Andretti Acquisition Corp. II 8-K

What Happened

• Andretti Acquisition Corp. II (POLE) filed an 8-K reporting that it and the other parties entered into a Termination and Release Agreement dated February 17, 2026, that terminates the Business Combination Agreement (BCA) dated December 3, 2025, between the Company, StoreDot Ltd., XFC Battery Ltd. (Pubco) and their merger sub‑entities.
• The filing states the BCA and all Ancillary Agreements were terminated in full (pursuant to Section 8.1(a) of the BCA) and that each party released the others from any and all 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 to the 8-K.

Key Details

• BCA originally dated: December 3, 2025.
• Termination and Release Agreement effective: February 17, 2026.
• Parties that agreed to terminate: Andretti Acquisition Corp. II, StoreDot Ltd., XFC Battery Ltd. (Pubco), SPAC Merger Sub (XFC Cayman Merger Sub) and Company Merger Sub (XFC Israel Merger Sub).
• Result: BCA and all Ancillary Agreements automatically terminated and mutual releases of liabilities were executed.

Why It Matters

• The announced termination means the previously proposed merger/business combination between Andretti Acquisition Corp. II and StoreDot will not proceed under the agreed documents, removing that pathway for the companies to combine as previously disclosed.
• For investors, this is a material corporate-development update: it eliminates the specific transaction that had been announced and documented, and it may affect the Company’s strategic plans going forward. Monitor subsequent filings and company communications for any new transaction plans, capital decisions, or impacts on shareholder value.