The company terminated its Business Combination Agreement with StoreDot Ltd. in February 2026 and is actively seeking alternative Business Combination opportunities.

• On February 17, 2026, Andretti Acquisition Corp. II and related parties mutually agreed to terminate the StoreDot Business Combination Agreement and all related agreements, releasing all parties from liabilities related to the transaction [S1].
• The company is currently seeking alternative ways to consummate an initial Business Combination with the support of its Sponsor and management team [S1].

The company’s management team has demonstrated SPAC experience and a broad network to source attractive Business Combination targets. Its acquisition criteria emphasize companies with durable competitive advantages, strong management, and growth potential, which could position the post-combination entity for long-term success. The company’s substantial trust account funds provide financial flexibility to structure transactions using cash, equity, or debt. The ability to offer shareholders redemption rights and the Nasdaq listing provide structural benefits for the Business Combination process.

The company has not yet completed a Business Combination and has no operating revenues, limiting visibility into future performance. The prior Business Combination agreement with StoreDot Ltd. was terminated, indicating challenges in closing transactions. The current liquidity ratios suggest limited working capital relative to liabilities, and the company faces competition from other SPACs and investors in sourcing attractive targets. The success of the company depends heavily on the management team’s ability to identify, negotiate, and close a suitable Business Combination within the prescribed timeframe, with risks of liquidation if unsuccessful.

As a SPAC, Andretti Acquisition Corp. II does not currently operate a business and thus does not possess a traditional economic moat. Its potential competitive advantage lies in the experience and network of its management team, which has prior SPAC success and access to proprietary deal flow. The company’s ability to identify and complete a Business Combination with a target possessing lasting competitive advantages, strong market position, and growth potential is central to creating shareholder value. However, until a Business Combination is consummated, the company’s value proposition depends primarily on its management team’s capabilities and the terms of the eventual transaction.

• Business Combination Completion Risk: Failure to complete an initial Business Combination by September 9, 2026, or an earlier approved liquidation date, will result in liquidation and distribution of trust account funds to shareholders, potentially at a lower amount due to creditor claims [S1].
• Competition for Targets: The company faces competition from other SPACs, private equity firms, and strategic buyers, which may limit access to attractive Business Combination opportunities [S12].
• Limited Operating History: As a blank check company, it has no operating revenues or business operations, making its future success dependent on completing a Business Combination [S1].
• Management Execution Risk: The company’s success depends on the management team’s ability to identify, evaluate, and negotiate a suitable Business Combination, and the target’s management post-combination [S1].
• Liquidity and Financial Risk: Current liquidity ratios indicate limited current assets relative to liabilities, which may constrain operational flexibility prior to a Business Combination [S1,S2].
• Regulatory and Listing Risks: Failure to meet Nasdaq listing requirements or regulatory approvals could impact the company’s ability to complete a Business Combination or maintain its listing [S1].

• Andretti Acquisition Corp. II is a blank check company incorporated on May 21, 2024, in the Cayman Islands formed to effect a Business Combination with one or more businesses or entities [S1].
• The company completed its Initial Public Offering (IPO) on September 9, 2024, issuing 23,000,000 Public Units at $10.00 each, raising gross proceeds of $230 million, plus a private placement of 760,000 units raising $7.6 million, with total proceeds of $231.15 million placed in a trust account [S1].
• Each Public Unit consists of one Public Share and one-half of one Public Warrant, with each whole warrant exercisable for one Class A Ordinary Share at $11.50 per share [S1].
• The company has not generated any operating revenues to date and does not expect to generate revenues until consummation of its initial Business Combination [S1].
• The management team includes Executive Chairman William J. (Bill) Sandbrook and CEO William M. (Matt) Brown, supported by advisors Mario Andretti and Michael M. Andretti [S1].
• The company’s business strategy focuses on acquiring a compelling asset with a skilled management team, leveraging a wide network to source potential targets primarily in well-established companies with competitive advantages and growth potential [S1].
• Acquisition criteria include lasting competitive advantage, market recognition, strong management, attractive financial profile, future growth trajectory, and maximizing public company benefits [S1].
• The company has until September 9, 2026, to complete its initial Business Combination or an earlier liquidation date approved by the board or shareholders [S1].
• If the initial Business Combination is not completed within the combination period, the company will liquidate and distribute funds from the trust account to shareholders, subject to claims of creditors [S1].
• The company’s liquidity snapshot as of December 31, 2025, shows cash and equivalents of $876,169 (as of September 30, 2024), current assets of $162,053, current liabilities of $191,059, a current ratio of 0.85, and a cash ratio of 4.59 [S1,S2].
• Net income reported for the fiscal year ending December 31, 2025, was $8,350,365 [S1].
• Diluted earnings per share was $0.08 for the quarter ended September 30, 2025 [S2].
• The company has entered and subsequently terminated a business combination agreement with StoreDot Ltd., and is seeking alternative ways to consummate an initial Business Combination [S1].
• The company is classified as an emerging growth company and a smaller reporting company, with reduced disclosure obligations [S1].
• The company’s shares and warrants are listed on Nasdaq under symbols POLE, POLEU, and POLEW [S17,S20].
• The company may complete its initial Business Combination using cash from IPO proceeds, private placements, sale of shares, debt, or other securities [S1].
• Shareholders will have redemption rights upon completion of the Business Combination either via shareholder vote or tender offer [S1].
• The company faces competition from other SPACs, private equity groups, and strategic acquirers in sourcing a Business Combination target [S12].
• The company’s management team has prior SPAC experience and a track record of Business Combination success [S1].