Andretti Acquisition Corp II
Price History
Company Overview
Business Model: Andretti Acquisition Corp. II is a blank check company, incorporated on May 21, 2024, as a Cayman Islands exempted company. Its sole purpose is to effect a Business Combination with one or more operating businesses or entities. The company has not generated any operating revenues to date and does not expect to do so until the consummation of its initial Business Combination. Its activities have been limited to organizational efforts, its Initial Public Offering, and the search for a Business Combination target.
Market Position: As a blank check company, Andretti Acquisition Corp. II does not hold a market position in an operating industry. It operates within the special purpose acquisition company (SPAC) market, competing with other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. The company's ability to acquire larger target businesses is constrained by its available financial resources, which may place it at a competitive disadvantage.
Recent Strategic Developments: On December 3, 2025, Andretti Acquisition Corp. II entered into a Business Combination Agreement with StoreDot Ltd., XFC Battery Ltd., Company Merger Sub, and SPAC Merger Sub for the StoreDot Business Combination. However, on February 17, 2026, the parties mutually agreed to terminate the StoreDot Business Combination Agreement and all related agreements. Andretti Acquisition Corp. II is currently seeking, with its Sponsor, alternative ways to consummate an initial Business Combination.
Geographic Footprint: Andretti Acquisition Corp. II is incorporated in the Cayman Islands. Its principal executive offices are located at 100 Kimball Place, Suite 550, Alpharetta, GA 30009. As a blank check company, it does not have an operational geographic footprint.
Financial Performance
Revenue Analysis
| Metric | Current Year (2025) | Prior Year (2024) | Change |
|---|---|---|---|
| Total Revenue | Not applicable | Not applicable | Not applicable |
| Gross Profit | Not applicable | Not applicable | Not applicable |
| Operating Income | $(1,410,877) | $(303,225) | (365.3)% |
| Net Income | $8,350,365 | $3,046,826 | +174.1% |
Profitability Metrics:
- Gross Margin: Not applicable
- Operating Margin: Not applicable
- Net Margin: Not applicable
Investment in Growth:
- R&D Expenditure: Not applicable
- Capital Expenditures: Not applicable
- Strategic Investments: The company's primary investment is in identifying and evaluating prospective acquisition candidates. General and administrative costs for these activities were $1,410,877 for the year ended December 31, 2025, and $303,225 for the period from May 21, 2024 (inception) through December 31, 2024.
Capital Allocation Strategy
Shareholder Returns:
- Share Repurchases: Not applicable
- Dividend Payments: Andretti Acquisition Corp. II has not paid any cash dividends on its Ordinary Shares to date and does not intend to do so prior to the completion of its initial Business Combination.
- Dividend Yield: Not applicable
- Future Capital Return Commitments: None disclosed.
Balance Sheet Position:
- Cash and Equivalents: $244,309,762 (as of December 31, 2025)
- Total Debt: $450,000 (as of December 31, 2025)
- Net Cash Position: $243,859,762 (as of December 31, 2025)
- Credit Rating: Not disclosed
- Debt Maturity Profile: The convertible note - related party of $450,000 is non-interest bearing and due and payable upon the earlier of the consummation of a Business Combination or the date of the company's liquidation.
Cash Flow Generation:
- Operating Cash Flow: $(1,199,985) (for the year ended December 31, 2025)
- Free Cash Flow: Not applicable
- Cash Conversion Metrics: Not applicable
Operational Excellence
Andretti Acquisition Corp. II is a blank check company with no operating business, production, or service model. Therefore, this section is not applicable.
Market Access & Customer Relationships
Andretti Acquisition Corp. II is a blank check company with no operating business or customer base. Therefore, this section is not applicable.
Competitive Intelligence
Market Structure & Dynamics
Industry Characteristics: Andretti Acquisition Corp. II operates in the special purpose acquisition company (SPAC) market, characterized by intense competition from other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Many competitors possess greater financial, technical, and human resources.
Competitive Positioning Matrix:
| Competitive Factor | Company Position | Key Differentiators |
|---|---|---|
| Technology Leadership | Not applicable | Not applicable |
| Market Share | Niche | Not applicable |
| Cost Position | Competitive | Not applicable |
| Customer Relationships | Developing | Not applicable |
Direct Competitors
Primary Competitors: Andretti Acquisition Corp. II faces competition from other SPACs, private equity groups, leveraged buyout funds, public companies, and operating businesses seeking strategic acquisitions. Emerging Competitive Threats: Not specifically detailed beyond general market competition.
Competitive Response Strategy: The company's strategy is to acquire a compelling asset with a skilled management team ready for growth. It plans to leverage its global network of relationships to generate a pipeline of initial Business Combination opportunities. The company seeks businesses with high demand for products/services, limited competition, or a demonstrable advantage through distinct technology, business model, or brand.
Risk Assessment Framework
Strategic & Market Risks
- Market Dynamics: The company's ability to complete an initial Business Combination may be adversely affected by economic uncertainty, volatility in financial markets, inflation, interest rate fluctuations, supply chain disruptions, and geopolitical instability.
- Technology Disruption: Not directly applicable to the company's current blank check operations, but a risk for potential target businesses.
- Customer Concentration: Not applicable to the company's current blank check operations.
Operational & Execution Risks
- Supply Chain Vulnerabilities: Not applicable to the company's current blank check operations.
- Supplier Dependency: Not applicable to the company's current blank check operations.
- Capacity Constraints: Not applicable to the company's current blank check operations.
Financial & Regulatory Risks
- Market & Financial Risks: The company may be unable to obtain additional financing for a Business Combination. There is a risk that the company could be deemed an investment company under the Investment Company Act, which would increase regulatory burdens.
- Credit & Liquidity: There is substantial doubt about the company's ability to continue as a going concern due to its liquidity needs and the deadline for completing a Business Combination. If the company liquidates, Public Shareholders may be held liable for claims of creditors if the Trust Account funds are insufficient.
- Regulatory & Compliance Risks: The company is subject to changing laws and regulations, including those related to SPACs. Compliance with Sarbanes-Oxley Act requirements for a target business may increase time and costs for a Business Combination.
Geopolitical & External Risks
- Geopolitical Exposure: Military or other conflicts and disruptions, as well as changes in international trade policies, tariffs, and trade barriers, could adversely affect the company's operations and ability to complete a Business Combination.
- Trade Relations: Impact of trade tensions and policy changes are a risk.
- Sanctions & Export Controls: Compliance requirements and business limitations due to sanctions and export controls are potential risks.
Innovation & Technology Leadership
Andretti Acquisition Corp. II is a blank check company with no internal R&D or technology development. Therefore, this section is not applicable.
Leadership & Governance
Executive Leadership Team
| Position | Executive | Tenure | Prior Experience |
|---|---|---|---|
| Executive Chairman and Chairman of the Board of Directors | William J. Sandbrook | Since May 2024 | Co-Chief Executive Officer and Chairman of the board of directors of Andretti Acquisition Corp. (2021-2024); President, CEO, and Chairman of U.S. Concrete, Inc. (2011-present); Board member at Imperium Development Partners, LLC (since 2022), Dispute Resolution AI, LLC (since 2023), Knife River Corporation (since 2023), Comfort Systems USA, Inc. (since 2018). |
| Chief Executive Officer, Principal Financial and Accounting Officer | William M. Brown | Since May 2024 | President and CFO of Andretti Acquisition Corp. (2022-2024); CFO of Rocky Mountain Industrials, Inc. (2020-2021); EVP and CFO of Forterra, Inc. (2015-2017); SVP and CFO of U.S. Concrete, Inc. (2012-2015); Treasurer and Executive Assistant to CEO of Drummond Company, Inc. (2007-2012); Investment banking at Citigroup Global Markets Inc. (1999-2005); SEAL Officer in United States Navy (1988-1997). |
| Special Advisor and Director | Michael M. Andretti | Since May 2024 | Co-Chief Executive Officer and Director of Andretti Acquisition Corp. (2021-2024); Chairman and CEO of Andretti Global (until Oct 2024); World-renowned race car driver and team owner. |
Leadership Continuity: The company cannot guarantee that its current officers and directors will remain in their roles after an initial Business Combination. The determination of their future roles will be made at the time of the Business Combination.
Board Composition: The Board of Directors consists of six members and is divided into three classes. The independent directors are Cassandra S. Lee, James W. Keyes, Gerald D. Putnam, and John J. Romanelli. The Board has an Audit Committee (chaired by Cassandra S. Lee, with Gerald D. Putnam and John J. Romanelli as members) and a Compensation Committee (chaired by Gerald D. Putnam, with James W. Keyes as a member). All members of both committees are independent.
Human Capital Strategy
Workforce Composition:
- Total Employees: Two officers (William J. Sandbrook and William M. Brown).
- Geographic Distribution: Not applicable.
- Skill Mix: William M. Brown is dedicated full-time to identifying, evaluating, and negotiating with an acquisition target.
Talent Management: Acquisition & Retention: Not applicable beyond the two officers. Diversity & Development: Not applicable. Culture & Engagement: Not applicable.
Environmental & Social Impact
Andretti Acquisition Corp. II is a blank check company with no operating business and therefore no direct environmental or social impact initiatives. This section is not applicable.
Business Cyclicality & Seasonality
Andretti Acquisition Corp. II is a blank check company with no operating business and therefore no business cyclicality or seasonality. This section is not applicable.
Regulatory Environment & Compliance
Regulatory Framework:
- Industry-Specific Regulations: Andretti Acquisition Corp. II is a Cayman Islands exempted company, an "emerging growth company," and a "smaller reporting company." It is considered a "controlled company" by Nasdaq due to the voting power of Class B Ordinary Shares for director appointments. The company is subject to the Investment Company Act of 1940.
- International Compliance: As a Cayman Islands exempted company, it is exempt from certain provisions of the Companies Act.
- Legal Proceedings: To the knowledge of Management, there is no material litigation currently pending or contemplated against the company or its officers and directors in their capacity as such.
Trade & Export Controls:
- Export Restrictions: Not specifically detailed.
- Sanctions Compliance: Not specifically detailed.
Tax Strategy & Considerations
Tax Profile:
- Effective Tax Rate: The company is considered an exempted Cayman Islands company and is not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Its tax provision was zero for the periods presented.
- Geographic Tax Planning: The company has received a 30-year tax exemption undertaking from the Cayman Islands government, exempting it from taxes on profits, income, gains, or appreciations.
- Tax Reform Impact: Not mentioned.
Insurance & Risk Transfer
Risk Management Framework:
- Insurance Coverage: Not explicitly detailed.
- Risk Transfer Mechanisms: The Sponsor, Andretti Sponsor II LLC, has agreed to be liable to Andretti Acquisition Corp. II if third-party claims reduce the funds in the Trust Account below a specified threshold ($10.05 per Public Share or actual amount, less taxes payable). However, the company has not verified if the Sponsor has sufficient funds to satisfy these obligations, and the Sponsor's only assets are believed to be securities of Andretti Acquisition Corp. II.