Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (SPAC)
Filing Type: Form 8-K (Current Report)
Date of Report: December 3, 2025
Event: Execution of a definitive Business Combination Agreement with StoreDot Ltd., an Israeli battery technology company. The transaction involves a merger structure where StoreDot and Andretti will become wholly-owned subsidiaries of a new public entity ("Pubco").
Key Financial Metrics
Revenue, Profit, and Cash Flow: The filing text does not provide specific revenue, profit, or cash flow figures for Andretti Acquisition Corp. II or StoreDot. As a SPAC, Andretti's financials are typically limited to trust account interest and operating expenses, while StoreDot's specific financial data is referenced only in the attached Investor Presentation (Exhibit 99.1), which is not included in the text provided.
Debt and Liquidity: The filing does not disclose specific debt levels or liquidity positions. It notes that the Business Combination is subject to minimum cash conditions and that failure to raise sufficient capital could result in a capital deficit for StoreDot post-closing.
Securities Information:
- Units (POLEU): One Class A Ordinary Share and one-half of one Redeemable Warrant.
- Class A Ordinary Shares (POLE): Par value $0.0001 per share.
- Redeemable Warrants (POLEW): Exercisable for one Class A Ordinary Share at $11.50 per share.
Material Changes and Transaction Structure
The primary material change is the announcement of the Business Combination. The transaction structure includes:
- Company Merger: XFC Israel Merger Sub Ltd. will merge with StoreDot; StoreDot survives as a subsidiary of Pubco.
- SPAC Merger: XFC Cayman Merger Sub will merge with Andretti; Andretti survives as a subsidiary of Pubco.
- Outcome: Pubco will become the publicly traded company. Existing securities of both Andretti and StoreDot will be cancelled and exchanged for Pubco securities.
Guidance, Risks, and Contingencies
Forward-Looking Statements: The filing contains extensive forward-looking statements regarding StoreDot's battery solutions, EV adoption rates, and commercialization pathways. Management cautions that actual results may differ materially from projections.
Key Risks and Contingencies:
- Capital Requirements: The deal is contingent on raising sufficient capital to meet minimum cash conditions. Failure to do so may prevent the closing or result in a capital deficit requiring further fundraising and dilution.
- Redemption Risk: If Andretti investors redeem an excess amount of capital held in trust, the Business Combination may not be consummated.
- Operational Risks: Risks include scientific/technological developments, regulatory changes, geopolitical tensions (specifically with China, Russia, and the Middle East), and StoreDot's ability to secure funding for product development.
- Regulatory Approval: The transaction requires shareholder approval and the filing of a Registration Statement on Form F-4.
Investor Verification Checklist
- Minimum Cash Conditions: Verify the specific minimum cash requirement for the closing and the current status of any PIPE (Private Investment in Public Equity) financing.
- Redemption Levels: Monitor the percentage of Andretti shareholders electing to redeem their shares prior to the special meeting.
- Form F-4 Filing: Review the upcoming Registration Statement on Form F-4 for detailed financials, pro forma capitalization, and specific terms of the merger.
- StoreDot Financial Health: Examine StoreDot's standalone financial statements (likely in the F-4 or prior filings) to assess cash runway and burn rate.
- Warrant Terms: Confirm the exercise price ($11.50) and any potential adjustments or redemption triggers for the warrants.