Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (SPAC)
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2025
Event: Entry into a Material Definitive Agreement (Amendment to Underwriting Agreement).
The company entered into an amendment with BTIG, LLC regarding deferred underwriting commissions, conditioned upon the closing of its initial business combination with StoreDot Ltd.
Key Financial Metrics
This filing does not report standard operating financial metrics such as revenue, profit, cash flow, or margins, as it is a current report regarding a specific contractual amendment rather than a periodic financial statement.
Deferred Underwriting Commission Adjustment:
- Total Reduced Commission: $8.0 million.
- Payment Structure (Conditional on Closing Cash):
- If Closing Cash is ≥ $70.0 million: $8.0 million paid in cash.
- If Closing Cash is < $70.0 million: $2.0 million paid in cash; $6.0 million paid in Class A ordinary shares ("Deferred Fee Shares").
- Deferred Fee Share Valuation: Lower of $10.00 per share or the price of shares issued in connection with Transaction Financing.
Material Changes
The primary material change is the reduction of deferred underwriting commissions to $8.0 million and the introduction of a hybrid cash/equity payment structure contingent on the amount of cash remaining at the closing of the Target Transaction.
Outlook, Risks, and Management Commentary
Transaction Financing Rights: BTIG was granted a right of first refusal to serve as a non-exclusive placement agent for any Transaction Financing related to the StoreDot deal. Fees for this role would be split 50% cash and 50% Pubco shares.
Future IPO Rights: BTIG received a right of first refusal to act as the representative underwriter for any new SPAC formed by the Sponsor, Mario Andretti, or Michael Andretti within 12 months of the Target Transaction closing.
Registration Rights: BTIG was granted customary registration rights for the Deferred Fee Shares.
Risks/Contingencies: The amendment is effective only upon the consummation of the business combination with StoreDot Ltd.
Investor Verification Checklist
- Verify the final Closing Cash amount at the time of the StoreDot Ltd. transaction to determine the cash vs. equity split of the $8.0 million fee.
- Confirm the valuation price used for the Deferred Fee Shares if the cash portion is less than $70.0 million.
- Review the full text of the UA Amendment (Exhibit 1.1) for additional covenants or conditions not summarized in the 8-K.
- Monitor for any Transaction Financing announcements to assess BTIG's potential role as a placement agent.