10-K: Andretti Acquisition II Terminates StoreDot Deal, Faces Going Concern Doubt

Andretti Acquisition Corp. II announced the termination of its business combination agreement with StoreDot and faces substantial doubt about its ability to continue as a going concern without securing a new acquisition.

Summary

• Andretti Acquisition Corp. II (POLEU) is a blank check company formed to effect a business combination, having completed its Initial Public Offering (IPO) on September 9, 2024, raising $230 million from Public Units and $7.6 million from Private Placement Units.
• A total of $231,150,000 was initially placed in a Trust Account, which has grown to $244,261,293 as of December 31, 2025, primarily due to interest income.
• The company entered into a Business Combination Agreement (BCA) with StoreDot Ltd. on December 3, 2025, but this agreement was mutually terminated on February 17, 2026, along with all related ancillary documents.
• The company is now actively seeking alternative ways to consummate an initial Business Combination by its deadline of September 9, 2026.
• For the year ended December 31, 2025, the company reported a net income of $8,350,365, largely from interest earned on marketable securities held in the Trust Account.
• Management has identified substantial doubt about the company's ability to continue as a going concern due to its current liquidity needs and the approaching deadline for completing a Business Combination.
• The redemption price for Public Shares was approximately $10.58 per share as of December 31, 2025.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as highly negative. The termination of a definitive business combination agreement, coupled with an explicit 'going concern' warning and a rapidly approaching liquidation deadline, indicates severe operational and financial uncertainty. While interest income is positive, it is overshadowed by these existential threats.

Positives

• Generated net income of $8,350,365 for the year ended December 31, 2025, primarily from interest earned on the Trust Account.
• The Trust Account balance has grown to $244,261,293 as of December 31, 2025, from the initial $231,150,000.
• The management team possesses significant experience in leading public and private companies, capital markets, mergers and acquisitions, and has a track record with previous SPACs.
• The company has access to $440,000 in remaining Working Capital Loans from its officers and directors as of March 13, 2026.

Negatives

• The Business Combination Agreement with StoreDot Ltd. was mutually terminated on February 17, 2026, requiring the company to find a new target for acquisition.
• Management has determined there is substantial doubt about the company's ability to continue as a going concern due to liquidity needs and the impending Business Combination deadline of September 9, 2026.
• The company reported a working capital deficit of $29,006 as of December 31, 2025, a significant decline from a surplus of $855,099 in 2024.
• Cash in the operating account decreased substantially from $798,454 in 2024 to $48,469 in 2025.
• The management team's previous SPAC, Andretti Acquisition Corp., completed a business combination with Zapata Computing, Inc. (Zapata AI), which subsequently delisted from Nasdaq on October 24, 2024, and now trades under OTCID, raising concerns about long-term target viability.

Risks

• Inability to complete an initial Business Combination within the Combination Period (by September 9, 2026), which would lead to liquidation and redemption of Public Shares.
• Potential difficulty in obtaining additional financing to complete an initial Business Combination or to fund the operations and growth of a target business.
• Increased competition for attractive target businesses from other SPACs, private equity groups, and operating businesses, potentially increasing acquisition costs or preventing a deal.
• Resources could be wasted on researching Business Combination targets that are not completed, adversely affecting subsequent attempts.
• Fluctuations in inflation and interest rates, military or other conflicts, and disruptions to capital markets may make it more difficult to consummate an initial Business Combination.
• Changes in laws or regulations, including the U.S. federal 1% excise tax on stock repurchases, may adversely affect the business.
• Cyber incidents or attacks directed at the company or third parties could result in information theft, data corruption, operational disruption, and/or financial loss.
• Risk of being deemed an investment company under the Investment Company Act, which could impose burdensome compliance requirements and restrict activities.
• The Sponsor and Management Team's agreement to vote in favor of a Business Combination, regardless of how Public Shareholders vote, could lead to an outcome not supported by a majority of Public Shareholders.
• The ability of Public Shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential Business Combination targets.
• Redemption of a large number of Ordinary Shares and the payment of the Deferred Fee ($9,775,000) may dilute Public Shareholders' investment and hinder the completion of the most desirable Business Combination.
• Conflicts of interest for officers and directors due to their other business obligations and the potential for substantial profit from Founder Shares even if the target declines in value.
• The value of the Founder Shares following completion of a Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of Public Shares declines.
• Nasdaq may delist the company's securities if it fails to complete a Business Combination or meet other listing requirements.
• Public Shareholders experience immediate and substantial dilution from the purchase of Class A Ordinary Shares due to the low price paid by the Sponsor for Founder Shares.
• Incorporation under Cayman Islands law may limit shareholders' ability to protect their interests through U.S. Federal courts.
• The company's status as an emerging growth company and smaller reporting company may make its securities less attractive to investors.
• Substantial doubt about the company's ability to continue as a going concern.

Future Outlook

The company is actively seeking alternative ways to consummate an initial Business Combination following the termination of the StoreDot BCA. Management plans to complete an initial Business Combination prior to the end of the Combination Period on September 9, 2026. However, there is no assurance that plans to raise capital or consummate a Business Combination will be successful.

Management Comments

• "We are seeking, with our Sponsor, alternative ways to consummate an initial Business Combination."
• "We believe that our Management Team are well positioned among other SPAC vehicles."
• "Our goal is to acquire a compelling asset with a skilled management team that is ready to grow."
• "Management plans to consummate an initial Business Combination prior to the end of the Combination Period."

Industry Context

StockSavvy.ai notes that the termination of a definitive business combination agreement is a significant setback for any SPAC, especially as the deadline approaches. The SPAC market has become increasingly competitive, with a higher volume of SPACs chasing a limited pool of attractive private targets. The failure of the previous SPAC (Andretti Acquisition Corp.) to deliver a long-term viable public company (Zapata AI delisted from Nasdaq) could further challenge investor confidence in the management team's ability to identify and execute a successful de-SPAC transaction.

Comparison to Industry Standards

• The termination of the StoreDot BCA without a replacement immediately puts Andretti Acquisition Corp. II in a precarious position, similar to other SPACs that fail to identify or close a deal within their mandated timeframe. Many SPACs in 2022-2023 faced similar challenges, with a significant number liquidating or extending their deadlines.
• The delisting of Zapata AI, the target of the management team's previous SPAC, contrasts sharply with successful de-SPACs that have maintained strong public market performance, such as Lucid Group (merged with Churchill Capital Corp IV) or DraftKings (merged with Diamond Eagle Acquisition Corp.), although these examples are from a different market environment. This highlights the inherent risks and challenges in the SPAC model, particularly in a less favorable market.

Management Changes

Corporate Governance

Legal Proceedings

• No material litigation currently pending or contemplated against the company, any of its officers or directors in their capacity as such, or against any of its property.

Related Party Transactions

• Andretti Sponsor II LLC (Sponsor) paid $25,000 for 5,750,000 Founder Shares on May 24, 2024.
• Sponsor and BTIG purchased 760,000 Private Placement Units for an aggregate of $7,600,000 on September 9, 2024.
• The company reimburses an affiliate of the Sponsor $2,500 per month for office space, utilities, and administrative support.
• William M. Brown, Chief Executive Officer, receives $12,500 per month for his services.
• The Sponsor loaned the company up to $400,000 under an IPO Promissory Note, which was fully repaid on September 9, 2024.
• William J. Sandbrook, Michael Andretti, and William M. Brown (officers/directors) provided WCL Promissory Notes totaling $1,500,000 for working capital, with $1,060,000 drawn as of March 13, 2026. These notes are non-interest bearing and convertible into private placement units.
• The Sponsor, executive officers, and directors are reimbursed for out-of-pocket expenses incurred on the company's behalf.
• A Registration Rights Agreement grants registration rights to holders of Founder Shares, Private Placement Units, and any WCL Conversion Units.

Stakeholder Impact

• Shareholders face significant uncertainty regarding the completion of a Business Combination and the potential for liquidation if no deal is secured by September 9, 2026. They also face potential dilution from future equity issuances and the low cost basis of Founder Shares.
• Creditors' claims against the Trust Account are generally waived, but there is a risk that such claims could reduce the per-share redemption amount if waivers are unenforceable or if the Sponsor cannot satisfy indemnification obligations.
• The management team and Sponsor have strong incentives to complete a Business Combination due to their investment in Founder Shares and Private Placement Units, which would become worthless upon liquidation, potentially creating conflicts of interest.

Next Steps

• Seek alternative ways to consummate an initial Business Combination.
• Management plans to complete an initial Business Combination prior to September 9, 2026.
• Potentially seek shareholder approval to amend Amended and Restated Articles to extend the Combination Period.
• If no Business Combination is completed by September 9, 2026, the company will liquidate and redeem Public Shares.

Key Dates

Recommendation

The termination of the primary business combination target (StoreDot), coupled with an explicit 'going concern' warning from management and a rapidly approaching liquidation deadline (September 9, 2026), creates an extremely high-risk profile. The previous SPAC led by this management team also saw its target delist from Nasdaq, further eroding confidence in their ability to deliver a successful long-term public company. Given these severe uncertainties and negative indicators, a seasoned investor or institution would likely recommend selling to mitigate further potential losses.

Keywords

SPAC, Blank Check Company, Business Combination, StoreDot, Termination Agreement, Going Concern, IPO, Trust Account, Redemption, Warrants, Andretti Acquisition Corp. II, POLEU, Nasdaq, Financial Reporting, Risk Factors