8-K: Andretti SPAC to Merge with StoreDot in $800M EV Battery Deal

Andretti Acquisition Corp. II announced a definitive business combination agreement with StoreDot Ltd., valuing the extreme fast charging battery technology company at an $800 million pre-money equity value.

Summary

• Andretti Acquisition Corp. II (NASDAQ: POLE) and StoreDot Ltd. have entered into a definitive Business Combination Agreement, dated December 3, 2025.
• The transaction values StoreDot at an $800 million pre-money equity value.
• Existing StoreDot shareholders, optionholders, and warrantholders will roll over 100% of their equity into a newly formed holding company, XFC Battery Ltd. (Pubco).
• Pubco will become a publicly traded company, with its shares expected to be listed on the Nasdaq Stock Market LLC.
• StoreDot's core technology is Extreme Fast Charging (XFC) batteries, capable of delivering 100 miles of charge in 5 minutes, with a clear plan and roadmap to 100 miles of charge in 3 minutes.
• The business model is asset-light, licensing XFC chemistry to existing cell makers, which is compatible with current Lithium-ion production lines.
• StoreDot has raised $200 million to date from strategic investors including Daimler, Volvo, Polestar, VinFast, BP, TDK, and Samsung.
• The pro forma enterprise value of the combined business is expected to be $882 million, assuming no redemptions by Andretti's public shareholders.
• Andretti Acquisition Corp. II currently holds approximately $242 million in cash in trust, all of which is subject to redemption.
• The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions and approvals.

Sentiment

Score: 8

Explanation: The announcement of a definitive business combination with a strong valuation and clear commercialization pathway for a highly relevant technology (XFC batteries) is very positive. Strategic investor backing and an asset-light model further enhance the outlook. However, the inherent risks of SPAC redemptions and the forward-looking nature of the technology's market adoption temper the score slightly.

Positives

• StoreDot's Extreme Fast Charging (XFC) technology can deliver 100 miles of charge in 5 minutes, directly addressing the #1 barrier to mass EV adoption: charging and range anxiety.
• The technology is supported by a leading intellectual property portfolio of 90 registered and 11 pending patents developed over 12+ years of dedicated R&D.
• StoreDot has visibility on near-term commercialization, having shipped volume samples to global OEMs, with solutions moving from lab-proof to production-ready product samples as of September 2025.
• The asset-light licensing business model allows for fast, cost-effective integration into existing large-scale battery manufacturing infrastructure, minimizing CapEx requirements.
• Strong backing and validation from strategic investors including Daimler, Volvo, Polestar, VinFast, BP, TDK, and Samsung, which provide a clear path to proving technology with leading OEM partners.
• The XFC technology is 'drop-in' compatible with existing Lithium-ion production lines, slashing CAPEX and time-to-market for OEMs.
• StoreDot has ongoing programs with 10+ global OEMs in active B-sample development and validation programs.
• The silicon-dominant anode delivers high energy density (>330 Wh/kg and >860 Wh/L) and long cycle life (>2,000 consecutive cycles with no battery degradation due to XFC).
• The technology has been proven in a Polestar 5, requiring no modifications to the vehicle's cooling system.
• StoreDot has established manufacturing partnerships in South Korea (Kumyang Co. LTD) and China (EVE Energy Co. LTD), validating de-risked scalability.

Negatives

• The Business Combination's consummation is contingent on StoreDot and Andretti being able to raise sufficient capital and meet minimum cash conditions in the Business Combination Agreement.
• If Andretti's investors redeem an excess amount of capital held in trust, StoreDot could face a capital deficit post-Business Combination, potentially requiring additional capital raises and causing dilution to existing investors.
• The outcome of any forward-looking statement cannot be guaranteed, and actual results may differ materially from those projected, introducing uncertainty to future performance and market adoption.

Risks

• Scientific and technological developments in the battery, electric vehicles, and drone industries could impact StoreDot's competitive position.
• StoreDot's ability to obtain the necessary funding to advance the development of its products and maintain its cash runway.
• The actual size of the market opportunity for StoreDot's products may be smaller or grow slower than anticipated.
• The success of competing technologies that are or may become available could diminish StoreDot's market share.
• Existing regulations and regulatory developments in applicable jurisdictions could affect StoreDot's operations and product adoption.
• The effect of global economic and political developments, including geopolitical tensions with China, Russia, and in the Middle East, on StoreDot's business operations and financial condition.
• StoreDot's intellectual property position, including the scope of protection it is able to establish and maintain for its products, could be challenged.
• The Business Combination may not be consummated on the terms indicated or at all.
• If StoreDot and Andretti are unable to raise sufficient capital or if Andretti's investors redeem an excess amount of capital, StoreDot could have a capital deficit, requiring additional capital and potentially diluting existing investors.

Future Outlook

The combined entity, XFC Battery (Pubco), will focus on commercializing StoreDot's XFC batteries to eliminate charging and range anxiety for electric vehicles. StoreDot aims to achieve 100 miles of charge in 3 minutes in the future. The company anticipates capturing significant market share in the rapidly expanding EV battery market, leveraging its asset-light licensing model and existing OEM partnerships for mass production and adoption. The Business Combination is expected to provide critical growth capital to support these commercialization efforts and accelerate the deployment of XFC technology globally.

Management Comments

• "Partnering with Andretti II SPAC and its iconic team provides us with the ideal platform and resources to dramatically scale our production and commercialization efforts. Our mission is to eliminate range and charging anxiety, and we believe this transaction fuels our ability to deliver XFC to EV drivers globally." Dr. Doron Myersdorf, CEO of StoreDot.
• "The strong momentum we have with leading OEMs, who are in the process of validating and integrating our cells, proves that the industry is ready for minutes-long charging. Together with the Andretti team, we are set to transform the EV landscape." Dr. Doron Myersdorf, CEO of StoreDot.
• "We believe this business combination marks a pivotal moment in the future of electric mobility. The Andretti name is synonymous with speed, innovation, and winning, and we see all of that in StoreDot's XFC technology." Michael Andretti, Director and Special Advisor to Andretti Acquisition Corp. II.
• "Our partnership is about more than capital; it's about accelerating the deployment of this critical technology to consumers worldwide and cementing the combined company as a market leader." Michael Andretti, Director and Special Advisor to Andretti Acquisition Corp. II.

Industry Context

The electric vehicle (EV) market is experiencing rapid expansion, with global passenger BEV sales projected to reach 36 million vehicles by 2030. However, long charging times and range anxiety remain significant barriers to mass consumer adoption. StoreDot's Extreme Fast Charging (XFC) technology directly addresses this primary pain point, positioning the combined entity to capture substantial market share. The company's asset-light licensing model offers a scalable and potentially more profitable approach compared to capital-intensive traditional battery manufacturing, aligning with industry trends towards specialized technology providers. The focus on silicon-dominant anodes represents a key technological advancement over conventional graphite-based anodes, pushing the boundaries of battery performance.

Comparison to Industry Standards

• StoreDot's XFC capability of 100 miles in 5 minutes is stated to be at least 2 times better than other fast-charging solutions, which typically experience significant slowdowns as the battery's state of charge increases.
• StoreDot's chemistry enables a consistent 350kW charging rate, even in the 60-80% State of Charge (SoC) range, a critical advantage over competitors whose charging rates often decline in this range.
• Compared to QuantumScape, a solid-state battery developer, StoreDot's silicon anode XFC technology is 'proven' for 10-minute charging (10%-80% SoC) and 2500 XFC life-cycles, whereas QuantumScape's is 'planned' for 12-15 minutes and 400 XFC life-cycles.
• StoreDot's technology is 'drop-in' compatible with existing Lithium-ion manufacturing infrastructure, eliminating the need for new gigafactories, a contrast to many emerging battery technologies that require substantial new capital expenditure.
• The technology has been validated in a Polestar 5, demonstrating that it requires no modifications to the vehicle's cooling system, indicating seamless integration.
• StoreDot's pro forma equity value of $1,104 million is significantly lower than QuantumScape's $7,110 million (as of December 1, 2025), suggesting potential for substantial value realization as StoreDot achieves commercialization milestones.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Andretti Acquisition Corp. II will exchange their existing securities for substantially equivalent securities of Pubco, gaining exposure to StoreDot's XFC technology but also facing potential dilution from redemptions.
• Existing StoreDot shareholders, optionholders, and warrantholders will roll over 100% of their equity into Pubco, gaining access to public capital markets and liquidity.
• Employees of StoreDot are expected to benefit from the accelerated production and commercialization efforts, with the combined company led by StoreDot's experienced management team, suggesting continuity and growth opportunities.
• Automotive OEMs, as key customers and partners, will benefit from the accelerated deployment and commercialization of StoreDot's XFC battery technology, which addresses a critical consumer pain point in EV adoption.
• Strategic investors (e.g., Daimler, Volvo, Polestar, BP, Samsung) are expected to see increased value from their investments as StoreDot gains public market access and scales its technology.
• The broader EV market and consumers will benefit from the advancement and wider availability of extreme fast charging technology, potentially accelerating mass EV adoption.

Next Steps

• Pubco and StoreDot intend to file a Registration Statement on Form F-4 with the SEC, which will include a preliminary proxy statement of Andretti and a prospectus.
• The definitive proxy statement and other relevant documents will be mailed to shareholders of Andretti for voting on the proposed Business Combination.
• The Business Combination transaction requires the approval of the stockholders of Andretti and StoreDot.
• The transaction is subject to satisfaction or waiver of the conditions stated in the Business Combination Agreement and other customary closing conditions, including obtaining certain financing commitments and regulatory approvals.
• The Business Combination is expected to close in the second quarter of 2026.
• StoreDot will continue its ongoing B-sample development and validation programs with 10+ global OEMs.
• StoreDot has a clear plan and roadmap to achieve 100 miles of charge in 3 minutes.

Key Dates

Recommendation

The definitive business combination agreement for StoreDot, a leader in extreme fast charging battery technology, presents a highly compelling investment opportunity. The company directly addresses the primary barrier to mass EV adoption (charging time) with a proven, patented, and production-ready solution. Its asset-light licensing model minimizes capital expenditure, allowing for rapid scalability and integration into existing OEM manufacturing lines. Strong strategic backing from major automotive and technology giants validates the technology and provides a clear commercialization pathway. While SPAC-related redemption risks exist, the potential for significant market capture in the rapidly expanding EV sector, coupled with a valuation that appears favorable compared to some peers, suggests substantial upside potential for long-term investors. The clear roadmap to even faster charging and ongoing OEM validation programs further de-risk future growth, making this a strong buy recommendation.

Keywords

Extreme Fast Charging, XFC Battery, EV Battery Technology, StoreDot, Andretti Acquisition Corp. II, SPAC Merger, Electric Vehicles, Lithium-ion Battery, Silicon Anode, Automotive OEM, Battery Licensing, Corporate Governance, Nasdaq Listing