8-K - Andretti Acquisition Corp. II | StockGist

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Andretti Acquisition Corp. II terminated its Business Combination Agreement dated December 3, 2025, with StoreDot Ltd., XFC Battery Ltd., XFC Israel Merger Sub Ltd., and XFC Cayman Merger Sub via a Termination and Release Agreement dated February 17, 2026. All ancillary agreements were automatically terminated, and parties mutually released each other from all liabilities related to the proposed transactions.

Key Takeaways

1Termination of Business Combination Agreement (BCA) dated December 3, 2025, effective February 17, 2026

2Parties: Andretti Acquisition Corp. II (SPAC), StoreDot Ltd., XFC Battery Ltd. (Pubco), XFC Israel Merger Sub Ltd., XFC Cayman Merger Sub

3Termination pursuant to Section 8.1(a) of the BCA

4All Ancillary Agreements (Voting Agreement, Lock-Up Agreement, Sponsor Letter Agreement, Insider Letter Amendment) automatically terminated

5Mutual release of all liabilities, claims, and damages relating to BCA, breaches, and proposed transactions

6Termination and Release Agreement filed as Exhibit 10.1

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.02

Termination of a Material Definitive Agreement. As previously disclosed, Andretti Acquisition Corp. II (the “ Company ”) entered into a Business Combination Agr

Material Agreement

Source Document

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

Exhibits Only

Exhibits (2)

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

8-K

CURRENT REPORT