Andretti Acquisition Corp. (NASDAQ: POLE) terminates StoreDot business combination

Rhea-AI Filing Summary

Andretti Acquisition Corp. terminated its Business Combination Agreement with StoreDot Ltd. and related parties on February 17, 2026. The parties executed a Termination and Release Agreement pursuant to Section 8.1(a) of the BCA, causing the BCA and all Ancillary Agreements to terminate and be of no further force or effect.

The agreement also includes mutual releases of liabilities and damages relating to the transaction documents and the proposed transactions. A copy of the Termination and Release Agreement is attached as Exhibit 10.1.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 17, 2026

ANDRETTI ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42268		98-1792547
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Kimball Place, Suite 550, Alpharetta, GA		30009
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 299-2201

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant		POLEU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		POLE		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		POLEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, Andretti Acquisition Corp. II (the “Company”) entered into a Business Combination Agreement, dated as of December 3, 2025 (the “BCA”) with (i) StoreDot Ltd., an Israeli company limited by shares (“StoreDot”), (ii) XFC Battery Ltd., a newly-formed Israeli company limited by shares (“Pubco”), (iii) XFC Israel Merger Sub Ltd., an Israeli company limited by shares and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and (iv) XFC Cayman Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”).

On February 17, 2026, the Company, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into a Termination and Release Agreement (“Termination and Release Agreement”) pursuant to which the parties mutually agreed to terminate the BCA in its entirety pursuant to Section 8.1(a) thereof.

Concurrently with the termination of the BCA, each of the Ancillary Agreements (as defined in the BCA) were automatically terminated. As a result, the BCA and Ancillary Agreements are of no further force and effect. In addition, each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder and the proposed transactions.

The foregoing summary of the Termination and Release Agreement is qualified in its entirety by the text of the Termination and Release Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Termination and Release Agreement, dated as of February 17, 2026, by and among the Company, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub.
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ANDRETTI ACQUISITION CORP. II
Dated: February 17, 2026
	By:	/s/ William M. Brown
	Name:	William M. Brown
	Title:	Chief Executive Officer

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FAQ

What did Andretti Acquisition Corp. (POLE) report in the 8-K?

It reported termination of its Business Combination Agreement with StoreDot. The parties executed a Termination and Release Agreement dated February 17, 2026, which terminated the BCA and all Ancillary Agreements and included mutual releases of liabilities.

Does the filing state the BCA termination was mutual for POLE and StoreDot?

Yes — the filing states the parties mutually agreed to terminate the BCA. The Termination and Release Agreement was entered into by Andretti Acquisition Corp., StoreDot, Pubco, SPAC Merger Sub, and Company Merger Sub.

Are any Ancillary Agreements still in effect after the termination?

No — the filing says each Ancillary Agreement was automatically terminated. The BCA and Ancillary Agreements are stated to be of no further force and effect as of the termination date.

Did the parties release each other from liabilities in the 8-K?

Yes — the filing discloses mutual releases. Each party released the others from any and all liabilities and damages relating to the transaction documents, breaches thereunder, and the proposed transactions.

Where can I find the full Termination and Release Agreement referenced by POLE?

The filing attaches the Termination and Release Agreement as Exhibit 10.1. The 8-K states the agreement dated February 17, 2026 is incorporated by reference and a copy is filed as an exhibit.