Andretti Acquisition Corp. II
Andretti Acquisition Corp. II is a special purpose acquisition company, or blank check company, formed to complete a business combination with one or more operating businesses. It does not currently sell products or services and has not generated operating revenue; its activity to date has consisted of organizing the company, completing its IPO and private placement, and searching for a target. Until a transaction is completed, the company’s economics are driven mainly by interest income on funds held in trust and by public-company and due diligence expenses. If it cannot close a business combination by the end of its combination period, it faces mandatory liquidation and dissolution.
Fiscal year 2025 · change from previous year
Development 2024–2025
Business
Share of revenueCapital raised through the IPO and private placement that funds the search for a target and future transaction costs.
Structuring, negotiating, and closing an initial business combination with one or more operating businesses.
Non-operating income earned on marketable securities held in the trust account before a merger closes.
Customers
Andretti Acquisition Corp. II does not have traditional customers because it is not an operating business. Its economic counterparties are public shareholders, the sponsor, underwriters, and potential merger targets that may become the operating company after a business combination. The company’s capital providers supply funds in exchange for the possibility of a future transaction and redemption rights, while target-company owners are the parties it seeks to acquire. In practice, the company is buying time, deal access, and transaction optionality rather than selling a product or service.
Investors who bought units in the IPO and provide the trust capital used to pursue a business combination, while retaining redemption rights if they do not want the deal.
Andretti Sponsor II LLC, officers, and directors may provide loans, administrative support, and transaction sponsorship to keep the SPAC operating until a deal closes.
Private operating businesses and their owners are the intended counterparties for the initial business combination, which is the company’s sole strategic objective.
Investment banks, legal counsel, auditors, and due diligence providers support the IPO structure and the search/closing process.
Strategy
The company’s strategy is to identify and complete an initial business combination before the end of its combination period. It plans to fund the transaction with IPO proceeds, private placement proceeds, and potentially additional securities or debt issued as part of the merger. Management may also seek an extension of the combination period, but doing so would require shareholder approval and could trigger redemptions that reduce trust capital. The company’s strategic position depends on finding a suitable target quickly enough to avoid liquidation and on structuring a deal that can survive shareholder redemptions and Nasdaq listing requirements.
The company has no operating business until it closes a merger, so target sourcing is the core value-creation task.
Redemptions, transaction costs, and working-capital needs can reduce the cash available to complete a deal.
Failure to complete a business combination by the deadline would trigger mandatory liquidation and dissolution.
Geography
The company is organized in the Cayman Islands, but it is reported as a U.S.-focused blank check company and is based in the United States for reporting purposes. Its business is not tied to manufacturing or physical distribution geography; instead, geography matters mainly through the location of potential acquisition targets and the regulatory regimes governing a future merger. The company’s current exposure is therefore broad and opportunistic rather than tied to a single operating region. Management also notes that tariffs and trade policy changes could affect the attractiveness of certain targets or industries, especially those with cross-border supply chains or export exposure.
Risks
The most important risk is that the company may not complete a business combination before the end of its combination period, which would force liquidation and eliminate shareholder value. Liquidity is also constrained because the company may need additional capital from the sponsor or other parties, and there is no assurance that such financing will be available on acceptable terms. Shareholder redemptions can reduce trust assets and make a transaction harder to finance, especially if the company seeks an extension. More broadly, SPACs face regulatory, market, and deal-execution risk, and management specifically notes that tariffs or trade policy changes could narrow the pool of acceptable targets or harm the post-combination company.
The company has a finite combination period and no operating business to fall back on.
Exposure: Shareholder value and corporate existence
Working capital needs may exceed available cash, and sponsor support is discretionary.
Exposure: Near-term operations and deal pursuit
Public shareholders may redeem shares in connection with an extension vote or the merger.
Exposure: Transaction funding and dilution
Failure to meet the exchange’s SPAC deadline could lead to trading suspension and delisting.
Exposure: Listing status and market liquidity
Management disclosed that trade policy can make certain targets costly or impractical and can hurt the post-combination company.
Exposure: Target screening and post-merger performance
Accounting
Judgemental itemsRedeemable shares are classified outside shareholders' deficit and measured at redemption value, which is central to SPAC balance sheet presentation.
Impact: Can materially change reported equity and book value per share
Interest on marketable securities in the trust account is the main income line before a merger closes.
Impact: Creates earnings volatility tied to interest rates rather than operations
A significant fee is payable only upon completion of the initial business combination.
Impact: Affects transaction economics and future cash available to the combined company
Liquidity uncertainty and the deadline to complete a merger require management judgment about continuation.
Impact: Signals potential liquidation risk and affects financial statement interpretation
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Last updated: 24/09/2026