Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (POLE)
Reporting Period: Quarter ended March 31, 2026
Business Type: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. The Company is a "blank check" company formed to effect a merger or business combination with one or more target businesses. As of the reporting date, the Company had not commenced any operations and generated no operating revenue.
Key Event: The Company terminated its proposed business combination with StoreDot Ltd. on February 17, 2026. The Company must complete a business combination by September 9, 2026 (24 months from IPO), or face mandatory liquidation.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $1,841,144 | $2,263,403 |
| Operating Loss | $(306,630) | $(192,199) |
| Interest Income (Trust Account) | $2,147,774 | $2,455,602 |
| Cash (Operating) | $150,516 | $612,692 |
| Trust Account Balance | $246,409,067 | $244,261,293 |
| Working Capital | $274,364 (Surplus) | $(29,006) (Deficit) |
| Convertible Note (Related Party) | $1,060,000 | $450,000 |
| Deferred Underwriting Fee | $9,775,000 | $9,775,000 |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative costs increased by approximately 59.5% to $306,630 from $192,199 in the prior year quarter.
- Net Income: Net income decreased by approximately 18.6% to $1.84 million, primarily due to lower interest income earned on the Trust Account ($2.15 million vs. $2.46 million) and higher operating costs.
- Liquidity: Operating cash increased to $150,516 from $48,469 at year-end 2025, driven by a $610,000 drawdown on related-party convertible notes. However, compared to Q1 2025, operating cash is significantly lower ($150k vs. $613k).
- Debt: Borrowings under the Working Capital Loan (WCL) Promissory Notes increased from $450,000 to $1,060,000.
- Transaction Status: The proposed StoreDot business combination was terminated in February 2026, rendering related fee amendments and agreements void.
Outlook, Risks, and Contingencies
- Going Concern: The filing explicitly states that the Company's liquidity condition and mandatory liquidation deadline (September 9, 2026) raise substantial doubt about its ability to continue as a going concern. Management plans to address this by consummating a business combination.
- Capital Needs: The Company may need to raise additional capital through loans or investments from the Sponsor, officers, or directors to meet working capital needs. There is no assurance such financing will be available.
- Contingent Fees: Capital Markets Advisory fees totaling up to $3.75 million (plus potential performance fees) were contingent on the StoreDot deal. With the deal terminated, no expense has been recorded for these fees.
- Subsequent Events: In late April 2026, the Company amended WCL Promissory Notes to increase total principal availability and drew an additional $180,000.
- Redemption Value: As of March 31, 2026, the redemption value per Public Share was $10.71.
Investor Verification Checklist
- Liquidation Deadline: Verify the exact date by which a business combination must be completed (currently September 9, 2026) to avoid mandatory liquidation.
- Working Capital Sufficiency: Assess whether the current operating cash ($150,516) and available related-party loan capacity ($3.135 million remaining after April 30, 2026) are sufficient to fund operations until a new deal is found or liquidation occurs.
- Trust Account Yield: Monitor interest rates on U.S. Treasury obligations, as the Company's net income is currently driven almost entirely by interest earned on the Trust Account.
- Related Party Loans: Review the terms of the WCL Promissory Notes, specifically the conversion rights into units at $10.00 per unit if a business combination occurs.
- Deferred Fees: Confirm the status of the $9.775 million deferred underwriting fee, which is payable only upon the completion of a business combination.