Andretti Acquisition Corp. II
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 6, 2026
POLE$10.740.0%Stored close · as of Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001213900-26-053329
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001213900-26-086144
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 63 current paragraphs.
47 unchanged; 9 reworded; 7 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
WCL Promissory Notes
Current report
On October 14, 2025, we issued three Original Notes to each of William J. Sandbrook, Michael Andretti and William M. Brown in total principal amounts of $720,000, $300,000 and $480,000, respectively.
Current report
On July 30, 2026, we filed a definitive proxy statement in connection with an upcoming extraordinary general meeting in lieu of an annual general meeting of our shareholders to, among other things, seek an extension of the Combination Period from September 9, 2026 to September 9, 2027.
Current report
For the three months ended June 30, 2026, we had net income of $2,013,307, which consisted of interest earned on marketable securities held in Trust Account of $2,181,072, partially offset by general and administrative costs of $167,765.
Current report
For the three months ended June 30, 2025, we had net income of $2,289,803, which consisted of interest earned on marketable securities held in Trust Account of $2,470,419, partially offset by general and administrative costs of $180,616.
Current report
For the six months ended June 30, 2026, we had net income of $3,854,451, which consisted of interest earned on marketable securities held in Trust Account of $4,328,846, partially offset by general and administrative costs of $474,395.
Current report
For the six months ended June 30, 2025, we had net income of $4,553,206, which consisted of interest earned on marketable securities held in Trust Account of $4,926,021, partially offset by general and administrative costs of $372,815.
Removed paragraphs (2)
Previous report
For the three months ended March 31, 2026, we had net income of $1,841,144, which consisted of interest earned on marketable securities held in Trust Account of $2,147,774, partially offset by general and administrative cost of $306,630.
Previous report
For the three months ended March 31, 2025, we had net income of $2,263,403, which consisted of interest earned on marketable securities held in Trust Account of $2,455,602, partially offset by general and administrative cost of $192,199.
Reworded paragraphs (9)
Previous wording
On April 27, 2026, we amended the WCL Promissory Notes to each of William J. Sandbrook, Michael Andretti and William M. Brown, to increase the total principal amounts to $2,100,000, $875,000 and $1,400,000, respectively.
Current wording
On April 27, 2026, we amended and restated the Original Notes to each of William J. Sandbrook, Michael Andretti and William M. Brown, to increase the total principal amounts to $2,100,000, $875,000 and $1,400,000, respectively.
Previous wording
Following the Initial Public Offering, including the full exercise of the over-allotment option, and the Private Placement, a total of $231,150,000 was initially placed in the Trust Account. We incurred fees of $15,014,904 in the Initial Public Offering, consisting of $4,600,000 of cash underwriting fee, the deferred underwriting fee of $9,775,000 and $639,904 of other offering costs.
Current wording
Following the Initial Public Offering, including the full exercise of the over-allotment option, and the Private Placement, a total of $231,150,000 was initially placed in the Trust Account. We incurred fees of $15,014,904 in the Initial Public Offering, consisting of $4,600,000 of the cash underwriting fees, the deferred underwriting fees of $9,775,000 and $639,904 of other offering costs.
Previous wording
As of March 31, 2026 and December 31, 2025, we had $150,516 and $48,469, respectively of cash in our operating account. As of March 31, 2026 and December 31, 2025, we had a working capital surplus of $274,364 and working capital deficit of $29,006, respectively. As of March 31, 2026 and December 31, 2025, approximately $15,259,067 and $13,111,293 of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
Current wording
As of June 30, 2026 and December 31, 2025, we had $225,380 and $48,469, respectively of cash in our operating account. As of June 30, 2026 and December 31, 2025, we had a working capital surplus of $286,599 and working capital deficit of $29,006, respectively. As of June 30, 2026 and December 31, 2025, approximately $17,440,139 and $13,111,293 of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
Previous wording
As of March 31, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $246,409,067 and $244,261,293, respectively (including approximately $15,259,067 and $13,111,293, respectively, of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the deferred underwriting fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of June 30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $248,590,139 and $244,261,293, respectively (including approximately $17,440,139 and $13,111,293, respectively, of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the deferred underwriting fees), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of March 31, 2026 and December 31, 2025, we had cash held outside of the Trust Account of approximately $150,516 and $48,469, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of June 30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of approximately $225,380 and $48,469, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
On October 14, 2025, we issued the WCL Promissory Notes, three separate unsecured promissory notes to each of the WCL Payees, for an aggregate principal amount of $1,500,000. The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be used by us for working capital purposes. The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Business Combination and (ii) the date of our liquidation. In the event that we do not consummate a Business Combination, the WCL Promissory Notes will be repaid only from amounts remaining outside of the Trust Account, if any. If, prior to the Business Combination, the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain conditions, up to the total principal amounts of the WCL Promissory Notes may be converted into WCL Conversion Units, each consisting of one Class A ordinary share and one-half of one warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the Business Combination. The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their underlying securities. WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain registration rights agreement. A failure to pay the principal outstanding amount of the WCL Promissory Notes within one business day of the WCL Maturity Date shall be deemed an event of default, in which case the WCL Payees may declare the WCL Promissory Notes due and payable immediately. The issuance of the WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of March 31, 2026, we had borrowed $1,060,000 from the WCL Promissory Notes which consisted of $508,800 from William J. Sandbrook, $212,000 from Michael Andretti and $339,200 from William M. Brown against the WCL Promissory Notes and had $440,000 available for withdrawal.
Current wording
On October 14, 2025, we issued the three Original Notes to each of the WCL Payees, for an aggregate principal amount of $1,500,000. On April 27, 2026, the Company amended and restated the Original Notes to each of the WCL Payees to increase the aggregate principal amount from $1,500,000 to $4,375,000. The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be used by us for working capital purposes. The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Business Combination and (ii) the date of our liquidation. In the event that we do not consummate a Business Combination, the WCL Promissory Notes will be repaid only from amounts remaining outside of the Trust Account, if any. If, prior to the Business Combination, the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain conditions, up to an aggregate of $1,500,000 of the total principal amounts of the WCL Promissory Notes may be converted into WCL Conversion Units, each consisting of one Class A ordinary share and one-half of one warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the Business Combination. The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their underlying securities. WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain registration rights agreement. A failure to pay the principal outstanding amount of the WCL Promissory Notes within one business day of the WCL Maturity Date shall be deemed an event of default, in which case the WCL Payees may declare the WCL Promissory Notes due and payable immediately. The issuance of the Original Notes and WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of June 30, 2026, we had borrowed $1,240,000 from the WCL Promissory Notes which consisted of $652,800 from William J. Sandbrook, $248,000 from Michael Andretti and $339,200 from William M. Brown against the WCL Promissory Notes and had $3,135,000 available for withdrawal.
Previous wording
For the three months ended March 31, 2026 and 2025, we incurred and paid $45,000 in such fees to our Chief Executive Officer.
Current wording
For the three and six months ended June 30, 2026 and 2025, we incurred and paid $45,000 and $90,000, respectively, in such fees to our Chief Executive Officer.
Previous wording
The underwriters were paid a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the underwriters were entitled to the deferred underwriting fee of 4.25% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equated to $9,775,000 in the aggregate, following the full exercise of the over-allotment option. The deferred underwriting fee is payable to the underwriters upon the completion of the initial Business Combination, subject to the terms of the Underwriting Agreement.
Current wording
The underwriters were paid a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the underwriters were entitled to the deferred underwriting fees of 4.25% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equated to $9,775,000 in the aggregate, following the full exercise of the over-allotment option. The deferred underwriting fees are payable to the underwriters upon the completion of the initial Business Combination, subject to the terms of the Underwriting Agreement.
Previous wording
On December 17, 2025, we entered into the Underwriting Agreement Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination. As a result of the StoreDot Termination Agreement, the StoreDot BCA and related agreements are of no further force and effect.
Current wording
On December 17, 2025, we entered into the UA Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination. As a result of the StoreDot Termination Agreement, the StoreDot BCA and related agreements are of no further force and effect.