Andretti Acquisition Corp. II 8-K

What Happened

• On December 17, 2025 Andretti Acquisition Corp. II (POLE) and BTIG, LLC signed an amendment to their September 5, 2024 underwriting agreement. The amendment (effective upon closing of Andretti’s planned business combination with StoreDot Ltd.) reduces the deferred underwriting commissions to $8.0 million and sets new payment terms tied to the deal’s closing cash.
• If Closing Cash at the Target Transaction closing is at least $70.0 million, the full $8.0 million will be paid in cash. If Closing Cash is less than $70.0 million, $2.0 million will be paid in cash and $6.0 million will be paid in Class A ordinary shares of Pubco (the “Deferred Fee Shares”), valued at the lower of $10.00 or the price in any immediate Transaction Financing. BTIG receives customary registration rights for those shares.

Key Details

• Amendment date: December 17, 2025; original Underwriting Agreement dated September 5, 2024.
• Deferred underwriting commissions reduced to $8.0 million.
• Payment conditions: $8.0M cash if Closing Cash ≥ $70.0M; otherwise $2.0M cash + $6.0M in shares (Deferred Fee Shares).
• BTIG granted right of first refusal to act as non‑exclusive placement agent for any Transaction Financing (fees 50% cash / 50% Pubco shares) and ROFR to be representative for any new SPAC IPO by the Sponsor or Mario/Michael Andretti within 12 months after closing.

Why It Matters

• The amendment changes how underwriter fees are paid and ties part of the fee to the deal’s available cash, which preserves cash for the combined company if Closing Cash is below $70M.
• If the Deferred Fee Shares are issued, existing shareholders could see modest dilution (up to $6.0M of shares at the valuation mechanism described). BTIG’s registration rights mean those shares can be registered and resold after registration.
• BTIG’s placement-agent ROFR and IPO ROFR could influence who arranges any bridge or follow‑on financing and the economics (cash vs. share payment) of those financings. Investors should watch the announced Closing Cash at closing of the StoreDot transaction and any subsequent Transaction Financing terms.