Andretti Acquisition Corp. II (POLE) ends planned StoreDot business combination

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Andretti Acquisition Corp. II filed that it has mutually terminated its previously announced Business Combination Agreement with StoreDot Ltd. and related entities, which had been signed on December 3, 2025. On February 17, 2026, all parties entered into a Termination and Release Agreement, ending the deal and all related ancillary agreements.

Under this new agreement, each party released the others from any liabilities or damages related to the transaction documents, any breaches, and the proposed business combination. As a result, the planned merger structure involving Pubco, SPAC Merger Sub, and Company Merger Sub will no longer proceed under the terminated terms.

Positive

None.

Negative

Termination of previously announced merger: Andretti Acquisition Corp. II and StoreDot Ltd. have mutually terminated their December 3, 2025 Business Combination Agreement, along with all ancillary agreements, eliminating the prior path to complete that business combination.

Insights

Andretti’s planned StoreDot merger has been fully canceled and released.

The company states that the Business Combination Agreement with StoreDot Ltd., signed on December 3, 2025, has been terminated by mutual consent. A new Termination and Release Agreement dated February 17, 2026 ends the main merger contract and all ancillary agreements.

The filing explains that each party releases the others from liabilities and damages relating to the transaction documents, any breaches, and the proposed business combination. This means no ongoing claims between Andretti Acquisition Corp. II and the StoreDot-related entities under those agreements, but also that the previously planned route to taking StoreDot public via this SPAC is no longer available.

Subsequent disclosures in future company reports would be the place to look for any replacement transaction strategy or changes to Andretti Acquisition Corp. II’s business plan following this termination, since the current document focuses solely on ending the prior deal and documenting mutual releases.

02/17/2026 - 05:10 PM

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).

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Andretti Acquisition Corp. II (POLE) announce in this 8-K?

Andretti Acquisition Corp. II announced that it has mutually terminated its Business Combination Agreement with StoreDot Ltd. and related entities. A Termination and Release Agreement dated February 17, 2026 ends the deal and all ancillary agreements between the parties.

Which merger agreement did POLE terminate with StoreDot Ltd.?

The company terminated the Business Combination Agreement originally dated December 3, 2025 between Andretti Acquisition Corp. II, StoreDot Ltd., Pubco, SPAC Merger Sub, and Company Merger Sub. This agreement had outlined a proposed business combination structure that will now not move forward.

When was the Termination and Release Agreement for POLE’s StoreDot deal signed?

The Termination and Release Agreement was signed on February 17, 2026. On that date, Andretti Acquisition Corp. II, StoreDot Ltd., Pubco, SPAC Merger Sub, and Company Merger Sub agreed to terminate the prior Business Combination Agreement and related ancillary agreements in full.

Are there any ongoing liabilities between POLE and StoreDot after the termination?

According to the filing, each party released the others from any and all liabilities and damages relating to the transaction documents, breaches, and the proposed transactions. This mutual release means no continuing claims under the terminated business combination agreements.

What happens to the ancillary agreements related to POLE’s StoreDot merger?

The filing states that, concurrently with terminating the Business Combination Agreement, each of the Ancillary Agreements automatically terminated. As a result, those related contracts are of no further force and effect alongside the main merger agreement’s termination.

Where can investors read POLE’s full Termination and Release Agreement?

The Termination and Release Agreement is filed as Exhibit 10.1 to the report. The company notes that its brief description is qualified in its entirety by the full text of Exhibit 10.1, which is incorporated by reference for complete details.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 TERMINATION AND RELEASE AGREEMENT, DATED AS OF FEBRUARY 17, 2026, BY AND AMONG T 38.1 KB

Andretti Acquisition Corp. II (POLE) ends planned StoreDot business combination