Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (POLE)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: A Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination. The Company has no operating history and generates no operating revenue. Its primary activity is identifying and consummating an initial business combination.
Key Event: On December 3, 2025, the Company entered into a Business Combination Agreement with StoreDot Ltd. However, on February 17, 2026 (subsequent to the reporting period), the parties mutually agreed to terminate this agreement. The Company is currently seeking alternative targets.
Key Financial Metrics
| Metric | Year Ended Dec 31, 2025 | Period Ended Dec 31, 2024 |
|---|---|---|
| Net Income | $8,350,365 | $3,046,826 |
| Operating Expenses | $1,410,877 | $303,225 |
| Interest Income (Trust Account) | $9,761,242 | $3,350,051 |
| Cash (Operating Account) | $48,469 | $798,454 |
| Trust Account Balance | $244,261,293 | $234,500,051 |
| Redemption Price per Share | ~$10.62 | ~$10.20 |
| Working Capital | Deficit of $29,006 | Surplus of $855,099 |
| Convertible Notes (Related Party) | $450,000 | $0 |
| Deferred Underwriting Fee | $9,775,000 | $9,775,000 |
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased by approximately $9.76 million due to interest earned on marketable securities, raising the per-share redemption value from ~$10.20 to ~$10.62.
- Liquidity Deterioration: Operating cash decreased significantly from $798,454 to $48,469, resulting in a shift from a working capital surplus to a deficit of $29,006.
- Debt Financing: The Company issued $1.5 million in convertible promissory notes to related parties (officers/directors) in October 2025. As of year-end, $450,000 had been drawn.
- Expense Increase: General and administrative costs rose to $1.41 million from $303,225, reflecting increased operational activity and advisory fees.
Outlook, Risks, and Contingencies
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company has limited operating cash and must complete a business combination by September 9, 2026, or liquidate.
- Failed Transaction: The proposed business combination with StoreDot was terminated in February 2026. The Company is actively seeking alternative targets.
- Liquidity Needs: The Company relies on working capital loans from the Sponsor and officers to fund operations. If a combination is not completed, these loans may be repaid only from funds outside the Trust Account.
- Redemption Risk: Public shareholders have the right to redeem shares for their pro-rata share of the Trust Account. High redemption rates could jeopardize future transactions.
- Contingent Fees: Significant fees are contingent on a successful business combination, including a $9.775 million deferred underwriting fee and up to $7.25 million in capital markets advisory fees (depending on the target).
Investor Verification Checklist
- Combination Deadline: Verify the current status of the search for a new target given the termination of the StoreDot deal and the September 9, 2026, liquidation deadline.
- Operating Cash Runway: Assess the sufficiency of the remaining $48,469 in operating cash and the availability of the remaining $1.05 million in related-party loan capacity to fund operations until a deal is closed.
- Redemption Value: Confirm the current Trust Account balance per share, which fluctuates with interest rates and market conditions.
- Related Party Transactions: Review the terms of the $1.5 million convertible notes and the potential dilution if converted into units upon a business combination.
- Contingent Liabilities: Understand the impact of the $9.775 million deferred underwriting fee and advisory fees on the post-transaction capital structure.