Core Viewpoint - StoreDot Ltd. and Andretti Acquisition Corp. II have announced a definitive business combination agreement to form a new holding company named "XFC Battery," which will focus on commercializing StoreDot's Extreme Fast Charging (XFC) battery technology for electric vehicles (EVs) [1][2]. Company Overview - StoreDot is a leader in XFC battery technology, capable of delivering 100 miles of charge in just 5 minutes, with plans to reduce this to 3 minutes [1]. - The company has established significant commercial traction and is engaged in development programs with leading global OEMs, indicating readiness for mass production [1][4]. Transaction Details - The business combination values StoreDot at an implied pre-money equity value of $800 million, with existing shareholders rolling over 100% of their equity into the new company [3][5]. - Andretti Acquisition Corp. II currently holds approximately $242 million in cash in trust, which is subject to redemption [3]. Market Opportunity - The combined entity aims to address the primary barrier to EV adoption: long charging times, thereby targeting the rapidly expanding EV battery market [4]. - StoreDot's scalable, asset-light business model is designed to be compatible with existing Lithium-ion production lines, facilitating mass-market adoption [4]. Leadership and Management - The combined company will be led by Dr. Doron Myersdorf as Chief Executive Officer, supported by StoreDot's experienced management team [4]. Closing Timeline - The transaction is expected to close in the second quarter of 2026, pending stockholder approval and satisfaction of customary closing conditions [6][7].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42268 Andretti Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1792547 | | --- | --- ...

PART I - FINANCIAL INFORMATION This section presents the unaudited interim financial statements and management's discussion and analysis for Andretti Acquisition Corp. II [Item 1. Interim Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements) This section presents the unaudited condensed financial statements for Andretti Acquisition Corp. II, including the balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, IPO, private placement, related party transactions, commitments, shareholders' equity, fair value measurements, and segment reporting [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and shareholders' deficit as of specific dates | ASSETS / LIABILITIES AND SHAREHOLDERS' DEFICIT | June 30, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------------------- | :------------------------ | :------------------ | | **ASSETS** | | | | Cash | **$459,437** | **$798,454** | | Prepaid expenses | **$160,997** | **$132,201** | | Total current assets | **$620,434** | **$930,655** | | Long-term prepaid insurance | **$20,222** | **$76,772** | | Marketable securities held in Trust Account | **$239,426,072** | **$234,500,051** | | **TOTAL ASSETS** | **$240,066,728** | **$235,507,478** | | **LIABILITIES AND SHAREHOLDERS' DEFICIT** | | | | Accrued expenses | **$81,600** | **$75,556** | | Total current liabilities | **$81,600** | **$75,556** | | Deferred underwriting fee payable | **$9,775,000** | **$9,775,000** | | **TOTAL LIABILITIES** | **$9,856,600** | **$9,850,556** | | Class A ordinary shares subject to possible redemption | **$239,426,072** | **$234,500,051** | | Accumulated deficit | **$(9,216,595)** | **$(8,843,780)** | | **TOTAL SHAREHOLDERS' DEFICIT** | **$(9,215,944)** | **$(8,843,129)** | | **TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT**| **$240,066,728** | **$235,507,478** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) This section details the company's financial performance, including net income or loss, interest income, and operating expenses for specified periods | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from May 21, 2024 (inception) through June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :----------------------------- | :--------------------------------------------------------- | | General and administrative costs | **$180,616** | **$372,815** | **$43,692** | | Loss from operations | **$(180,616)** | **$(372,815)** | **$(43,692)** | | Interest earned on marketable securities held in Trust Account | **$2,470,419** | **$4,926,021** | — | | **NET INCOME (LOSS)** | **$2,289,803** | **$4,553,206** | **$(43,692)** | | Basic and diluted net income per share, Class A redeemable ordinary shares | **$0.08** | **$0.15** | — | | Basic and diluted net income (loss) per share, Class A and Class B non-redeemable ordinary shares | **$0.08** | **$0.15** | **$(0.01)** | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This section outlines changes in the company's shareholders' deficit, including accumulated deficit and total deficit over various periods | Metric | Balance – December 31, 2024 | Accretion (Q1 2025) | Net Income (Q1 2025) | Balance – March 31, 2025 | Accretion (Q2 2025) | Net Income (Q2 2025) | Balance – June 30, 2025 | | :---------------------------------------------- | :-------------------------- | :------------------ | :------------------- | :----------------------- | :------------------ | :------------------- | :---------------------- | | Accumulated Deficit | **$(8,843,780)** | **$(2,455,602)** | **$2,263,403** | **$(9,035,979)** | **$(2,470,419)** | **$2,289,803** | **$(9,216,595)** | | Total Shareholders' Deficit | **$(8,843,129)** | **$(2,455,602)** | **$2,263,403** | **$(9,035,328)** | **$(2,470,419)** | **$2,289,803** | **$(9,215,944)** | | Metric | Balance — May 21, 2024 (inception) | Issuance of Class B ordinary shares to Sponsor | Net loss | Balance – June 30, 2024 | | :---------------------------------------------- | :--------------------------------- | :--------------------------------------------- | :------- | :---------------------- | | Class B Ordinary Shares Amount | **$—** | **$575** | **$—** | **$575** | | Additional Paid-in Capital | **$—** | **$24,425** | **$—** | **$24,425** | | Accumulated Deficit | **$—** | **$—** | **$(43,692)** | **$(43,692)** | | Total Shareholders' Deficit | **$—** | **$25,000** | **$(43,692)** | **$(18,692)** | [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating activities and the overall change in cash for the reported periods | Cash Flows from Operating Activities | Six Months Ended June 30, 2025 | Period from May 21, 2024 (inception) through June 30, 2024 | | :----------------------------------- | :----------------------------- | :--------------------------------------------------------- | | Net income (loss) | **$4,553,206** | **$(43,692)** | | Interest earned on marketable securities held in Trust Account | **$(4,926,021)** | — | | Prepaid expenses | **$(28,796)** | **$1,963** | | Prepaid insurance | **$56,550** | — | | Accrued expenses | **$6,044** | **$5,000** | | Net cash used in operating activities| **$(339,017)** | — | | Net Change in Cash | **$(339,017)** | — | | Cash – Beginning of period | **$798,454** | — | | Cash – End of period | **$459,437** | **$—** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) Andretti Acquisition Corp. II is a blank check company formed on May 21, 2024, for the purpose of a Business Combination. It completed its Initial Public Offering (IPO) on September 9, 2024, raising **$230 million**, and a private placement of **$7.6 million**. The company has not commenced operations and generates non-operating income from interest on its Trust Account, which holds **$231.15 million** from the IPO and private placement. The company faces a going concern risk due to its limited operating history and dependence on completing a Business Combination within the Combination Period - The Company is a **blank check company** incorporated on May 21, 2024, for the purpose of effecting a **Business Combination**, and as of June 30, 2025, had not selected a specific target[21](index=21&type=chunk) - The **Initial Public Offering** (**IPO**) was consummated on September 9, 2024, selling **23,000,000** units at **$10.00** per unit, generating **gross proceeds** of **$230,000,000**[23](index=23&type=chunk) - Simultaneously with the **IPO**, **760,000** **private placement units** were sold at **$10.00** per unit, generating **gross proceeds** of **$7,600,000**[24](index=24&type=chunk) - **Transaction costs** related to the **IPO** amounted to **$15,014,904**, including **$4,600,000** in **cash underwriting fees** and **$9,775,000** in **deferred underwriting fees**[25](index=25&type=chunk) - A total of **$231,150,000** (**$10.05** per Unit) from the **IPO** and **private placement** proceeds was placed in a **Trust Account**, to be invested in U.S. government treasury obligations or money market funds[27](index=27&type=chunk) - As of June 30, 2025, the amount in the **Trust Account** was **$10.41** per **Public Share**[30](index=30&type=chunk) - The Company's **liquidity condition** raises substantial doubt about its ability to continue as a **going concern**, with management planning to address this through a **Business Combination**[38](index=38&type=chunk) [NOTE 2. SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies, including the basis of presentation in accordance with GAAP for interim financial information, the company's status as an emerging growth company, and its election to use the extended transition period for new accounting standards. It also details policies for cash and cash equivalents, marketable securities in the Trust Account, offering costs, concentration of credit risk, fair value of financial instruments, income taxes, warrant instruments, and the classification and accounting for Class A ordinary shares subject to possible redemption - The Company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for complying with new or revised **financial accounting standards**[41](index=41&type=chunk)[42](index=42&type=chunk) | Asset Category | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Cash | **$459,437** | **$798,454** | | Marketable securities held in Trust Account | **$239,426,072** | **$234,500,051** | - **Offering costs** allocated to **Public Shares** were charged to **temporary equity**, while those allocated to **Public Warrants** and **Private Placement Units** were charged to **shareholders' deficit**[48](index=48&type=chunk) - The Company accounts for **warrant instruments** under equity treatment, with **11,880,000** **warrants outstanding** as of June 30, 2025, and December 31, 2024[54](index=54&type=chunk) - **Class A ordinary shares** subject to possible redemption are classified as **temporary equity** and presented at **redemption value**, with changes in **redemption value** recognized immediately[55](index=55&type=chunk) | Class A Ordinary Shares Subject to Possible Redemption | Amount | | :----------------------------------------------------- | :----- | | Gross proceeds | **$230,000,000** | | Less: Proceeds allocated to Public Warrants | **$(1,656,000)** | | Less: Issuance costs allocated to Public Shares | **$(14,886,476)** | | Plus: Accretion of carrying value to redemption value (through Dec 31, 2024) | **$21,042,527** | | Class A ordinary shares subject to possible redemption, December 31, 2024 | **$234,500,051** | | Plus: Accretion of carrying value to redemption value (Q1 2025) | **$2,455,602** | | Class A ordinary shares subject to possible redemption, March 31, 2025 | **$236,955,653** | | Plus: Accretion of carrying value to redemption value (Q2 2025) | **$2,470,419** | | Class A ordinary shares subject to possible redemption, June 30, 2025 | **$239,426,072** | - **Basic and diluted net income (loss) per ordinary share** are the same for the periods presented because **warrants** are contingent upon a future event not considered probable[57](index=57&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=17&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details the Initial Public Offering (IPO) completed on September 9, 2024, where **23,000,000** units were sold at **$10.00** each, including the full exercise of the over-allotment option. Each unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant. The note specifies the exercise price (**$11.50**), exercisability conditions (**30 days** post-Business Combination), and expiration (**five years** post-Business Combination). It also outlines the Company's obligations regarding registration of shares underlying warrants and conditions for cashless exercise or redemption of warrants - On September 9, 2024, the Company sold **23,000,000** **Units** in its **IPO** at **$10.00** per Unit, including the full exercise of the over-allotment option[60](index=60&type=chunk) - Each Unit consists of one **Class A ordinary share** and one-half of one **redeemable Public Warrant**, with each whole **warrant** exercisable for one **Class A ordinary share** at **$11.50**[60](index=60&type=chunk) - **Warrants** become exercisable **30 days** after the completion of the initial **Business Combination** and expire **five years** thereafter, or earlier upon redemption or liquidation[61](index=61&type=chunk) - The Company may **redeem outstanding warrants** if the **Class A ordinary share** **closing price** equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**, commencing at least **30 days** after the **Business Combination**[67](index=67&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=21&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private placement of **760,000** Private Placement Units at **$10.00** each to the Sponsor and BTIG, occurring simultaneously with the IPO. Each unit includes one Class A ordinary share and one-half of one Private Placement Warrant. These warrants are similar to Public Warrants but have transfer restrictions, registration rights, and a specific expiration for BTIG's holdings. The Sponsor, officers, and directors have agreed to waive certain redemption and liquidation rights related to their shares - **760,000** **Private Placement Units** were purchased by the **Sponsor** and BTIG at **$10.00** per unit, generating **$7,600,000**[71](index=71&type=chunk) - **Private Placement Warrants** are identical to **Public Warrants** but have **transfer restrictions**, **registration rights**, and a **five-year** exercise limit for BTIG's holdings[72](index=72&type=chunk) - The **Sponsor**, **officers**, and **directors** have waived **redemption rights** for their **founder shares**, **private placement shares**, and **Public Shares** in connection with a **Business Combination** or certain amendments[72](index=72&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=21&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details transactions with related parties, including the issuance of **5,750,000** Class B ordinary shares (founder shares) to the Sponsor for **$25,000**. It also covers a promissory note from the Sponsor for IPO expenses, which was repaid, and an administrative services agreement where the Company pays the Sponsor **$2,500** per month and the CEO **$12,500** per month for services. Additionally, it mentions potential Working Capital Loans from related parties to finance Business Combination costs - On May 24, 2024, the **Sponsor** received **5,750,000** **Class B ordinary shares** (**founder shares**) for a **capital contribution** of **$25,000**[73](index=73&type=chunk) - The **Sponsor** loaned the Company up to **$400,000** for **IPO** expenses, which was non-interest bearing and repaid in full (**$312,130**) at the **IPO** closing on September 9, 2024[76](index=76&type=chunk) - The Company pays the **Sponsor** **$2,500** per month for office space and **administrative support**, and the CEO **$12,500** per month for services, totaling **$45,000** for three months and **$90,000** for six months ended June 30, 2025[77](index=77&type=chunk)[78](index=78&type=chunk) - The **Sponsor** or affiliates may provide **Working Capital Loans** up to **$1,500,000** to finance **Business Combination transaction costs**, convertible into **private placement units**[79](index=79&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=24&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses various commitments and contingencies, including risks and uncertainties from economic and geopolitical factors that could impact the Company's operations and ability to complete a Business Combination. It also details registration rights granted to holders of founder shares and private placement units, the underwriters' over-allotment option (fully exercised), and the deferred underwriting discount of **$9,775,000** payable upon Business Combination completion. A Capital Markets Advisory Agreement with a contingent fee of **$4,250,000** (plus potential additional **$750,000**) is also disclosed, with no expense recorded as the Business Combination is not yet probable - The Company's operations and ability to complete a **Business Combination** may be adversely affected by **economic uncertainty**, **market volatility**, and **geopolitical instability**[82](index=82&type=chunk) - Holders of **founder shares**, **Private Placement Units**, and certain other securities are entitled to **registration rights**[83](index=83&type=chunk) - The underwriters fully exercised their over-allotment option for **3,000,000** **Units** on September 9, 2024[84](index=84&type=chunk) - A **deferred underwriting discount** of **$9,775,000** is payable upon the completion of the initial **Business Combination**[85](index=85&type=chunk) - The Company entered into a **Capital Markets Advisory Agreement** with a **contingent cash fee** of **$4,250,000** (plus potential **$750,000**) payable upon closing of a **Business Combination**, with no expense recorded as of June 30, 2025, due to the contingency[86](index=86&type=chunk) [NOTE 7. SHAREHOLDERS' DEFICIT](index=24&type=section&id=NOTE%207.%20SHAREHOLDERS'%20DEFICIT) This note details the Company's authorized and outstanding share capital. It specifies **5,000,000** authorized preference shares (none issued), **500,000,000** authorized Class A ordinary shares (**760,000** outstanding, excluding **23,000,000** subject to redemption), and **50,000,000** authorized Class B ordinary shares (**5,750,000** issued to the Sponsor). It also outlines the automatic conversion of Class B shares to Class A shares upon Business Combination, subject to adjustment, and describes the voting rights for both share classes, including special voting rights for Class B holders on director appointments and jurisdiction changes prior to a Business Combination - The Company is authorized to issue **5,000,000** **preference shares** (none issued) and **500,000,000** **Class A ordinary shares** (**760,000** outstanding, excluding **23,000,000** subject to redemption)[87](index=87&type=chunk)[88](index=88&type=chunk) - **5,750,000** **Class B ordinary shares** were issued to the **Sponsor** for **$25,000**, and these shares are automatically convertible into **Class A ordinary shares** upon consummation of the initial **Business Combination**[89](index=89&type=chunk)[92](index=92&type=chunk) - Prior to the initial **Business Combination**, only **Class B ordinary shareholders** have the right to vote on the appointment and removal of **directors** and on continuing the Company in a jurisdiction outside the Cayman Islands[93](index=93&type=chunk) [NOTE 8. FAIR VALUE MEASUREMENTS](index=26&type=section&id=NOTE%208.%20FAIR%20VALUE%20MEASUREMENTS) This note explains the fair value hierarchy (Level 1, 2, 3) used for financial instruments. It reports marketable securities held in the Trust Account as Level 1 assets. Public Warrants, classified within shareholders' deficit, were valued at **$1,656,000** using a Monte Carlo Simulation Model with Level 3 inputs, including share price, term, risk-free rate, and volatility - The Company uses a **fair value hierarchy** (**Level 1**, **2**, **3**) to classify assets and liabilities based on observable and unobservable inputs[94](index=94&type=chunk) | Assets | Level | June 30, 2025 | December 31, 2024 | | :----- | :---- | :------------ | :---------------- | | Marketable securities held in Trust Account | **1** | **$239,426,072** | **$234,500,051** | | Equity | Level | September 9, 2024 | | :----- | :---- | :---------------- | | Fair value of Public Warrants for allocated proceeds | **3** | **$1,656,000** | - The **fair value** of **Public Warrants** was determined using a **Monte Carlo Simulation Model** with **Level 3** inputs, including a **share price** of **$9.928**, a **term** of **2.80 years**, a **risk-free rate** of **3.56%**, and **volatility** of **4.60%** as of September 9, 2024[97](index=97&type=chunk) [NOTE 9. SEGMENT REPORTING](index=28&type=section&id=NOTE%209.%20SEGMENT%20REPORTING) The Company operates as a single reportable segment, as its Chief Executive Officer (CODM) reviews the Company's assets, operating results, and financial metrics as a whole for resource allocation and performance assessment. Key metrics reviewed include net income or loss, total assets, interest earned on the Trust Account, and general and administrative expenses - The Company has determined that there is only one **reportable segment**, with the **Chief Executive Officer** acting as the **Chief Operating Decision Maker (CODM)**[100](index=100&type=chunk) - The **CODM** assesses performance and allocates resources based on **net income or loss** and **total assets**, including **interest earned on the Trust Account** and **general and administrative costs**[101](index=101&type=chunk)[102](index=102&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) The Company reviewed subsequent events up to the financial statement issuance date and identified no events requiring adjustment or disclosure - No **subsequent events** requiring adjustment or disclosure were identified by the Company's management[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results, highlighting its status as a blank check company focused on a Business Combination. It discusses the financial performance, factors that may adversely affect operations, liquidity, capital resources, and going concern considerations, as well as contractual obligations and critical accounting policies [Overview](index=30&type=section&id=Overview) This section provides a high-level summary of the company's formation, purpose as a blank check company, and future acquisition plans - Andretti Acquisition Corp. II is a **blank check company** formed on May 21, 2024, to effect a **Business Combination**, utilizing **IPO** proceeds, **private placement funds**, and other financing methods[107](index=107&type=chunk) - The Company expects to incur significant costs in pursuit of acquisition plans and may need to extend the Combination Period, which requires shareholder approval and could affect **Nasdaq listing**[108](index=108&type=chunk)[109](index=109&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, focusing on non-operating income and administrative costs - The Company has not generated **operating revenues** to date, with activities focused on organizational tasks, **IPO** preparation, and identifying a **Business Combination** target[110](index=110&type=chunk) - **Non-operating income** is generated from **interest** on **marketable securities** held in the **Trust Account**[110](index=110&type=chunk) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Period from May 21, 2024 (inception) through June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :----------------------------- | :--------------------------------------------------------- | | Net Income (Loss) | **$2,289,803** | **$4,553,206** | **$(43,692)** | | Interest earned on marketable securities held in Trust Account | **$2,470,419** | **$4,926,021** | — | | General and administrative costs | **$180,616** | **$372,815** | **$43,692** | [Factors That May Adversly Affect our Results of Operations](index=31&type=section&id=Factors%20That%20May%20Adversly%20Affect%20our%20Results%20of%20Operations) This section identifies external factors that may adversely affect the company's financial results and Business Combination completion - Various external factors, including **economic uncertainty**, **financial market volatility**, **inflation**, **interest rate fluctuations**, and **geopolitical instability**, could adversely affect the Company's results and ability to complete a **Business Combination**[113](index=113&type=chunk) [Liquidity, Capital Resources and Going Concern](index=31&type=section&id=Liquidity,%20Capital%20Resources%20and%20Going%20Concern) This section examines the company's cash, trust account funds, capital resources, and going concern assessment - The Company's **liquidity** prior to the **IPO** was from **Sponsor's** purchase of **Class B shares** and loans, with a **$312,130** **promissory note repaid** at **IPO** closing[114](index=114&type=chunk)[115](index=115&type=chunk) - Following the **IPO** and **private placement**, **$231,150,000** was placed in the **Trust Account**, which held **$239,426,072** (including **$8,276,072** **interest income**) as of June 30, 2025[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - As of June 30, 2025, the Company had **$459,437** in **cash outside the Trust Account**, used for identifying and evaluating target businesses and due diligence[119](index=119&type=chunk) - The Company's **liquidity condition** raises substantial doubt about its ability to continue as a **going concern**, with management relying on completing a **Business Combination** to address this uncertainty[122](index=122&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) This section details the company's financial commitments, including administrative service fees and deferred underwriting obligations - The Company has no **long-term debt**, **capital lease**, or **operating lease obligations**[123](index=123&type=chunk) - The Company pays **$2,500** per month to an affiliate of its **Sponsor** for **administrative services** and **$12,500** per month to its CEO for services[124](index=124&type=chunk)[125](index=125&type=chunk) - A **deferred underwriting discount** of **$9,775,000** is payable upon the completion of the initial **Business Combination**[127](index=127&type=chunk) [Critical Accounting Estimates and Policies](index=32&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) This section outlines key accounting policies and estimates for redeemable ordinary shares and earnings per share - The Company classifies **ordinary shares subject to possible redemption** as **temporary equity**, measured at **redemption value**, with changes recognized immediately[129](index=129&type=chunk)[130](index=130&type=chunk) - **Net income per ordinary share** is calculated by dividing **net income** by **weighted average ordinary shares outstanding**, with **diluted EPS** being the same as **basic EPS** due to **warrants** being contingent on a non-probable future event[131](index=131&type=chunk) - Management believes no recently issued, but not yet effective, **accounting standards** would materially affect the financial statements[132](index=132&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Andretti Acquisition Corp. II is not required to provide quantitative and qualitative disclosures about market risk - The Company is a **smaller reporting company** and is not required to provide **quantitative and qualitative disclosures about market risk**[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, based on an evaluation by management and the Certifying Officer. It also states that there have been no changes in internal control over financial reporting - The Company's **disclosure controls and procedures** were evaluated and deemed **effective** as of June 30, 2025[135](index=135&type=chunk) - There were **no changes** in **internal control over financial reporting** during the quarter ended June 30, 2025[136](index=136&type=chunk) PART II - OTHER INFORMATION This section provides additional non-financial information, including legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) Andretti Acquisition Corp. II's management team is not aware of any material litigation currently pending or contemplated against the Company or its officers and directors - There is no **material litigation** currently pending or contemplated against the Company or its **officers** and **directors**[138](index=138&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Andretti Acquisition Corp. II is not required to include risk factors in this Quarterly Report, instead referring to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, for relevant risk disclosures - As a **smaller reporting company**, the Company is not required to include **risk factors** in this **Quarterly Report**, referring to previous filings for such information[139](index=139&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there were no unregistered sales of equity securities during the reporting period and refers to Part I, Item 2 of this Form 10-Q for a description of the use of proceeds from the Initial Public Offering - There were no **unregistered sales of equity securities** during the quarterly period ended June 30, 2025[140](index=140&type=chunk) - Information regarding the **use of proceeds** from the **Initial Public Offering** is provided in Part I, Item 2 of this Form 10-Q[141](index=141&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Andretti Acquisition Corp. II reports no defaults upon senior securities - The Company had no **defaults upon senior securities**[142](index=142&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Andretti Acquisition Corp. II - **Mine Safety Disclosures** are not applicable to the Company[143](index=143&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) This section confirms that none of the Company's directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - No **directors** or **officers** adopted or terminated any **Rule 10b5-1** or **non-Rule 10b5-1 trading arrangements** during the quarter ended June 30, 2025[144](index=144&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file | No. | Description of Exhibit | | :-- | :--------------------- | | **31.1*** | **Certification** of the **Principal Executive Officer** pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | **31.2*** | **Certification** of the **Principal Financial Officer** pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | **32.1**\*\* | **Certification** of the **Principal Executive** and **Principal Financial Officer** pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | **101.INS*** | Inline **XBRL Instance Document** | | **101.SCH*** | Inline **XBRL Taxonomy Extension Schema Document** | | **101.CAL*** | Inline **XBRL Taxonomy Extension Calculation Linkbase Document** | | **101.DEF*** | Inline **XBRL Taxonomy Extension Definition Linkbase Document** | | **101.LAB*** | Inline **XBRL Taxonomy Extension Labels Linkbase Document** | | **101.PRE*** | Inline **XBRL Taxonomy Extension Presentation Linkbase Document** | | **104** | **Cover Page Interactive Data File** (formatted as Inline **XBRL** and contained in Exhibit **101**). | SIGNATURE This section contains the official signature and date of the company's authorized officer for the quarterly report - The Quarterly Report was **signed** on August 7, 2025, by William M. Brown, **Chief Executive Officer**, **Principal Financial and Accounting Officer**[150](index=150&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to Commission file number: 001-42268 Andretti Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1792547 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter en ...

IPO and Fundraising - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Public Units at $10.00 each[24]. - An additional $7,600,000 was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total funds to $231,150,000 in the Trust Account[25][26]. - The company has placed $231,150,000 in its Trust Account from the proceeds of its Initial Public Offering and Private Placement[126]. - Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account, which includes approximately $3,350,051 of interest income[159][160]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Public Units at $10.00 per unit[159]. - The underwriters of the Initial Public Offering exercised an Over-Allotment Option, purchasing an additional 3,000,000 Option Units at $10.00 per unit[167]. - The cash underwriting discount for the Initial Public Offering was 2.00% of gross proceeds, totaling $4,600,000, with a deferred underwriting discount of 4.25%, amounting to $9,775,000[168]. Business Combination Plans - The company must complete its initial Business Combination by September 9, 2026, or face termination and distribution of Trust Account funds to shareholders[27][49]. - The Nasdaq Rules require the company to complete one or more business combinations with an aggregate fair market value of at least 80% of the Trust Account assets[50]. - The management team is focused on acquiring companies with strong competitive positions and potential for long-term growth, leveraging their extensive network[32][33]. - The company aims to identify businesses with proven or attractive future financial performance and a clear path to profitability[39]. - The acquisition process includes due diligence, which involves meetings with management, document reviews, and financial assessments[44]. - The company plans to provide shareholders the opportunity to redeem their Public Shares upon completion of the initial Business Combination[47]. - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of the Public Shares at a price based on the Trust Account balance[49]. - The company has $234,500,051 available for a Business Combination as of December 31, 2024, before redemptions and taxes[59]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[51]. - The company anticipates that its initial Business Combination may involve issuing a substantial number of new Ordinary Shares, potentially resulting in existing shareholders owning less than a majority of the company post-transaction[51]. - The company may pursue Business Combination opportunities with affiliated entities, provided an independent valuation opinion is obtained to ensure fairness[52]. - The company has not secured third-party financing for its Business Combination, which may affect its ability to complete the transaction[59]. - The company may face conflicts of interest due to its management team owning Founder Shares and Private Placement Units, which could incentivize them to complete a transaction even if it is not in the best interest of public shareholders[53]. - The company may not have the resources to diversify its operations after the initial Business Combination, which could increase risk[60]. - The company may seek shareholder approval for its initial Business Combination, but it can also conduct redemptions without a vote under certain conditions[64]. - The company may engage finders to identify potential Business Combination targets, with fees typically tied to the completion of a transaction[58]. - The company may enter into private transactions with public shareholders to incentivize them to vote in favor of the Business Combination[67]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash, resulting in all Public Shares submitted for redemption being returned[74]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[75]. - A quorum for shareholder meetings requires at least one third of the issued and outstanding Ordinary Shares to be represented[78]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[86]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[84]. - If the initial Business Combination is structured as a statutory merger, a Special Resolution will be required for approval[78]. - The company may raise funds through equity-linked securities or loans to meet cash requirements for the initial Business Combination[85]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[82]. - The company will disclose material items related to any purchases of securities by its Sponsor, directors, and officers prior to the general meeting[72]. - The nominal cost for certifying Public Shares or delivering them through the DWAC System is approximately $100, which may be passed on to redeeming holders by brokers[89]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any pro rata share from the Trust Account[91]. - The estimated Redemption Price upon dissolution is approximately $10.15 as of December 31, 2024, but actual amounts may be less due to creditor claims[98]. - The company has approximately $798,454 available from proceeds outside the Trust Account to cover costs associated with liquidation, estimated to be no more than $100,000[97]. - The Sponsor has agreed to indemnify the Trust Account against claims that could reduce the amount below $10.05 per Public Share[100]. - The company may seek shareholder approval to extend the Combination Period if it cannot consummate its Initial Business Combination by September 9, 2026, which could reduce the amount held in the Trust Account[122]. - If the company does not complete its Initial Business Combination by September 5, 2027, its securities may be suspended from trading on Nasdaq and delisted[123]. - The company anticipates that the share price of the post-Business Combination entity may be less than the Redemption Price of its Public Shares[126]. - The company may face increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[120]. - The company is subject to risks related to its status as a blank check company with no revenue or established business operations[118]. - The company may not be able to complete its Initial Business Combination if it encounters regulatory review or approval issues[120]. - The company may instruct the trustee to liquidate investments in the Trust Account to mitigate the risk of being deemed an investment company, potentially reducing the amount available for Public Shareholders[121]. Financial Performance and Position - The company reported a net income of $3,046,826 for the period from May 21, 2024, through December 31, 2024, primarily from interest earned on marketable securities[155]. - The company incurred $15,014,904 in Initial Public Offering related costs, including $4,600,000 of cash underwriting fees and $9,775,000 of deferred underwriting fees[159]. - As of December 31, 2024, the company had cash of $798,454 available for identifying and evaluating target businesses[161]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[160]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[142]. - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks and identifying a target company[154]. - The company may face adverse effects on its results of operations due to various economic uncertainties, including fluctuations in interest rates and geopolitical instability[156]. - The company may receive up to $1,500,000 in Working Capital Loans, convertible into units at $10.00 per unit if a Business Combination is completed[162]. - The company has no long-term debt or capital lease obligations, indicating a strong balance sheet position[164]. - Ordinary Shares subject to possible redemption are classified as temporary equity, with their carrying value adjusted to redemption value at the end of each reporting period[170][171]. - The company does not expect to raise additional funds for operating expenditures but may need financing for Business Combination completion or share redemptions[163]. - The company has not identified any critical accounting estimates that could materially differ from actual results[169]. - The weighted average Ordinary Shares outstanding is used to calculate net income per Ordinary Share, with diluted income per share being the same as basic due to anti-dilutive Warrants[172]. - Management concluded that disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024[179]. Management and Governance - The management team has significant experience in SPAC transactions and aims to create value for shareholders through strategic acquisitions[31][32]. - The company has two officers dedicated to identifying and negotiating with acquisition targets for the initial Business Combination[107]. - Shareholders will receive audited financial statements of the prospective target business as part of the proxy solicitation materials[109]. - The company may not be able to acquire a proposed target business if it cannot provide financial statements in accordance with federal proxy rules[109]. - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[115]. - The Board of Directors consists of six members, divided into three classes, with each class serving a three-year term[208]. - James W. Keyes and John J. Romanelli are in the first class of directors, with their terms expiring at the first annual general meeting[209]. - Michael M. Andretti, Cassandra S. Lee, and Gerald D. Putnam are in the second class of directors, with their terms expiring at the second annual general meeting[209]. - Mario Andretti, a special advisor, has a career record of 111 race wins and is a four-time Indy car season champion[202]. - The company has no material legal proceedings involving any director or executive officer[207]. - The management team is positioned to assist businesses acquired, although past performance does not guarantee future success[205]. - The company is not required to hold an annual general meeting until one year after its first fiscal year end following its listing on Nasdaq[208]. - The company has established an Audit Committee comprised of three independent members: Cassandra S. Lee, Gerald D. Putnam, and John J. Romanelli[213]. - Cassandra S. Lee is recognized as an "audit committee financial expert" as defined by applicable SEC rules[214]. - The Compensation Committee consists of two independent members: James W. Keyes and Gerald D. Putnam, with Gerald D. Putnam serving as chair[215]. - The Compensation Committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[216]. - The company has adopted a Code of Business Conduct and Ethics applicable to directors, officers, and employees[223]. - The Audit Committee is tasked with reviewing annual and quarterly financial statements with management and the independent registered public accounting firm[216]. - The Compensation Committee evaluates the CEO's performance and determines remuneration based on established corporate goals[217]. - The company does not have a standing nominating committee but allows independent directors to recommend nominees[220]. - Shareholders can propose director candidates for nomination at the annual general meeting[221]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[222].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $581,366, primarily from interest earned on marketable securities held in the Trust Account[92]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit[94]. - As of September 30, 2024, the company had marketable securities held in the Trust Account totaling $231,814,125, including approximately $664,125 of interest income[95]. - The company incurred $15,014,904 in Initial Public Offering related costs, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[94]. - The company has incurred general and administrative costs of $82,759 for the three months ended September 30, 2024[92]. Cash and Financing - The company had cash of $876,169 as of September 30, 2024, intended for identifying and evaluating target businesses[96]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of Public Shares[98]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[99][101]. Business Strategy - The company plans to use substantially all funds in the Trust Account to complete its Business Combination[95]. Risk Factors - The company has no material changes to risk factors since its final prospectus for the Initial Public Offering[110].