Andretti Acquisition CORP. II 8-K Filing
Ticker: POLEW · Form: 8-K · Filed: Dec 23, 2025 · CIK: 2025341
Sentiment: neutral
Filing Stats: 879 words · 4 min read · ~3 pages · Grade level 11.9 · Accepted 2025-12-23 16:30:26
Key Financial Figures
- $0.0001 — LC Class A Ordinary Shares, par value $0.0001 per share POLE The Nasdaq Stock Mar
- $11.50 — Ordinary Share at an exercise price of $11.50 per share POLEW The Nasdaq Stock Ma
- $8.0 m — Underwriting Agreement were reduced to $8.0 million, which will be payable as follows
- $70.0 m — f the Closing Cash is equal to at least $70.0 million, then $8.0 million of the deferre
- $8.0 million — s equal to at least $70.0 million, then $8.0 million of the deferred underwriting commission
- $2.0 million — g Cash is less than $70.0 million, then $2.0 million of the deferred underwriting commission
- $6.0 million — id in cash and Pubco will issue to BTIG $6.0 million in Class A ordinary shares of Pubco (th
- $10.00 — at an amount equal to the lower of (i) $10.00 and (ii) if there is Transaction Financ
Filing Documents
- ea0270676-8k_andretti2.htm (8-K) — 39KB
- ea027067601ex1-1_andretti2.htm (EX-1.1) — 33KB
- 0001213900-25-125356.txt ( ) — 297KB
- pole-20251217.xsd (EX-101.SCH) — 4KB
- pole-20251217_def.xml (EX-101.DEF) — 27KB
- pole-20251217_lab.xml (EX-101.LAB) — 37KB
- pole-20251217_pre.xml (EX-101.PRE) — 25KB
- ea0270676-8k_andretti2_htm.xml (XML) — 7KB
01 Entry Into
Item 1.01 Entry Into A Material Definitive Agreement. On December 17, 2025, Andretti Acquisition Corp. II (" Andretti ") and BTIG, LLC (" BTIG ") entered into an amendment (the " UA Amendment ") to the Underwriting Agreement, dated as of September 5, 2024, between Andretti and BTIG as representative of the several underwriters (the " Underwriting Agreement "). The UA Amendment is effective and conditioned upon the closing of Andretti's initial business combination with StoreDot Ltd. (the " Target Transaction "). Unless otherwise defined herein, the capitalized terms used below are defined in the UA Amendment. Pursuant to the UA Amendment, the deferred underwriting commissions under the Underwriting Agreement were reduced to $8.0 million, which will be payable as follows: Upon consummation of the Target Transaction, if the Closing Cash is equal to at least $70.0 million, then $8.0 million of the deferred underwriting commissions will be paid in cash. Upon consummation of the Target Transaction, if the Closing Cash is less than $70.0 million, then $2.0 million of the deferred underwriting commissions will be paid in cash and Pubco will issue to BTIG $6.0 million in Class A ordinary shares of Pubco (the " Deferred Fee Shares "), with each such Deferred Fee Share valued at an amount equal to the lower of (i) $10.00 and (ii) if there is Transaction Financing into Andretti or Pubco at or immediately prior to the closing of the Target Transaction, the price of a share of Andretti or Pubco issued in connection with such Transaction Financing to the extent shares of Andretti or Pubco are issued in connection with such Transaction Financing. Pursuant to the UA Amendment, BTIG was granted customary registration rights with respect to the Deferred Fee Shares. The UA Amendment also provides BTIG with a right of first refusal to serve as non-exclusive placement agent in connection with any Transaction Financing for the Target Transaction, with any placement agent fees to
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Amendment to Underwriting Agreement, dated as of December 17, 2025, between Andretti and BTIG. 104 Cover Page Interactive Data File (embedded with the Inline XRBL document). 1 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 By: /s/ William M. Brown Name: William M. Brown Title: Chief Executive Officer Dated: December 23, 2025 2