Andretti Acquisition Corp

Overview

• Jurisdiction: Cayman Islands (exempted company)
• Date of formation: May 21, 2024
• Purpose: Formed to effect a Business Combination (initial merger/acquisition) with one or more businesses or entities
• Revenues: No operating revenues generated to date; none expected until after the initial Business Combination
• Headquarters: Office in Alpharetta, Georgia (100 Kimball Place, Suite 550, Alpharetta, GA 30009)

IPO and financing

• IPO effective date: September 5, 2024
• Public offering: 23,000,000 Public Units
  • Each Public Unit: 1 Public Share + 1/2 of 1 Public Warrant
  • Each full Warrant: to purchase 1 Class A Ordinary Share at $11.50
  • Price per Unit: $10.00
  • Gross proceeds from IPO: $230,000,000
• Over-allotment: 3,000,000 additional Public Units issued upon full exercise of the over-allotment option
• Private placement: 760,000 Private Placement Units at $10.00 per unit; gross proceeds $7,600,000
• Trust Account: $231,150,000 gross proceeds from IPO and Private Placement placed in trust (as of closing)
• Use of funds for a Business Combination: Primarily cash from the IPO and Private Placement, plus potential other securities or debt as part of the transaction

Management and governance

• Executive Chairman: William J. (Bill) Sandbrook
• Chief Executive Officer and Principal Financial & Accounting Officer: William M. (Matt) Brown
• Advisor: Mario Andretti
• Special Advisor and Board Member: Michael M. Andretti
• Officers/employees: Two officers; Matt Brown is dedicated full-time to identifying, evaluating, and negotiating with potential targets
• Other dynamics: Management and independent directors have prior involvement with Andretti Acquisition Corp (a related SPAC)

Acquisition process, strategy, and criteria

• Strategy: Acquire an asset with a capable management team and growth potential using the SPAC structure to pursue a Business Combination
• Acquisition criteria (guidelines): lasting competitive advantage and market leadership potential; recognized market presence and strong management; attractive financial profile and cash-flow potential; clear growth trajectory and potential for value creation as a public company; growth through organic initiatives and potential acquisitions
• Evaluation approach: Due diligence on target management, customers, suppliers, facilities, and financials; valuation opinions may be sought if needed for the 80% fair market value test
• 80% test: Any initial Business Combination must have an aggregate fair market value of at least 80% of the Trust Account assets (excluding certain items)
• Post-transaction structure: Target may be 100% owned or majority-owned (50% or more) with a controlling interest; the company may issue new Ordinary Shares or other securities as consideration
• Redemption mechanics: Public Shareholders can redeem at completion of the initial Business Combination either with a vote or via tender offer, subject to charter mechanics
• Redemption price (as of 12/31/2025): Approximately $10.58 per Public Share, cash-paid from the Trust Account (subject to adjustments and taxes)
• Approvals: Nasdaq rules require independent director approval for the initial Business Combination; specific voting outcomes may apply depending on the transaction structure
• Related-party considerations: Sponsor and officers/directors may purchase Public Shares or other securities; such purchases and purposes will be disclosed in accordance with securities laws

StoreDot business combination and termination

• StoreDot BCA entered into on December 3, 2025, involving StoreDot, Pubco, and related SPAC entities
• Simultaneous amendments to related agreements (Letter Agreement Amendment, Sponsor Letter Agreement)
• Voting agreements to be executed by StoreDot directors/officers/shareholders owning ≥5% within 10 business days of signing
• StoreDot termination: The StoreDot BCA and related agreements were terminated on February 17, 2026, via a Termination and Release Agreement; related agreements were automatically terminated and released

Current financing position and liquidity

• Funds available for a Business Combination (as of 12/31/2025): $244,261,293 (before any redemptions, taxes on interest, and the Deferred Underwriter Fee)
• Redemption mechanics: Public Shareholders may redeem all or a portion of their Public Shares for cash at completion of the Business Combination
• Redemption price basis: Cash in the Trust Account plus accrued interest (less taxes)
• Minimum cash and financing: The company may need to raise funds (debt or equity) to satisfy minimum cash requirements or other closing conditions; failure to meet cash conditions could prevent the initial Business Combination
• Outside-the-Trust support: As of 12/31/2025, approximately $244.26 million is held outside the Trust Account to address potential liabilities or dissolution costs (subject to claims against the Trust Account)

Operational history and facilities

• Operating history: No operating revenues or profits to date
• Employees: Two officers
• Headquarters and facilities: Office at 100 Kimball Place, Suite 550, Alpharetta, GA 30009; administrative services agreement provides office space and related services for $2,500 monthly (to be terminated on completion of a Business Combination or liquidation)

Risks and going concern

• Going concern: The company reported substantial doubt about its ability to continue as a going concern through approximately one year from the date of the reported financial statements, given the need for additional financing and timing uncertainties of a Business Combination
• Other risk factors: Competition for targets; dependence on a single potential business; potential conflicts of interest among management and sponsor; regulatory and market risks related to SPAC transactions; potential need for new financing or alternative structures to complete a Business Combination

Summary

Andretti Acquisition Corp is a Cayman Islands SPAC formed on May 21, 2024 to pursue and complete a Business Combination. It raised $230 million in its IPO plus $7.6 million in a private placement and placed about $231.15 million in a Trust Account at closing. As of December 31, 2025, it reported roughly $244.26 million available outside the Trust for potential transactions and a stated redemption price of about $10.58 per Public Share. The company entered into a proposed transaction with StoreDot in December 2025 that was terminated in February 2026. It continues to search for an initial Business Combination and may seek extensions or additional financing to meet closing conditions.