Andretti Acquisition Corp. II
12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:30
Material Agreement (Form 8-K)
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 be paid 50% in cash and 50% in shares of Pubco. The UA Amendment also provides BTIG with a right of first refusal to serve as representative of the underwriters for the initial public offering of any new special purpose acquisition corporation proposed to be formed by the Sponsor, Mario Andretti or Michael Andretti within twelve months of the closing of the Target Transaction.
The foregoing description of the UA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the UA Amendment, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
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