8-K: Andretti SPAC Amends Underwriting Deal for StoreDot Merger

Andretti Acquisition Corp. II amended its underwriting agreement with BTIG, LLC, reducing deferred commissions and outlining payment terms contingent on its merger with StoreDot Ltd.

Summary

• Andretti Acquisition Corp. II (Andretti) and BTIG, LLC (BTIG) entered into an amendment to their Underwriting Agreement on December 17, 2025.
• This amendment is effective and conditioned upon the closing of Andretti's initial business combination with StoreDot Ltd. (the Target Transaction).
• The deferred underwriting commissions under the Underwriting Agreement were reduced to $8.0 million.
• If the 'Closing Cash' (cash and cash equivalents plus Transaction Financing proceeds) is at least $70.0 million upon consummation of the Target Transaction, the full $8.0 million deferred commission will be paid in cash.
• If the 'Closing Cash' is less than $70.0 million, $2.0 million of the deferred commission will be paid in cash, and $6.0 million will be paid in Class A Ordinary Shares of Pubco (Deferred Fee Shares).
• Deferred Fee Shares will be valued at the lower of $10.00 per share or the price of shares issued in any Transaction Financing.
• BTIG was granted customary registration rights for the Deferred Fee Shares.
• BTIG received a right of first refusal to serve as a non-exclusive placement agent for any Transaction Financing related to the Target Transaction, with any placement agent fees to be paid 50% in cash and 50% in Pubco shares.
• BTIG also received a right of first refusal to serve as representative 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 Target Transaction closing.
• The amendment specifies that other investment banks providing services for the Target Transaction or Transaction Financing must have similar fee structures and share valuation/registration rights.

Sentiment

Score: 6

Explanation: The amendment is a neutral to slightly positive development as it formalizes fee structures and reduces the total deferred commission, which is beneficial. However, the potential for significant share-based payments and associated dilution, depending on closing cash, introduces some uncertainty.

Positives

• Deferred underwriting commissions were reduced to $8.0 million, potentially lowering transaction costs for the SPAC.
• The amendment provides flexibility in payment (cash or shares) based on the company's cash position at closing, which could conserve cash if needed.
• BTIG's right of first refusal for future SPAC IPOs by the Andretti sponsors suggests a continued relationship and potential for future business.
• The requirement for other investment banks to have similar fee structures ensures consistency and potentially fair terms across advisors.

Negatives

• If Closing Cash is less than $70.0 million, a significant portion ($6.0 million) of the deferred underwriting commission will be paid in Pubco shares, leading to dilution for existing shareholders.
• The valuation of Deferred Fee Shares and Financing Fee Shares is tied to the lower of $10.00 or the Transaction Financing price, which could result in BTIG receiving shares at a lower valuation if the financing is priced below $10.00.
• The right of first refusal for BTIG on future SPACs and Transaction Financing could limit Andretti's flexibility in choosing advisors or negotiating terms.

Risks

• If Andretti is unable to consummate a Business Combination and the Trust Account is liquidated, BTIG will forfeit its rights to the deferred underwriting commission.
• Shareholders face dilution if deferred underwriting commissions and financing fees are paid in Class A Ordinary Shares of Pubco.
• The valuation of shares issued for fees is dependent on the Target Transaction price or Transaction Financing price, which could be below $10.00.

Future Outlook

The amendment is contingent on the successful closing of Andretti's initial business combination with StoreDot Ltd., indicating the company's focus on completing this merger. It also outlines potential future engagements for BTIG related to subsequent SPACs formed by the Andretti sponsors, suggesting a long-term relationship.

Management Comments

• William M. Brown, Chief Executive Officer of Andretti Acquisition Corp. II, signed the report on December 23, 2025.

Industry Context

This filing reflects a common practice in SPAC mergers where underwriting agreements are amended to adjust deferred fees and provide incentives or rights of first refusal to underwriters in anticipation of a business combination. The reduction in deferred fees and the flexibility in payment methods are strategies often employed to facilitate deal closing and manage cash flow during the de-SPAC process, especially in a market where SPACs face increased scrutiny and redemption rates.

Comparison to Industry Standards

• The reduction of deferred underwriting commissions is a common adjustment seen in SPAC transactions, particularly as market conditions evolve or specific deal terms are finalized. This can be compared to other SPACs that have renegotiated underwriter fees to improve deal economics or ensure deal completion.
• The inclusion of share-based compensation for deferred fees and placement agent fees is a standard mechanism in SPAC mergers, aligning the interests of the underwriter/placement agent with the long-term performance of the combined entity (Pubco). This is similar to practices observed in other de-SPAC transactions where advisors receive equity components.
• Granting rights of first refusal for future financing or subsequent SPACs to the initial underwriter is a typical arrangement to foster ongoing relationships and secure future business, often seen with prominent SPAC sponsors like the Andretti group.

Corporate Governance

Stakeholder Impact

• **Shareholders:** Potential for dilution if deferred underwriting commissions and financing fees are paid in Class A Ordinary Shares of Pubco, especially if Closing Cash is below $70.0 million or if shares are valued below $10.00.
• **BTIG, LLC (Underwriter/Placement Agent):** Secured a reduced but still substantial deferred underwriting commission, with a flexible payment structure. Gained rights of first refusal for future financing and SPAC IPOs, ensuring potential future revenue streams.
• **Andretti Acquisition Corp. II:** Benefits from a formalized and potentially reduced deferred underwriting commission structure, aiding in the completion of the StoreDot merger. However, it commits to certain future engagements with BTIG.
• **StoreDot Ltd. (Target):** The amendment impacts the financial structure of the combined entity (Pubco) post-merger, particularly regarding cash availability and potential share issuance for fees.

Next Steps

• Consummation of the initial business combination with StoreDot Ltd. (Target Transaction).
• Payment of deferred underwriting commissions and financing fees upon closing of the Target Transaction, based on Closing Cash.
• Potential engagement of BTIG as placement agent for Transaction Financing.
• Potential engagement of BTIG as underwriter for IPOs of future SPACs formed by the Sponsor, Mario Andretti, or Michael Andretti within 12 months of the Target Transaction closing.

Key Dates

Recommendation

The filing details an amendment to an underwriting agreement, which is a procedural step in the SPAC's business combination process. While the reduction in deferred commissions is a positive, the potential for significant share-based payments and associated dilution, contingent on the 'Closing Cash' metric, introduces uncertainty. The rights of first refusal granted to BTIG for future financings and SPACs by the sponsors are notable but do not fundamentally alter the investment thesis for the current merger. Investors should hold and monitor the progress of the StoreDot merger and the final terms of any Transaction Financing.

Keywords

Andretti Acquisition Corp. II, BTIG, StoreDot Ltd., SPAC, Business Combination, Underwriting Agreement, Deferred Underwriting Commission, Transaction Financing, Merger, Corporate Governance, SEC Filing