What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 83 added, 74 removed, 353 unchanged (31% of the section changed)

8 unchanged sentences

TOTAL ASSETS $ 248,883,413 $ 244,423,346

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

Current liabilities

2 unchanged sentences

Convertible note - related party 1,240,000 450,000

Deferred underwriting fee payable 9,775,000 9,775,000

Deferred underwriting fees payable 9,775,000 9,775,000

TOTAL LIABILITIES 11,021,675 10,416,059

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.71 and $ 10.62 per share at March 31, 2026 and December 31, 2025, respectively 246,409,067 244,261,293

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.81 and $ 10.62 per share at June 30, 2026 and December 31, 2025, respectively 248,590,139 244,261,293

SHAREHOLDERS’ DEFICIT

Preferred shares, $ 0.0001 par value;

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized;

0 shares issued and outstanding at March 31, 2026 and December 31, 2025 — —

0 shares issued and outstanding at June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

760,000 shares issued and outstanding at March 31, 2026 and December 31, 2025 (excluding 23,000,000 shares subject to possible redemption) 76 76

760,000 shares issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 23,000,000 shares subject to possible redemption) 76 76

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,750,000 shares issued and outstanding at March 31, 2026 and December 31, 2025 575 575

5,750,000 shares issued and outstanding at June 30, 2026 and December 31, 2025 575 575

Additional paid-in capital — —

1 unchanged sentence

TOTAL SHAREHOLDERS’ DEFICIT ( 10,728,401 ) ( 10,254,006 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 246,692,471 $ 244,423,346

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $ 248,883,413 $ 244,423,346

The accompanying notes are an integral part of

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

General and administrative costs $ 167,765 $ 180,616 $ 474,395 $ 372,815

11 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

5 unchanged sentences

Balance – March 31, 2026 (unaudited) 760,000 76 5,750,000 575 — ( 10,561,287 ) ( 10,560,636 )

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Accretion for Class A ordinary shares subject to possible redemption — — — — — ( 2,181,072 ) ( 2,181,072 )

Net income — — — — — 2,013,307 2,013,307

Balance – June 30, 2026 (unaudited) 760,000 $ 76 5,750,000 $ 575 $ — $ ( 10,729,052 ) $ ( 10,728,401 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

5 unchanged sentences

Balance – March 31, 2025 (unaudited) 760,000 76 5,750,000 575 — ( 9,035,979 ) ( 9,035,328 )

Accretion for Class A ordinary shares subject to possible redemption — — — — ― ( 2,470,419 ) ( 2,470,419 )

Net income — — — — — 2,289,803 2,289,803

Balance – June 30, 2025 (unaudited) 760,000 $ 76 5,750,000 $ 575 $ — $ ( 9,216,595 ) $ ( 9,215,944 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

17 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

As of March 31, 2026, the Company had not commenced any operations.

All activities for the period from May 21, 2024 (inception) through March 31, 2026 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activities for the period from May 21, 2024 (inception) through June 30, 2026 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

4 unchanged sentences

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale (the “Private Placement”) of an aggregate of 760,000 private placement units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, to the Company’s sponsor, Andretti Sponsor II LLC (the “Sponsor”), and BTIG, LLC (“BTIG”), the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $ 7,600,000 , which is described in Note 4.

Transaction costs related to the Initial Public Offering amounted to $ 15,014,904 , consisting of $ 4,600,000 of cash underwriting fees, $ 9,775,000 of deferred underwriting fee (see additional discussion in Note 6), and $ 639,904 of other offering costs.

Transaction costs related to the Initial Public Offering amounted to $ 15,014,904 , consisting of $ 4,600,000 of cash underwriting fees, $ 9,775,000 of deferred underwriting fees (see additional discussion in Note 6), and $ 639,904 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

1 unchanged sentence

The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.

As of March 31, 2026, the amount in the Trust Account was $ 10.71 per Public Share.

As of June 30, 2026, the amount in the Trust Account was $ 10.81 per Public Share.

The ordinary shares subject to possible redemption were recorded at redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had operating cash of $ 150,516 and a working capital surplus of $ 274,364 .

As of June 30, 2026, the Company had operating cash of $ 225,380 and a working capital surplus of $ 286,599 .

The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of March 31, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of this filing, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

14 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 24, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Use of Estimates

6 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 150,516 and $ 48,469 in cash, respectively, and no cash equivalents as of March 31, 2026 and December 31, 2025.

The Company had $ 225,380 and $ 48,469 in cash, respectively, and no cash equivalents as of June 30, 2026 and December 31, 2025.

Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 246,409,067 and $ 244,261,293 , respectively, were held in marketable securities invested in U.S.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 248,590,139 and $ 244,261,293 , respectively, were held in marketable securities invested in U.S.

Treasury funds.

8 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

3 unchanged sentences

The Company accounted for the public warrants (the “Public Warrants”) underlying the Units issued in connection with the Initial Public Offering and the Private Placement Warrants (defined below) underlying the Private Placement Units sold in the Private Placement consummated simultaneously with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

There were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants as of March 31, 2026 and December 31, 2025.

There were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants as of June 30, 2026 and December 31, 2025.

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, and the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, and the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Class A ordinary shares subject to possible redemption, December 31, 2025 $ 244,261,293

1 unchanged sentence

Class A ordinary shares subject to possible redemption, March 31, 2026 $ 246,409,067

Accretion of carrying value to redemption value 2,181,072

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 248,590,139

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The potentially dilutive impact of outstanding warrants are not included in the calculation of dilutive income per ordinary share as the exercise of the warrants is contingent upon the occurrence of future events.

However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The calculation of diluted income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering and (ii) exercise of the over-allotment option as the exercise of the rights is contingent upon the occurrence of future events.

Income and losses are shared pro rata between the Class A redeemable ordinary share and Class A and B non-redeemable ordinary shares.

Net income per Class A redeemable ordinary share and Class A and B non-redeemable ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period.

ANDRETTI ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The following table reflects the calculation of basic and diluted net income per ordinary share:

For the Three Months Ended

March 31, 2026 For the Three Months Ended

March 31, 2025

June 30, For the Six Months Ended

2026 2025 2026 2025

redeemable Class A and B

1 unchanged sentence

redeemable Class A and B

non-redeemable Class A

redeemable Class A and B

non-redeemable Class A

redeemable Class A and B

non-redeemable

10 unchanged sentences

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of March 31, 2026 and December 31, 2025, there were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants.

Warrants — As of June 30, 2026 and December 31, 2025, there were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

7 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of the Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement.

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

PRIVATE PLACEMENT

16 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Promissory Notes — Related Party

2 unchanged sentences

The Company incurred and repaid the total of $ 312,130 outstanding balance under the IPO Promissory Note at the closing of the Initial Public Offering on September 9, 2024.

As of March 31, 2026 and December 31, 2025, borrowings under the IPO Promissory Note were no longer available.

On October 14, 2025, the Company issued three separate unsecured promissory notes (the “WCL Promissory Notes”) to each of William J.

As of June 30, 2026 and December 31, 2025, borrowings under the IPO Promissory Note were no longer available.

On October 14, 2025, the Company issued three separate unsecured promissory notes (the “Original Notes”) to each of William J.

Sandbrook, Michael Andretti and William M.

Brown (collectively, the “WCL Payees”), in total principal amounts of $ 720,000 , $ 300,000 and $ 480,000 , respectively.

On April 27, 2026, the Company amended and restated the Original Notes (the “WCL Promissory Notes”) to each of William J.

Sandbrook, Michael Andretti and William M.

Brown, to increase the total principal amounts to $ 2,100,000 , $ 875,000 and $ 1,400,000 , respectively.

The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date (as defined below), will be used by the Company for working capital purposes.

1 unchanged sentence

In the event that the Company does not consummate a Business Combination, the WCL Promissory Notes will be repaid only from amounts remaining outside of the Trust Account, if any.

If, prior to the Business Combination, the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain conditions, up to the total principal amounts of the WCL Promissory Notes may be converted into units of the Company (the “WCL Conversion Unit”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, of the Company at a conversion price of $ 10.00 per WCL Conversion Unit, on the date of the Business Combination.

If, prior to the Business Combination, the principal balances of the WCL Promissory Notes have not been paid in full, then, at the WCL Payees’ option and subject to certain conditions, up to an aggregate of $ 1,500,000 of the total principal amounts of the WCL Promissory Notes may be converted into units of the Company (the “WCL Conversion Unit”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, of the Company at a conversion price of $ 10.00 per WCL Conversion Unit, on the date of the Business Combination.

The WCL Conversion Units shall be identical to the Private Placement Units.

1 unchanged sentence

A failure to pay the principal outstanding amount of the WCL Promissory Notes within one business day of the WCL Maturity Date shall be deemed an event of default, in which case the WCL Payees may declare the WCL Promissory Notes due and payable immediately.

The issuance of the WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

As of March 31, 2026, the Company had borrowed $ 1,060,000 from the WCL Promissory Notes which consisted of $ 508,800 from William J.

The issuance of the Original Notes and WCL Promissory Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

As of June 30, 2026, the Company had borrowed $ 1,240,000 from the WCL Promissory Notes which consisted of $ 652,800 from William J.

Sandbrook, $ 248,000 from Michael Andretti and $ 339,200 from William M.

Brown against the WCL Promissory Notes and had $ 3,135,000 available for withdrawal.

As of December 31, 2025, the Company has borrowed $ 450,000 from the Notes which consisted of $ 216,000 from William J.

As of December 31, 2025, the Company had borrowed $ 450,000 from the Original Notes which consisted of $ 216,000 from William J.

Sandbrook, $ 90,000 from Michael Andretti and $ 144,000 from William M.

Brown against the Notes and has $ 1,050,000 available for withdrawal.

Brown against the Original Notes and had $ 1,050,000 available for withdrawal.

Administrative Services Agreement

1 unchanged sentence

Additionally, the Company agreed to pay the Chief Executive Officer $ 12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation of the initial Business Combination or the liquidation.

For the three months ended March 31, 2026 and 2025, the Company incurred and paid $ 45,000 in fees for these services, which are included in general and administrative costs on the condensed statements of operations.

For the three and six months ended June 30, 2026 and 2025, the Company incurred and paid $ 45,000 and $ 90,000 in fees for these services, respectively, which are included in general and administrative costs on the condensed statements of operations.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Registration Rights

The holders of founder shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of Working Capital Loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the founder shares and any Class A ordinary shares held by the Sponsor at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement signed on September 5, 2024.

The holders of founder shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (“Working Capital Loans”) (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the founder shares and any Class A ordinary shares held by the Sponsor at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement signed on September 5, 2024.

These holders are entitled to make up to three demands and have piggyback registration rights.

4 unchanged sentences

The underwriters were entitled to a cash underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering, or $ 4,600,000 in the aggregate, paid on September 9, 2024, at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting discount of 4.25 % of the gross proceeds of the Initial Public Offering, or $ 9,775,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the Underwriting Agreement (as defined below).

On December 17, 2025, the Company and BTIG entered into an amendment (the “UA Amendment”) to the underwriting agreement, dated as of September 5, 2024, between the Company and BTIG as representative of the several underwriters (the “Underwriting Agreement”), to amend the deferred underwriting fee.

Additionally, the underwriters are entitled to deferred underwriting fees of 4.25 % of the gross proceeds of the Initial Public Offering, or $ 9,775,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the Underwriting Agreement (as defined below).

The UA Amendment is effective and conditioned upon the closing of the StoreDot Business Combination.

As a result of the StoreDot Termination Agreement, the UA Amendment is of no further force and effect.

As the amended deferred underwriting fee is conditioned on the closing of the StoreDot Business Combination that is not considered probable as of March 31, 2026, the deferred underwriting fee is reflected as $ 9,775,000 and has not been impacted by the UA Amendment.

As the amended deferred underwriting fees are conditioned on the closing of the StoreDot Business Combination that is not considered probable as of June 30, 2026, the deferred underwriting fees are reflected as $ 9,775,000 and have not been impacted by the UA Amendment.

Capital Markets Advisory Agreement

12 unchanged sentences

On December 16, 2025, the Company amended the October 6, 2025 Capital Markets Advisory Agreement, and as a result, the fees as amended are contingent on the closing of the StoreDot Business Combination.

Accordingly, as it is not considered probable as of March 31, 2026, no expense has been recorded.

On February 17, 2026, the StoreDot Business Combination was terminated, as a result, no fees are due, or have been recorded under the Capital Market Advisory Agreement.

ANDRETTI ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were 760,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 760,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

1 unchanged sentence

The founder shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full.

As of March 31, 2026 and December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 5,750,000 Class B ordinary shares issued and outstanding.

The Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following tables present information about the Company’s equity instruments that are measured at fair value on March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

The following tables present information about the Company’s equity instruments that are measured at fair value at June 30, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level June 30,

Marketable securities held in Trust Account 1 $ 248,590,139

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

6 unchanged sentences

Cash $ 225,380 $ 48,469

Three Months Ended

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

General and administrative costs $ 167,765 $ 180,616 $ 474,395 $ 372,815

4 unchanged sentences

General and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 27, 2026, the Company amended the WCL Promissory Notes to each of William J.

Sandbrook, Michael Andretti and William M.

Brown, to increase the total principal amounts to $ 2,100,000 , $ 875,000 and $ 1,400,000 , respectively.

On April 30, 2026, the Company drew $ 180,000 from the WCL Promissory Notes, which consisted of $ 144,000 from William J.

Sandbrook and $ 36,000 from Michael Andretti.

After April 30, 2026, a drawdown of $ 3,135,000 remains available for withdrawal.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On July 30, 2026, the Company filed a definitive proxy statement in connection with an upcoming extraordinary general meeting in lieu of an annual general meeting of its shareholders to, among other things, seek an extension of the Combination Period from September 9, 2026 to September 9, 2027.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements