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Andretti Acquisition Corp. filed its annual report describing its status as a blank check company still seeking a Business Combination. The SPAC raised $230,000,000 in its IPO and placed $231,150,000 in a trust account, with a pro rata redemption value of about $10.58 per public share as of December 31, 2025.
The company’s prior merger agreement with StoreDot was terminated in February 2026, and all related agreements were released. Andretti must complete an initial Business Combination by September 9, 2026 or liquidate and return trust funds to public shareholders. Management discloses substantial doubt about the company’s ability to continue as a going concern because of the deadline and the need to secure a suitable transaction and any required financing.
Andretti Acquisition Corp. II filed that it has mutually terminated its previously announced Business Combination Agreement with StoreDot Ltd. and related entities, which had been signed on December 3, 2025. On February 17, 2026, all parties entered into a Termination and Release Agreement, ending the deal and all related ancillary agreements.
Under this new agreement, each party released the others from any liabilities or damages related to the transaction documents, any breaches, and the proposed business combination. As a result, the planned merger structure involving Pubco, SPAC Merger Sub, and Company Merger Sub will no longer proceed under the terminated terms.
Andretti Acquisition Corp. II received an updated ownership report from a group of LMR-affiliated investment managers and individuals. As of December 31, 2025, the reporting persons beneficially owned 1,350,000 Class A ordinary shares, equal to 5.7% of the outstanding Class A shares, based on 23,760,000 shares outstanding as of November 10, 2025.
The shares are held through LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each owning 675,000 Class A shares. Each fund also holds warrants to purchase 425,000 additional Class A shares at $11.50 per share, exercisable starting 30 days after the issuer’s initial business combination. The filers certify the holdings are in the ordinary course of business and not for the purpose of changing or influencing control.
Andretti Acquisition Corp. II received an amended Schedule 13G from several Bank of Montreal entities stating they no longer own any of the company’s Class A ordinary shares. As of the reported date, each reporting person lists 0 shares beneficially owned, representing 0% of the class.
The filing covers Bank of Montreal, Bank of Montreal Holding Inc., BMO Nesbitt Burns Inc., and Bank of Montreal Europe Public Limited Company. Each reports no sole or shared voting power and no sole or shared power to dispose of Andretti Acquisition Corp. shares, confirming they now hold less than 5% of the company’s outstanding Class A stock.
Barclays PLC has disclosed a significant ownership position in Andretti Acquisition Corp -A common stock. As of December 31, 2025, Barclays reports beneficial ownership of 1,192,484 shares, representing 5.01 % of the outstanding common stock.
Barclays has sole voting and dispositive power over 1,142,484 shares and shared voting and dispositive power over an additional 50,000 shares. The firm states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.