Using a Dutch NV as TopCo in a Nasdaq Transaction
Category: InsightsThe listing venue does not determine the jurisdiction of the parent company
Access to US public capital markets does not necessarily require a Delaware parent. The proposed combination between InoBat and Cartesian Growth Corporation II provides a current example. InoBat AS is a Norwegian company and formed InoBat B.V. in the Netherlands as TopCo for the transaction. That Dutch BV is expected to convert into InoBat N.V. before closing and become the Nasdaq-listed parent of the combined group under ticker INBT. The transaction also includes $77.5 million of committed PIPE financing.
The structure is relevant beyond this particular deal. European growth companies considering US institutional capital, a de-SPAC, PIPE financing or a later US listing do not necessarily have to move the ultimate parent to the United States. The more useful analysis starts with the securities the TopCo needs to issue, the future shareholder base, governance, incentive equity and the legal steps required to move from the existing group structure to the listed company.
This article forms part of my Cross-Border Dutch Deal Implementation Insights.
The TopCo has to accommodate the entire capital structure
Under the proposed structure, existing InoBat shareholders move their equity into the Dutch TopCo. Cartesian shareholders also receive TopCo common shares through the business combination.
The Dutch company therefore becomes the point at which existing shareholders, PIPE investors and multiple classes of securities come together.
The Dutch corporate documentation must produce the economic and governance position described in the international transaction documents. Share classes, articles and corporate approvals cannot sit separately from the US-facing documentation.
The BV-to-NV conversion forms part of the closing sequence
InoBat B.V. is the registrant under the Form F-4 and is expected to convert into InoBat N.V. before completion.
That conversion is one of the transaction steps.
The post-closing articles, securities issuances and governance need to become effective in the correct order. Dutch corporate resolutions and notarial acts therefore have to fit the broader multi-jurisdictional closing.
In a transaction of this kind, sequencing is substantive. A Dutch step may depend on an action in another jurisdiction and vice versa.
Preference shares and warrants can be implemented at Dutch TopCo level
The PIPE financing shows how much economic complexity the TopCo needs to support.
The transaction includes two classes of preference shares together with warrants over TopCo common shares.
Those rights have to work under Dutch corporate law.
Conversion economics, distribution priority, dilution protection and future issuances need to align across the financing documents and the Dutch articles. The same applies to the warrants: where exercise is intended to result in Dutch TopCo shares, the issuance route should already be established when the instrument is created.
Employee equity also needs to migrate into the new structure
Existing InoBat employee options are intended to be replaced with options over shares in the Dutch TopCo.
The transaction documentation adjusts the number of underlying shares and the exercise price by reference to the exchange ratio, while generally preserving the existing vesting and forfeiture terms.
That makes employee equity part of the corporate reorganisation itself.
A reliable option ledger is therefore required before closing. The proposed InoBat N.V. 2026 Incentive Plan then provides the framework for post-closing awards.
For transaction counsel, the point is straightforward: employee equity should move with the capital structure, not be addressed after the corporate reorganisation has already been completed.
Dutch implementation needs to fit the master closing sequence
The transaction combines a Norwegian operating business, a Dutch TopCo, a Cayman SPAC and a US securities and listing process.
Separate local closing lists are not enough.
The Dutch conversion, equity contributions, securities issuances, option migration and notarial execution need to be mapped against the wider international dependencies.
That is also how the Dutch workstream becomes useful to international lead counsel. Dutch counsel provides the corporate implementation and identifies which steps must occur before or after the relevant actions in the other jurisdictions.
The approach is discussed more broadly in Cross-Border Dutch Deal Implementation.
A Nasdaq listing does not turn the parent into a US company
The listing jurisdiction and corporate jurisdiction perform different functions.
US securities law, SEC documentation and Nasdaq rules remain US specialist matters. The internal governance and the rights attached to the securities of a Dutch TopCo remain governed by the Dutch corporate structure.
That division is important in cross-border execution.
A Dutch N.V. can therefore provide the corporate platform for a US public-market transaction without converting the entire group into a US corporate structure.
Practical conclusion
The proposed InoBat transaction is not a standard template for every European company considering Nasdaq.
It does demonstrate that access to US public markets does not automatically require a Delaware parent.
A Dutch N.V. can support common equity, multiple classes of preference shares, warrants, employee options and institutional PIPE capital within a single corporate structure.
The parent jurisdiction should therefore be selected after the intended securities, governance, investors and closing route have been mapped. Where a Dutch TopCo fits those requirements, the Dutch corporate workstream should be designed as part of the international transaction from the outset.
FAQ
Can a Dutch N.V. be listed on Nasdaq?
Yes, subject to the applicable Dutch corporate, US securities and exchange requirements.
Why convert a Dutch B.V. into an N.V.?
The N.V. is the Dutch public-company form and can be better suited to a public-market ownership and governance structure.
Can preference shares and warrants be used in a Dutch TopCo?
Yes. Their economic and corporate rights need to be implemented correctly under Dutch law and aligned with the international transaction documents.
What happens to existing employee options?
That depends on the transaction structure. In the proposed InoBat transaction, existing options migrate into options over TopCo shares, adjusted for the exchange ratio and generally preserving existing vesting conditions.
About Dirk de Waard
Dirk de Waard is a Dutch corporate, M&A and venture capital lawyer and partner at Venture Lawyers in Amsterdam. He works with international investors, companies and deal counsel on Dutch holding structures, equity reorganisations and cross-border corporate implementation.
Dutch TopCo and cross-border transaction implementation
Dirk can take responsibility for the Dutch corporate workstream alongside international lead counsel and US securities counsel. That work can cover the TopCo structure, share classes and equity instruments, BV-to-NV conversion, articles, corporate approvals, incentive equity, Dutch notarial execution and integration of the Dutch steps into the wider signing and closing sequence.
Tax, securities and other specialist workstreams remain with the relevant advisers. The Dutch corporate documentation is coordinated with those workstreams so that the structure works as one transaction.
Contact Dirk at dirk.dewaard@viottalaw.com to discuss a Dutch TopCo or cross-border corporate reorganisation.
