Andretti Acquisition Corp. II

What they do

The company was incorporated on May 21, 2024 for the purpose of effecting a business combination with one or more businesses, and to date its efforts have been limited to organizational activities, its September 9, 2024 IPO, and searching for a target. It has generated no operating revenues and does not expect any until it consummates an initial business combination. It completed a $230,000,000 IPO of 23,000,000 public units at $10.00 per unit, plus a $7,600,000 private placement of 760,000 units to its sponsor and BTIG; $231,150,000 was placed in a trust account with Continental.

Revenue drivers

• Trust account interest income — The only current source of income is interest earned on the $231,150,000 trust account, which may be invested only in short-maturity U.S. government securities, qualifying money market funds, cash, or bank demand deposits.
• Sponsor and BTIG private placement — The $7,600,000 private placement of 760,000 units at $10.00 per unit (450,000 to the sponsor, 310,000 to BTIG) provided proceeds that were deposited into the trust account alongside IPO proceeds.
• Post-combination StoreDot business — The company has no operating revenue today; future revenue would come from the December 3, 2025 business combination agreement with StoreDot, subject to closing and the Nasdaq 36-month requirement.

Recent performance

The company reported annual net income of $8.4 million for 2025 while operating cash flow was negative $1.2 million, reflecting a blank-check company with no operations. At June 30, 2026, total assets were $248.9 million, total liabilities were $11.0 million, shareholder equity was negative $10.7 million, and cash and equivalents were only $225,380. On September 9, 2026, the company held a shareholder vote and entered agreements and amended its charter, following a series of material agreements on September 8, September 3, September 1, and August 28, 2026.

Strategy

On December 3, 2025, the company entered into a business combination agreement with StoreDot, Pubco, Company Merger Sub, and SPAC Merger Sub, along with a letter agreement amendment and a sponsor letter agreement with Pubco. Management, led by Executive Chairman William J. (Bill) Sandbrook and CEO William M. (Matt) Brown, is seeking to complete that combination before the September 9, 2026 end of the 24-month combination period. If a combination is not consummated by then, the company will cease operations, redeem public shares from the trust account, and dissolve and liquidate. The series of agreements and charter amendment in late August and early September 2026 followed the combination period deadline.

Risks

• Combination deadline — If the initial business combination is not consummated by September 9, 2026, the company's existence will terminate and it will distribute all trust account amounts.
• Nasdaq 36-month requirement — Nasdaq rules require SPACs such as this company to complete their initial business combination within 36 months or face likely suspension of trading and delisting.
• Trust account third-party claims — The trust account is potentially subject to claims of third parties, which could reduce amounts available for redemption.
• Negative shareholder equity — At June 30, 2026 shareholder equity was negative $10.7 million against $11.0 million of liabilities, and cash outside the trust account was just $225,380.

Outlook

Management states it is pursuing the StoreDot business combination and that it may seek to extend the combination period with shareholder approval, which would require an amendment to the amended and restated articles and give public shareholders a redemption opportunity. The company expects no operating revenues until a business combination closes. If the combination is not completed by the end of the combination period, it will cease operations except for winding up, redeem public shares, and liquidate.