UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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). |
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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 | |
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