Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (a Cayman Islands exempted company and Special Purpose Acquisition Company).
Reporting Period: Quarter ended June 30, 2026.
Status: The Company is a "blank check" company formed to effect a business combination. It has not commenced operations and generates no operating revenue. Funds from its September 2024 IPO are held in a Trust Account earning interest. The Company previously entered into a business combination agreement with StoreDot Ltd., which was terminated on February 17, 2026.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | As of June 30, 2026 |
|---|---|---|---|
| Net Income | $3,854,451 | $4,553,206 | N/A |
| Operating Costs (G&A) | $474,395 | $372,815 | N/A |
| Interest Income (Trust Account) | $4,328,846 | $4,926,021 | N/A |
| Cash (Operating) | N/A | N/A | $225,380 |
| Trust Account Balance | N/A | N/A | $248,590,139 |
| Redemption Value per Public Share | N/A | N/A | $10.81 |
| Convertible Note (Related Party) | N/A | N/A | $1,240,000 |
| Deferred Underwriting Fees | N/A | N/A | $9,775,000 |
| Working Capital | N/A | N/A | $286,599 (Surplus) |
Material Changes vs. Prior Period
- Net Income Decline: Net income for the six months ended June 30, 2026, decreased to $3.85 million from $4.55 million in the prior year period. This was primarily due to lower interest income earned on the Trust Account ($4.33M vs $4.93M), partially offset by higher general and administrative costs ($474k vs $373k).
- Trust Account Growth: The Trust Account balance increased from $244.26 million (Dec 31, 2025) to $248.59 million (June 30, 2026), driven by interest accretion.
- Debt Increase: Borrowings under related-party convertible notes (WCL Promissory Notes) increased from $450,000 at year-end 2025 to $1.24 million as of June 30, 2026, to fund working capital needs.
- Transaction Termination: The proposed business combination with StoreDot Ltd., announced in December 2025, was mutually terminated in February 2026. Consequently, related contingent fees and amendments to underwriting agreements were nullified.
Outlook, Risks, and Management Commentary
- Extension Vote: On July 30, 2026, the Company filed a proxy statement to seek shareholder approval to extend the deadline to complete a business combination from September 9, 2026, to September 9, 2027.
- Going Concern: The filing states that the Company's liquidity condition and mandatory liquidation within one year (if no combination occurs) raise substantial doubt about its ability to continue as a going concern. Management plans to address this by consummating a business combination.
- Liquidity: The Company has $225,380 in operating cash and $3.135 million available to draw down from related-party working capital loans. It may need to raise additional capital to sustain operations.
- Risks: Risks include the inability to complete a business combination before the deadline, potential delisting from Nasdaq if the 36-month requirement is not met, and general market volatility affecting the Trust Account value.
Investor Verification Checklist
- Extension Approval: Verify the outcome of the shareholder vote regarding the extension of the Combination Period to September 2027.
- Target Search: Confirm if the Company has identified a new target business following the termination of the StoreDot deal.
- Related Party Loans: Monitor the utilization of the $3.135 million remaining availability under the WCL Promissory Notes and the terms of conversion into equity.
- Redemption Rights: Review the specific terms of the extension vote, including any required deposits by shareholders to maintain their shares.
- Trust Account Yield: Assess the impact of current interest rates on the Trust Account balance, which directly influences the per-share redemption value.