Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (SPAC)
Filing Date: December 3, 2025
Event: Entry into a Material Definitive Agreement (Business Combination Agreement) with StoreDot Ltd., an Israeli battery technology company.
Transaction Structure: The SPAC will merge with StoreDot via a newly formed public company ("Pubco"). StoreDot shareholders will receive Pubco ordinary shares valued at $10.00 per share. The combined entity will be listed on Nasdaq.
Key Financial Metrics and Transaction Terms
- Merger Consideration: $800.0 million in Pubco ordinary shares plus cash proceeds from Transaction Financing received prior to Closing.
- Share Valuation: Pubco ordinary shares valued at $10.00 per share for consideration calculation.
- Minimum Cash Condition: The transaction requires at least $32.0 million in aggregate cash (including trust account funds after redemptions and financing proceeds) plus specified transaction fees at Closing.
- Financing Requirements:
- Bridge Financing: Minimum $5.0 million from accredited investors.
- Additional Transaction Financing: Binding commitments for at least $32.0 million (aggregated with Bridge Financing).
- Equity Plan: A new incentive equity plan will be adopted with total awards equal to 10% of outstanding Pubco shares post-Closing (less assumed StoreDot options).
Material Changes and Conditions
This filing represents a material change in the SPAC's status, moving from a shell company to a proposed merger with an operating entity. Key conditions to Closing include:
- Approval by SPAC and StoreDot shareholders.
- Effectiveness of the SEC Registration Statement (Form F-4).
- Delivery of PCAOB audited financial statements for StoreDot for fiscal years ended Dec 31, 2023 and 2024, and reviewed interim statements for the six months ended June 30, 2025.
- Receipt of Israeli tax and securities law rulings.
- Execution of Lock-Up Agreements by significant StoreDot shareholders and officers.
Outlook, Risks, and Management Commentary
Outlook: Management intends to file a Form F-4 Registration Statement and solicit proxies for a shareholder vote. The post-Closing board will consist of six directors (five designated by StoreDot, one by the SPAC Sponsor).
Risks and Contingencies:
- Financing Failure: If the Minimum Cash Condition is not met due to insufficient financing or excessive redemptions, the transaction may not close.
- Capital Deficit: If consummated with insufficient capital, StoreDot may face a capital deficit requiring further dilutive fundraising.
- Termination Rights: The agreement can be terminated if financing commitments are not secured by specific dates (Bridge Financing by Dec 20, 2025; Total Financing by Jan 10, 2026) or if PCAOB financials are not delivered by 60 days post-signing.
- Forward-Looking Statements: Risks include technological development delays, market adoption of EV battery tech, geopolitical tensions, and regulatory changes.
Investor Verification Checklist
- Verify the final amount of cash remaining in the SPAC trust account after potential redemptions.
- Confirm the execution of the $5.0 million Bridge Financing and the $32.0 million total Transaction Financing commitments.
- Review the upcoming Form F-4 Registration Statement for the definitive proxy statement and detailed financials.
- Monitor the delivery and content of StoreDot's PCAOB audited financial statements for 2023 and 2024.
- Check for any changes in the SPAC Board's recommendation regarding the transaction.