10-Q: Andretti Acquisition Corp. II Q1 2026 Update

Andretti Acquisition Corp. II reports Q1 2026 results, with net income of $1.84 million, primarily from interest income, while continuing its search for a business combination.

Summary

• Andretti Acquisition Corp. II (the Company) filed its Form 10-Q for the quarter ended March 31, 2026.
• The Company has not commenced operations and is focused on identifying and completing a business combination.
• Net income for the quarter was $1,841,144, primarily generated from interest earned on marketable securities held in the Trust Account ($2,147,774).
• General and administrative costs for the quarter were $306,630.
• As of March 31, 2026, the Company had $150,516 in cash and $246,409,067 in marketable securities held in the Trust Account.
• The Company's ability to continue as a going concern is subject to substantial doubt due to its liquidity needs and the mandatory liquidation timeline.
• The proposed business combination with StoreDot Ltd. was terminated on February 17, 2026.
• The deadline to complete a business combination is September 9, 2026, after which the Company will liquidate if a combination is not achieved.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the termination of the StoreDot business combination and the ongoing going concern risks, despite the stable income from trust account investments.

Positives

• Generated net income of $1,841,144 for the quarter, primarily from interest income on trust account investments.
• Maintained a significant balance in the Trust Account ($246,409,067) to support a future business combination.
• Secured additional working capital through amendments to the WCL Promissory Notes, increasing the available drawdown amount.

Negatives

• The proposed business combination with StoreDot Ltd. was terminated, requiring the company to seek a new target.
• The Company faces substantial doubt regarding its ability to continue as a going concern due to liquidity constraints and the impending liquidation deadline.
• General and administrative costs increased to $306,630 from $192,199 in the prior year period.
• The Company has not yet commenced operations and has no operating revenues.

Risks

• The Company has a limited timeframe (until September 9, 2026) to complete a business combination, after which it will be subject to mandatory liquidation.
• There is substantial doubt about the Company's ability to continue as a going concern.
• The termination of the StoreDot Business Combination Agreement creates uncertainty regarding the identification and successful completion of a new business combination.
• The Company may need to raise additional capital through loans or investments, but there is no assurance that such financing will be available on commercially acceptable terms.
• The proceeds in the Trust Account are subject to claims by the Company's creditors, which could have priority over public shareholders.
• The Company's ability to maintain its listing on The Nasdaq Stock Market LLC could be affected by redemptions of public shares and failure to meet Nasdaq's 36-month requirement.

Future Outlook

The Company's primary objective is to complete a business combination. Its ability to continue operations is dependent on consummating a business combination before the Combination Period ends on September 9, 2026, or securing additional financing. The termination of the StoreDot business combination agreement necessitates the search for a new target.

Management Comments

• The Company has selected December 31 as its fiscal year end.
• The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
• Management plans to address the going concern uncertainty through a Business Combination.
• The Company has evaluated subsequent events and transactions up to May 7, 2026, the date the unaudited condensed financial statements were issued.

Industry Context

StockSavvy.ai notes that Andretti Acquisition Corp. II, as a Special Purpose Acquisition Company (SPAC), operates in a market characterized by a race against time to find a suitable merger target before its liquidation deadline. The termination of its previously announced business combination with StoreDot Ltd. highlights the inherent risks and challenges in the SPAC market, where deal certainty can be elusive.

Comparison to Industry Standards

• As a SPAC, direct comparison to traditional operating companies is not applicable. Its financial performance is primarily driven by interest income on its trust account assets.
• The net income per share for both redeemable and non-redeemable shares ($0.06 for Q1 2026) is typical for SPACs in this stage, reflecting investment income rather than operational profitability.
• The Company's general and administrative costs of $306,630 for the quarter are within the expected range for SPACs managing operational expenses while searching for a target.

Legal Proceedings

• To the knowledge of management, there is no material litigation currently pending or contemplated against the Company, its officers, or directors.

Related Party Transactions

• The Sponsor, Andretti Sponsor II LLC, purchased 450,000 Private Placement Units.
• The Sponsor holds 5,750,000 Class B ordinary shares (founder shares).
• The Sponsor, Michael Andretti, and William J. Sandbrook are parties to the WCL Promissory Notes, which provide working capital loans.
• The Company pays the Sponsor $2,500 per month for administrative services under an Administrative Services Agreement.
• The Company pays its Chief Executive Officer $12,500 per month for services.

Stakeholder Impact

• Public shareholders face the risk of liquidation if a business combination is not completed by the deadline, potentially resulting in the loss of their investment.
• The Sponsor and officers/directors have waived certain redemption rights, aligning their interests with the completion of a business combination.
• Creditors of the Company may have claims on assets in the Trust Account that could take priority over public shareholders.
• The termination of the StoreDot deal creates uncertainty for all stakeholders regarding the future of the Company.

Next Steps

• Continue to identify and evaluate potential target businesses for a business combination.
• Structure, negotiate, and complete a business combination before the Combination Period deadline of September 9, 2026.
• If a business combination is not consummated by the deadline, the Company will initiate liquidation procedures.
• Potentially seek additional financing if required for working capital or transaction costs.

Key Dates

Recommendation

The company is a SPAC with a clear deadline for a business combination. While it has a strong cash position in its trust account, the termination of a prior deal and the ongoing search for a new target introduce significant uncertainty. The 'hold' recommendation reflects the speculative nature of SPACs at this stage, where the outcome is heavily dependent on the successful completion of a future business combination.

Keywords

Andretti Acquisition Corp. II, SPAC, 10-Q, Quarterly Report, Business Combination, Trust Account, Liquidity, Going Concern, SEC Filing, Financial Statements