot assure you that the TopCo Common Shares will be approved for listing on Nasdaq. In addition, TopCo will be a “foreign private issuer” and as a “foreign private issuer,” TopCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that TopCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. TopCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. As a foreign private issuer, TopCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the TopCo Common Shares. See “Risk Factors - TopCo will be a foreign private issuer, and as a result will be exempt from certain provisions of U.S. securities laws applicable to domestic issuers, which may afford less protection to investors.”

Pursuant to the Business Combination Agreement, effective immediately upon closing, the TopCo Board will comprise seven directors, of which a majority of the members shall be independent directors within the meaning of Nasdaq Rule 5605(b)(1).

Upon the closing of the Business Combination, the TopCo Board will consist of [_].

For an explanation of the roles and responsibilities of the TopCo Board, please see the section entitled “Management of TopCo After the Business Combination”.

The following tables illustrate varying ownership levels in TopCo immediately following the consummation of the Business Combination based on two scenarios, (i) assuming no CGC Class A Ordinary Shares held by CGC’s public shareholders (“CGC Public Shareholders”) are redeemed, and (ii) assuming all 475,036 shares by holders of CGC Public Shareholders are redeemed. The tables further assume the following: (i) 800,000 CGC Class A Ordinary Shares are transferred to the Institutional PIPE Investor, (ii) 6,600,000 CGC Sponsor’s Private Placement Warrants are forfeited, (iii) no TopCo Preference Shares are converted into TopCo Common Shares, (iv) there are no Dissenting CGC Shareholders, (v) there are no other additional investors in TopCo at the consummation of the Business Combination who will receive TopCo Common Shares, (vi) that none of the CGC Private Placement Warrants, the PIPE Warrants or the CGC Public Warrants have been exercised or are exercised at the time of the completion of the Business Combination, (vii) no Earn-Out Shares have been issued, and (viii) no shares, except for 2.8 million options assumed to be issued prior to the Closing, have been issued under the Incentive Plan.

The following summarizes the number of TopCo Shares outstanding under the two redemption scenarios:

The closing ownership table presents the TopCo Common Shares expected to be legally outstanding immediately following the Closing. It excludes approximately 6.2 million options to acquire common shares under the ESOP that are expected to roll over in connection with the Closing. The exchange ratio applicable to InoBat shareholders was calculated by reference to the agreed upfront consideration on a fully diluted basis. Accordingly, the exercise of these options would increase the number of TopCo Common Shares outstanding and dilute the ownership percentages shown in the closing ownership table but would not increase the agreed fully diluted consideration allocated to InoBat shareholders. To the extent any ESOP options lapse or are forfeited without being exercised, the ultimate fully diluted share count would be lower and the ownership percentages of the remaining TopCo shareholders would be correspondingly higher.

The following summarizes the number of TopCo Shares outstanding under the two redemption scenarios if all CGC Private Placement Warrants. PIPE Warrants and CGC Public Warrants were exercised, and all TopCo Preference Shares are converted into TopCo Common Shares (showing the maximum dilution but not accounting for any shares issued under the Incentive Plan) and assuming (i) all warrants are exercised on a cash-basis rather than on a cashless basis, (ii) that the TopCo Preference Shares are converted at the Closing Date stated value with no interest having accrued and (iii) that all Earn-Out Shares have been issued):

The closing ownership table presents the TopCo Common Shares expected to be legally outstanding immediately following the Closing. It excludes approximately 6.2 million options to acquire common shares under the ESOP that are expected to roll over in connection with the Closing, as well as approximately 10.8 million of corresponding Earn-Out shares to ESOP holders. The exchange ratio applicable to InoBat shareholders was calculated by reference to the agreed upfront consideration on a fully diluted basis. Accordingly, the exercise of these options would increase the number of TopCo Common Shares outstanding and dilute the ownership percentages shown in the closing ownership table, but would not increase the agreed fully diluted consideration allocated to InoBat shareholders. To the extent any ESOP options lapse or are forfeited without being exercised, the ultimate fully diluted share count would be lower and the ownership percentages of the remaining TopCo shareholders would be correspondingly higher.

The following table shows the dilutive effect and the effect on the per share value of CGC Class A Ordinary Shares held by non-redeeming CGC Public Shareholders under two redemption scenarios and based on the exercise of the warrants:

The table provides an illustrative sensitivity analysis of the potential dilution to non-redeeming CGC Public Shareholders under the stated redemption and security-conversion scenarios. It is not a forecast of TopCo’s future trading price, fair value or value per share.

For each redemption scenario, “Total Shares” means the TopCo Common Shares and common-share equivalents included in the applicable row. The first row includes the common shares expected to be outstanding immediately following the Closing together with the TopCo Common Shares underlying the replacement ESOP and other options. The subsequent rows add, in sequence, the shares issuable upon exercise of the public, private placement and PIPE warrants, the shares issuable upon conversion of the TopCo Preference Shares and, in the final row only, the maximum Earn-Out Shares.

The first row includes the TopCo Common Shares underlying the replacement ESOP and other options. This is because the $1,265.0 million deemed transaction equity value was agreed on a fully diluted basis and therefore includes the value of those options. Including the underlying shares in Total Shares keeps the denominator consistent with the fully diluted equity value used in the numerator. Excluding them without reducing the deemed equity value would overstate the illustrative value per share. This treatment is used only for the dilution analysis and the methodology used to allocate the consideration. It does not mean that the options have been exercised or that the underlying shares are legally outstanding at Closing. The options remain subject to their applicable vesting, exercise, expiry and forfeiture terms and are presented separately from common shares outstanding in the closing ownership analysis.

“Value per share” is calculated by dividing the illustrative equity-value numerator for the applicable row by Total Shares for that row. For the rows in which warrants are assumed to be exercised for cash, the assumed cash exercise proceeds are added to the numerator. For the preference-share conversion row, the numerator includes the $77.5 million cash proceeds received at the Closing from the PIPE Investors for the Series A and Series B preference shares, and Total Shares includes the TopCo Common Shares assumed to be issuable upon conversion of those cash-funded preference shares. No cash is added for the sponsor preference shares because those securities are issued in settlement of existing sponsor loan liabilities and do not provide additional cash to TopCo.

Earn-Out shares are only used in the final row. In all rows, the calculation uses a total deemed transaction equity value of $1,265.0 million, consisting of the $575.0 million upfront consideration plus the maximum $690.0 million contingent earn-out consideration specified in the Business Combination Agreement. The total deemed value is used solely as a transaction-based numerator to illustrate the potential per-share dilution if all earn-out performance conditions are achieved and the maximum Earn-Out Shares become issuable. Earn-out shares do not increase cash to TopCo and do not increase TopCo’s net tangible book value. The deemed value does not represent an independent valuation of InoBat or TopCo at the filing or Closing Date and should not be interpreted as a forecast of future market capitalization or trading price.

The corresponding maximum Earn-Out Share amount is determined using the same negotiated $10.20 per-share transaction input applied to the earn-out consideration. Presenting the $1,265.0 million deemed value together with the maximum Earn-Out Shares therefore keeps the illustrative numerator and denominator on a consistent contractual basis. If one or more earn-out conditions are not satisfied, the related Earn-Out Shares will not be issued, actual dilution will be lower than shown in the final row and the $1,265.0 million deemed value will not represent value delivered to the InoBat shareholder group. The final row is supplemental maximum-value and maximum-dilution sensitivity analysis and is not the adjusted net tangible book value calculation required by Item 1604(c).

For more information, please see the sections entitled “The Business Combination - Ownership of TopCo” and “Unaudited Pro forma Condensed Combined Financial Information.”

If you vote against the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal or the Organizational Documents Proposal and the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal or the Organizational Documents Proposal do not obtain the affirmative vote of holders of the majority of CGC Ordinary Shares with respect to the Business Combination Proposal and the Nasdaq Proposal or two-thirds of CGC Ordinary Shares with respect to the Merger Proposal and the Organizational Documents Proposal, that are entitled to vote and are voted at the Extraordinary General Meeting, then the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal and the Organizational Documents Proposal, respectively, will fail and CGC will not consummate the Business Combination. If CGC does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until August 5, 2027. If CGC fails to complete an initial business combination by August 5, 2027, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the CGC Public Shareholders.

Following the Business Combination, each outstanding CGC Public Warrant will become a TopCo Public Warrant exercisable for one TopCo Common Share on the same contractual terms and conditions applicable to such CGC Public Warrant immediately prior to the Merger. TopCo may redeem the TopCo Public Warrants prior to their exercise at a time that is disadvantageous to holders, thereby significantly impairing the value of such warrants. TopCo will have the ability to redeem all, and not less than all, of the outstanding TopCo Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption, provided that the last reported sale price of the TopCo Common Shares equals or exceeds $18.00 per share, as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, for any 20 trading days within a 30-trading-day period ending three business days before TopCo sends the notice of redemption to the warrant holders. TopCo will not redeem the TopCo Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the TopCo Common Shares issuable upon exercise of such warrants is effective and a current prospectus relating to such TopCo Common Shares is available throughout the 30-day redemption period. If and when the TopCo Public Warrants become redeemable by TopCo, TopCo may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding TopCo Public Warrants could force holders (i) to exercise their TopCo Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their TopCo Public Warrants at the then-current market price when they might otherwise wish to hold their TopCo Public Warrants or (iii) to accept the nominal redemption price, which, at the time the outstanding TopCo Public Warrants are called for redemption, is likely to be substantially less than the market value of the TopCo Public Warrants. Holders will be able to exercise their TopCo Public Warrants prior to the redemption date. If the TopCo Common Shares are not then listed on a national securities exchange such that they qualify as “covered securities” under Section 18(b)(1) of the Securities Act, TopCo may require holders exercising their TopCo Public Warrants to do so on a cashless basis.

Each redemption of CGC Class A Ordinary Shares by CGC Public Shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $6.0 million as of August 31, 2026. The Business Combination Agreement does not contain a minimum cash condition based on the amount remaining in the Trust Account following redemptions. CGC Public Shareholders who wish to redeem their CGC Class A Ordinary Shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of CGC shareholders - Redemption Rights” in order to properly redeem their CGC Class A Ordinary Shares.

Holders of CGC Public Warrants will not have redemption rights with respect to such warrants.

If a CGC Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any CGC Public Warrants that it may hold. Even if a substantial portion or all of the CGC Class A Ordinary Shares held by CGC Public Shareholders were redeemed, the 7,666,666 outstanding CGC Public Warrants would remain outstanding despite such redemptions. If a substantial number of, but not all, CGC Public Shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional TopCo Common Shares are issued.

Additionally, as a result of redemptions, the trading market for the TopCo Common Shares may be less liquid than the market for the CGC Class A Ordinary Shares was prior to consummation of the Business Combination, and TopCo may not be able to meet the listing standards of Nasdaq or another national securities exchange.

Each redemption of CGC Class A Ordinary Shares by CGC Public Shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $6.0 million as of August 31, 2026. The Business Combination Agreement does not contain a minimum-cash closing condition based on the amount remaining in the Trust Account following redemptions.

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com

You do not have to be a record date holder in order to exercise your redemption rights. CGC Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is CGC’s understanding that CGC shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, CGC does not have any control over this process and it may take longer than two weeks. If you hold your CGC Class A Ordinary Shares in “street name”, you will have to coordinate with your bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of CGC Class A Ordinary Shares seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (DTC) Deposit/Withdrawal At Custodian (DWAC) system, at such shareholder’s option, prior to 5:00 p.m. Eastern Time on __________, 2026 (two business days before the initial date of the Extraordinary General Meeting). The requirement for physical or electronic delivery prior to the Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination at the Extraordinary General Meeting. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold CGC Public Units registered in your own name, you must deliver the certificate for such CGC Public Units to the Transfer Agent with written instructions to separate such CGC Public Units into CGC Class A Ordinary Shares and CGC Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights with respect to the CGC Class A Ordinary Shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your CGC Public Units, you must instruct such nominee to separate your CGC Public Units into CGC Class A Ordinary Shares and CGC Public Warrants. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of CGC Public Units to be split and the nominee holding such CGC Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant CGC Public Units and a deposit of an equal number of CGC Class A Ordinary Shares and CGC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the CGC Class A Ordinary Shares from the CGC Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your CGC Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

If the Business Combination is not approved or completed for any reason, then holders of the CGC Class A Ordinary Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account and these shares will be returned to such holder or their account.

Appraisal rights are not available to holders of InoBat shares in connection with the Business Combination.

If CGC does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until August 5, 2027. If CGC fails to complete an initial business combination by August 5, 2027, then CGC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem CGC Class A Ordinary Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding CGC Class A Ordinary Shares, which redemption will completely extinguish CGC Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CGC’s remaining shareholders and the CGC Board, dissolve and liquidate, subject in each case to CGC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the CGC IPO. Please see the section entitled “Risk Factors - Risks Related to CGC” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the CGC Public Warrants and CGC Private Placement Warrants, which will expire worthless if CGC fails to complete an initial business combination by August 5, 2027.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement and Ancillary Documents - Conditions to Closing of the Business Combination.”

Voting Online at the Meeting. You may vote online by virtually attending the Extraordinary General Meeting at _______ and using the 12-digit control number found on your proxy card or notice of the Extraordinary General Meeting. You can pre-register to attend the Extraordinary General Meeting online webcast starting on __________, 2026, at 9.00 am, Eastern Time (five business days prior to the meeting date) by entering the following URL address into your browser __________ and entering your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box during the Extraordinary General Meeting. At the start of the Extraordinary General Meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting. If you do not have your control number, contact the Transfer Agent at spacredemptions@continentalstock.com.

Voting in Person at the Meeting. You may attend the Extraordinary General Meeting and vote in person at the offices of Greenberg Traurig, P.A. at 333 S.E. 2nd Avenue, Suite 4400, Miami, FL 33131. Shareholders will be provided with a ballot upon entering the meeting. You will need to present valid ID and proof of ownership.

Voting by Proxy. You can vote by proxy by having one or more individuals who will be at the Extraordinary General Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Extraordinary General Meeting is called voting “by proxy.” If you wish to vote by proxy you must complete, sign and date the enclosed form, called a “proxy card,” and mail it in the envelope provided in accordance with the instructions on the enclosed proxy card, or authorize the individuals named on your proxy card to vote your shares by using the Internet as described in the instructions included with your proxy card. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign, date and return all proxy cards to ensure that all of your shares are voted. Proxies submitted by mail must be received by __________, Eastern Time, on __________, 2026, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Organizational Documents Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented at the Extraordinary General Meeting. You may still attend the Extraordinary General Meeting and vote even if you have already voted by proxy, with such vote superseding your proxy vote.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Extraordinary General Meeting. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own, or if you wish to attend and cast your vote at the Extraordinary General Meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the Extraordinary General Meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting.

For additional information, please see the section entitled “Extraordinary General Meeting of CGC shareholders.”

CGC believes that all of the proposals presented to the shareholders at this Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Extraordinary General Meeting. If you do not provide voting instructions, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum but will not be counted for purposes of determining the number of votes cast at the Extraordinary General Meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

If your shares are held in “street name” by your broker, bank or another nominee, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Cartesian Growth Corporation II
505 Fifth Avenue, 15th Floor
New York, New York 10017
Attention: Investor Relations
Email: contact@cartesiangrowth.com

You may also contact the proxy solicitor for CGC at:

Individuals, please call toll-free: __
Banks and brokerage, please call: __
Email: __

To obtain timely delivery, CGC shareholders must request the materials no later
than, __________ 2026, or five business days prior to the Extraordinary General Meeting.

You may also obtain additional information about CGC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you have questions regarding the redemption of your CGC Class A Ordinary Shares, including with respect to the certification of your position or delivery of your shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com