IPO and Fundraising - The company completed its Initial Public Offering (IPO) on September 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[21]. - An additional $7.6 million was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total proceeds to $231.15 million placed in a Trust Account[22][23]. - The company raised approximately $235 million in its initial public offering in January 2022[197]. - An additional $7.6 million was raised through the sale of 760,000 Private Placement Units at the same price, with the Sponsor purchasing 450,000 units and BTIG purchasing 310,000 units[152]. - Following the IPO and Private Placement, $231.15 million was placed in a Trust Account, which can only be invested in U.S. government securities or money market funds[153]. Business Combination - The company must complete its initial Business Combination by September 9, 2026, or face liquidation and distribution of Trust Account funds[24][46]. - The Management Team is actively seeking alternative ways to consummate an initial Business Combination following the termination of the StoreDot Business Combination Agreement[30][32]. - The company aims to acquire businesses with a strong competitive advantage, seasoned management teams, and attractive financial profiles, focusing on sectors with high growth potential[39][45]. - The acquisition process includes a thorough due diligence review, which may involve meetings with management, document reviews, and inspections of facilities[41]. - The company is currently in the process of identifying and negotiating with an acquisition target for its initial Business Combination[107]. - The company may seek to extend the Combination Period with shareholder approval, allowing for potential redemptions that could affect the Trust Account balance[25][46]. - The company may not be able to complete its initial Business Combination if it cannot secure additional financing or if potential targets do not meet financial statement requirements[117]. - The company may face challenges in completing its initial Business Combination due to limited resources and significant competition, which could result in Public Shareholders receiving only their pro rata portion of the Trust Account funds[120]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[124]. Shareholder Rights and Redemption - Public Shareholders will have the opportunity to redeem their shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[44]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[76]. - If seeking shareholder approval, the company requires approximately 39.2% of the 23,000,000 Public Shares to be voted in favor of the initial Business Combination for approval[80]. - A Public Shareholder is restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent accumulation of large blocks of shares[88]. - Redemption requests must be submitted two business days prior to the scheduled vote on the initial Business Combination[85]. - Public Shareholders must deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with a deadline of up to two business days before the scheduled vote on the initial Business Combination[90]. - The company will not complete the initial Business Combination if the cash required for redemptions exceeds the available cash, and all submitted Public Shares will be returned to the holders[75]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[93]. - The redemption price per share upon liquidation is expected to be approximately $10.58 as of December 31, 2025, but may be subject to claims from creditors[98]. Financial Performance and Concerns - As of December 31, 2025, the funds available for a Business Combination amount to $244,261,293, providing flexibility for the target business in terms of liquidity and capital for growth[58]. - The company had net income of $8,350,365, primarily from interest earned on marketable securities held in the Trust Account amounting to $9,761,252, offset by general and administrative costs of $1,410,877[158]. - The company generated a net income of $3,046,826 for the period from May 21, 2024, through December 31, 2024, with interest income of $3,350,051 and general and administrative costs of $303,225[159]. - The company has a liquidity concern, lacking sufficient funds to sustain operations for at least one year, raising doubts about its ability to continue as a going concern[169]. - There is substantial doubt about the company's ability to continue as a going concern due to the potential need for additional financing to complete the Business Combination[131]. - The company has a working capital deficit of $29,006, compared to a surplus of $855,099 as of December 31, 2024[161]. Management and Governance - The Management Team has significant experience and a proven track record in identifying and negotiating Business Combination opportunities[34]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including reduced disclosure obligations[112]. - The company is considered a "controlled company" under Nasdaq standards, which may allow it to opt out of certain corporate governance requirements[116]. - The board of directors includes members with extensive experience in various sectors, including retail, technology, and financial services[211][212]. - The management team has the skills to identify and evaluate business combinations, although past performance does not guarantee future success[217]. - The company has a network of contacts and operational experience, but members are not required to devote significant time to the business[217]. - Mario Andretti, a legendary figure in motorsports, serves as a special advisor, assisting in sourcing and negotiating business combination targets[216]. Risks and Challenges - The company may face challenges in maintaining or obtaining the quotation, listing, or trading of its securities on a national exchange if the public float is reduced[70]. - The lack of business diversification may pose risks as the company's success could depend entirely on the performance of a single business post-Business Combination[59]. - The company may face risks related to fluctuations in inflation and interest rates, which could impact its ability to consummate an initial Business Combination[119]. - Competition for target businesses includes other SPACs, private equity groups, and public companies, which may have greater resources and experience[106]. - The company may encounter increased competition for attractive targets as the number of SPACs evaluating targets rises[118]. - The company may face conflicts of interest due to relationships between target businesses and its Sponsor, officers, or directors, which could impact decision-making[122]. - The company may not be able to maintain control of a target business after the initial Business Combination, affecting its operational success[124]. Internal Controls and Reporting - The company maintained effective internal control over financial reporting as of December 31, 2025[189]. - There were no changes to internal control over financial reporting during the quarterly period ended December 31, 2025, that materially affected it[192]. - The company’s disclosure controls and procedures were evaluated and deemed effective as of December 31, 2025[186]. - The company does not anticipate that its disclosure controls will prevent all errors and instances of fraud[187]. - Management does not expect any recently issued accounting standards to have a material effect on the financial statements[182]. - The company has not disclosed any critical accounting estimates as of December 31, 2025[181].
Andretti Acquisition Corp. II(POLE) - 2025 Q4 - Annual Report