Core Viewpoint - StoreDot Ltd. and Andretti Acquisition Corp. II have announced a definitive business combination agreement to form a new holding company named "XFC Battery," which will focus on commercializing StoreDot's Extreme Fast Charging (XFC) battery technology for electric vehicles (EVs) [1][2]. Company Overview - StoreDot is a leader in XFC battery technology, capable of delivering 100 miles of charge in just 5 minutes, with plans to reduce this to 3 minutes [1]. - The company has established significant commercial traction and is engaged in development programs with leading global OEMs, indicating readiness for mass production [1][4]. Transaction Details - The business combination values StoreDot at an implied pre-money equity value of $800 million, with existing shareholders rolling over 100% of their equity into the new company [3][5]. - Andretti Acquisition Corp. II currently holds approximately $242 million in cash in trust, which is subject to redemption [3]. Market Opportunity - The combined entity aims to address the primary barrier to EV adoption: long charging times, thereby targeting the rapidly expanding EV battery market [4]. - StoreDot's scalable, asset-light business model is designed to be compatible with existing Lithium-ion production lines, facilitating mass-market adoption [4]. Leadership and Management - The combined company will be led by Dr. Doron Myersdorf as Chief Executive Officer, supported by StoreDot's experienced management team [4]. Closing Timeline - The transaction is expected to close in the second quarter of 2026, pending stockholder approval and satisfaction of customary closing conditions [6][7].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,230,406, primarily from interest earned on marketable securities held in the Trust Account amounting to $2,501,400[115]. - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $241,927,472, which includes $10,777,472 of interest income[122]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[114]. Initial Public Offering - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[120]. - The company incurred $15,014,904 in costs related to the Initial Public Offering, including $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[121]. Cash and Working Capital - As of September 30, 2025, the company had cash of $207,470 available for operational expenses and due diligence on potential target businesses[123]. - The company may need to raise additional capital through loans or investments to meet working capital needs, as indicated by its going concern assessment[125]. - The company has issued unsecured Notes totaling $1,500,000 for working capital purposes, which may convert into private placement units at a price of $10.00 per unit upon the Business Combination[133][134]. Costs and Expenses - The company has incurred general and administrative costs of $270,994 for the three months ended September 30, 2025, and $643,809 for the nine months ended September 30, 2025[115]. Shareholder Matters - The company has the option to extend the Combination Period, which currently ends on September 9, 2026, subject to shareholder approval[113]. - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value as of September 30, 2025[136]. - Changes in redemption value of redeemable ordinary shares are recognized immediately and adjust the carrying value accordingly[137]. Earnings Per Share - Net income per ordinary share is calculated by dividing net income by the weighted average ordinary shares outstanding for the respective period[138]. - Diluted net income per share is the same as basic income per share for the period presented due to the contingent nature of outstanding warrants[138]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect reported amounts of assets and liabilities[135]. - Management does not believe that recently issued accounting standards will have a material effect on the financial statements[139]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[140].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,289,803, primarily from interest earned on marketable securities held in the Trust Account amounting to $2,470,419, offset by general and administrative costs of $180,616[111]. - For the six months ended June 30, 2025, the company achieved a net income of $4,553,206, with interest income from marketable securities totaling $4,926,021 and general and administrative costs of $372,815[111]. - As of June 30, 2025, the company held marketable securities in the Trust Account valued at $239,426,072, which includes $8,276,072 of interest income[118]. Initial Public Offering - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[116]. - The company incurred $15,014,904 in costs related to the Initial Public Offering, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[117]. - The underwriters of the Initial Public Offering received a cash underwriting discount of $4,600,000, which is 2.00% of the gross proceeds[127]. Liquidity and Going Concern - The company has a liquidity condition that raises substantial doubt about its ability to continue as a going concern for a period within one year after the issuance of its financial statements[122]. - The company may need to raise additional capital through loans or investments to meet its working capital needs, as there is no assurance that new financing will be available on commercially acceptable terms[121]. Operational Status - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and preparing for the Initial Public Offering[110]. - The company has incurred and paid $90,000 in fees for the Chief Executive Officer's services for the six months ended June 30, 2025[125]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide the information typically mandated under this item[133].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,263,403, primarily from interest earned on marketable securities held in the Trust Account amounting to $2,455,602, offset by general and administrative costs of $192,199[118]. - As of March 31, 2025, the company held marketable securities in the Trust Account valued at $236,955,653, which includes approximately $5,805,653 of interest income[124]. - The company had cash of $612,692 as of March 31, 2025, primarily used for identifying and evaluating target businesses[125]. - The company incurred $45,000 in fees for administrative services and CEO compensation for the three months ended March 31, 2025[132]. - The company may need to raise additional capital through loans or investments to meet working capital needs, raising concerns about its ability to continue as a going concern[128]. Initial Public Offering - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[122]. - Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account, with $15,014,904 incurred in related costs, including $4,600,000 in cash underwriting fees[123]. - The underwriters of the Initial Public Offering received a cash underwriting discount of $4,600,000, with an additional deferred underwriting discount of $9,775,000 payable upon completion of the initial Business Combination[134]. Accounting Standards and Disclosures - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring significant segment expense disclosures[139]. - Public entities must disclose the title and position of the chief operating decision maker (CODM) and how they use reported segment profit or loss measures[139]. - Companies with a single reportable segment must provide all disclosures required by ASU 2023-07 and existing segment disclosures in Topic 280[139]. - The management does not anticipate that recently issued accounting standards will materially affect the financial statements[140]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[141]. Capital Allocation - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[124]. - The company has no long-term debt or capital lease obligations, with its only contractual obligations being related to administrative services and CEO agreements[129].

IPO and Fundraising - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[24]. - An additional $7.6 million was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total funds to $231.15 million in the Trust Account[25][26]. - The company has $234,500,051 available for a Business Combination as of December 31, 2024, before redemptions and taxes[59]. - Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account, which includes approximately $3,350,051 of interest income[159][160]. - The company incurred $15,014,904 in Initial Public Offering related costs, including $4,600,000 of cash underwriting fees and $9,775,000 of deferred underwriting fees[159]. - The underwriters of the Initial Public Offering exercised an Over-Allotment Option, purchasing an additional 3,000,000 Option Units at $10.00 per unit[167]. - The cash underwriting discount for the Initial Public Offering was 2.00% of gross proceeds, totaling $4,600,000, with a deferred underwriting discount of 4.25%, amounting to $9,775,000[168]. Business Combination and Acquisition Strategy - The company must complete its initial Business Combination by September 9, 2026, or face termination and distribution of Trust Account funds to shareholders[27][49]. - The Nasdaq Rules require the company to complete one or more business combinations with an aggregate fair market value of at least 80% of the Trust Account assets[50]. - The Management Team is focused on acquiring companies with strong competitive advantages, seasoned management, and attractive financial profiles[36][39]. - The company aims to leverage its extensive network to identify and evaluate potential acquisition targets[33][32]. - The acquisition process includes due diligence, which involves meetings with management, document reviews, and financial assessments[44]. - The company plans to provide Public Shareholders the opportunity to redeem shares upon completion of the initial Business Combination[47]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[51]. - The company anticipates that its shareholders may collectively own a minority interest in the post-transaction company depending on valuations[51]. - The company may engage independent investment banking firms to provide fairness opinions for Business Combinations with affiliated companies[52]. - The company may seek shareholder approval for its initial Business Combination, but it can conduct redemptions without a vote under certain conditions[64]. - The company may enter into transactions to incentivize Public Shareholders to vote in favor of the Business Combination[67]. - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[106]. - The company has two officers dedicated to identifying and negotiating with acquisition targets for the initial Business Combination[107]. - The company is required to provide audited financial statements of the prospective target business as part of the proxy solicitation materials[109]. Redemption and Shareholder Rights - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of Public Shares at a price based on the Trust Account balance[49]. - As of December 31, 2024, the Redemption Price for Public Shares is approximately $10.15 per share, before any applicable taxes[73]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[75]. - A Public Shareholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[86]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to the transfer agent prior to the redemption deadline[84]. - If the initial Business Combination is structured as a statutory merger, a Special Resolution will be required for approval[78]. - The redemption offer will remain open for at least 20 business days, and the company cannot complete the initial Business Combination until the expiration of this period[82]. - The company’s Sponsor, officers, and directors have agreed to waive their redemption rights concerning their shares in connection with the initial Business Combination[73]. - Non-votes will not affect the approval of the initial Business Combination once a quorum is obtained, requiring approximately 37.5% of Public Shares to be voted in favor[78]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any pro rata share from the Trust Account[91]. - The estimated Redemption Price upon dissolution is approximately $10.15 as of December 31, 2024, but actual amounts may be less due to creditor claims[98]. - The company has approximately $798,454 available from the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[102]. Financial Performance and Projections - For the period from May 21, 2024, through December 31, 2024, the company reported a net income of $3,046,826, primarily from interest earned on marketable securities[155]. - The company has not generated any operating revenues to date and does not expect to until after the completion of its Business Combination[154]. - The company may not be able to complete its Initial Business Combination if it involves a company subject to regulatory review, which could hinder its operations[120]. - The company may withdraw interest from the Trust Account to pay taxes, if any[160]. - The company does not expect to raise additional funds for operating expenditures but may need financing for Business Combination completion or share redemptions[163]. - The company is subject to risks associated with being a blank check company with no revenue or established business operations, which may affect its ability to select a suitable business target[118]. - The company may face increased competition in finding an attractive target for its Initial Business Combination, potentially raising costs and risks[119]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash, resulting in all Public Shares submitted for redemption being returned[74]. - If the Trust Account proceeds fall below $10.05 per Public Share, the company may not be able to complete the initial Business Combination, affecting redemption amounts for Public Shareholders[101]. Management and Governance - The Management Team has significant experience in SPAC transactions and aims to create value for shareholders through strategic acquisitions[31][32]. - The company has not secured third-party financing for its Business Combination, which may affect its options[59]. - The company may face conflicts of interest due to its management team's ownership of Founder Shares and Private Placement Units[53]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[100]. - There is no guarantee that third parties will execute agreements waiving claims to the Trust Account, which could expose the company to additional risks[99]. - The company has adopted a Code of Business Conduct and Ethics applicable to directors, officers, and employees[223]. - The company will disclose any amendments or waivers to the Code of Ethics on its website[224]. - The Board of Directors consists of six members, divided into three classes, with each class serving a three-year term[208]. - The Audit Committee consists of three independent members: Cassandra S. Lee, Gerald D. Putnam, and John J. Romanelli[213]. - Cassandra S. Lee is recognized as an "audit committee financial expert" as defined by SEC rules[214]. - The Compensation Committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements[216]. - The Compensation Committee includes James W. Keyes and Gerald D. Putnam, both of whom are independent[215]. - The Board of Directors does not have a standing nominating committee but can recommend director nominees through independent directors[220]. - Only holders of Class B Ordinary Shares are entitled to vote on the appointment and removal of directors prior to the initial Business Combination[210]. - There are no material legal proceedings involving any director or executive officer adverse to the company[207]. Tax and Regulatory Considerations - The company has a tax exemption undertaking from the Cayman Islands government for a period of 30 years, exempting it from taxes on profits, income, gains, or appreciations[111]. - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares exceeds $700 million[115]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders[153]. - If the company does not complete its Initial Business Combination by September 5, 2027, its securities may be suspended from trading on Nasdaq and delisted[123]. - The company’s disclosure controls and procedures were deemed effective as of the end of the fiscal year on December 31, 2024[179]. - Management does not believe that any recently issued accounting standards will materially affect the financial statements[173]. - The company has not identified any critical accounting estimates that could materially differ from actual results[169]. - The company does not have any long-term debt or capital lease obligations[164].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $581,366, primarily from interest earned on marketable securities held in the Trust Account[92]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit[94]. - As of September 30, 2024, the company had marketable securities held in the Trust Account totaling $231,814,125, including approximately $664,125 of interest income[95]. - The company incurred $15,014,904 in Initial Public Offering related costs, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[94]. - The company has incurred general and administrative costs of $82,759 for the three months ended September 30, 2024[92]. Cash and Securities - The company had cash of $876,169 as of September 30, 2024, intended for identifying and evaluating target businesses[96]. - The company has no long-term debt or significant off-balance sheet arrangements as of September 30, 2024[99]. - The company plans to use substantially all funds in the Trust Account to complete its Business Combination[95]. Future Expectations - The company does not expect to generate operating revenues until after the completion of its Business Combination[91]. - The company has a contractual obligation to pay the Chief Executive Officer $12,500 per month for services[101].

Financial Position - As of June 30, 2024, total assets amounted to $233,708, with current assets at $1,402 and deferred offering costs at $232,306[5]. - Total liabilities were reported at $252,400, including accrued offering costs of $112,758 and a promissory note related to a party amounting to $134,642[5]. - The total shareholder's deficit as of June 30, 2024, was reported at $(18,692)[6]. - As of June 30, 2024, the Company had not commenced any operations and had generated no operating revenues, relying solely on non-operating income from interest on investments from the Initial Public Offering proceeds[11]. - As of June 30, 2024, the company had borrowed $134,642 under a promissory note from the Sponsor, which was repaid in full at the closing of the IPO[50][70]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[83]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on September 9, 2024, selling 23,000,000 units, including 3,000,000 units from the underwriters' over-allotment option[6]. - The Initial Public Offering was completed on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit, including an over-allotment option[12]. - An additional $7,600,000 was raised from the sale of 760,000 Private Placement Units at $10.00 per unit, bringing total gross proceeds to $237,600,000[13]. - Transaction costs for the Initial Public Offering totaled $15,014,904, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[14]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $4,600,000[69]. - The company completed its Initial Public Offering (IPO) on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units, including the full exercise of the underwriters' over-allotment option of 3,000,000 units at $10.00 per unit[68]. Business Operations - The company has not yet generated revenue as it is in the early stages of operations, focusing on capital raising and market positioning[7]. - The Company must complete a Business Combination with target businesses having a fair market value of at least 80% of the net balance in the Trust Account at the time of signing an agreement[15]. - If the Company fails to complete the initial Business Combination within 24 months, it will redeem public shares at a price equal to the amount in the Trust Account, which was $10.05 per share as of September 9, 2024[17]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination[78]. - The Company has determined it has access to funds from the Sponsor to meet working capital needs for at least one year from the date of the financial statements[22]. - The Company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[75]. Shareholder Information - As of October 11, 2024, there were 23,760,000 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding[4]. - The company issued 5,750,000 Class B ordinary shares, resulting in additional paid-in capital of $24,425[8]. - The Sponsor made a capital contribution of $25,000 for 5,750,000 Class B ordinary shares, valued at approximately $0.004 per share[48]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial Business Combination[63]. - The company is authorized to issue a total of 500,000,000 Class A ordinary shares, with none issued as of June 30, 2024[61]. Compensation and Expenses - General and administrative costs for the period amounted to $43,692, contributing to the overall net loss[7]. - The Chief Executive Officer will receive $12,500 per month for his services starting September 5, 2024[52][67]. - The company has committed to pay the Sponsor $2,500 per month for administrative services starting September 5, 2024[51][67]. Financial Performance - The net loss for the period from May 21, 2024 (inception) through June 30, 2024, was $43,692, resulting in a basic and diluted net loss per share of $0.01[7]. - As of June 30, 2024, the Company reported a net loss of $43,692, primarily due to general and administrative costs[76]. - The Company accounts for income taxes under ASC Topic 740, with a tax provision of zero for the period presented due to its exempt status in the Cayman Islands[34].

As filed with the U.S. Securities and Exchange Commission on August 22, 2024. Registration No. 333-280552 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ Andretti Acquisition Corp. II (Exact name of registrant as specified in its charter) _________________________________ | Cayman Islands | 6770 | 98-1792547 | | --- | --- | --- | | (S ...

As filed with the U.S. Securities and Exchange Commission on July 31, 2024. Registration No. 333-280552 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ Andretti Acquisition Corp. II (Exact name of registrant as specified in its charter) _________________________________ | Cayman Islands | 6770 | 98-1792547 | | --- | --- | --- | | (Sta ...

As filed with the U.S. Securities and Exchange Commission on June 28, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ Andretti Acquisition Corp. II (Exact name of registrant as specified in its charter) _________________________________ | Cayman Islands | 6770 | 98-1792547 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial ...