Andretti Acquisition Corp. II (POLE) — 10-K

Filed 2026-03-24 · Period ending 2025-12-31 · 55,859 words · SEC EDGAR

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# Andretti Acquisition Corp. II (POLE) — 10-K

**Filed:** 2026-03-24
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-033562
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2025341/000121390026033562/)
**Origin leaf:** 69582d14a7714e9f84184c3663accede46b2f0f731258d5d33ef40cd0c829fbb
**Words:** 55,859



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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended December 31, 2025 
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from 
to 
Commission file number: 001-42268 
Andretti Acquisition Corp. II 
(Exact name of registrant as specified in its
charter)
| Cayman Islands | | 98-1792547 | |
| 
(State or other jurisdiction of
incorporation or organization) | 
| 
(I.R.S. Employer
Identification No.) | |
| 100 Kimball Place, Suite 550, Alpharetta, GA | | 30009 | |
| 
(Address of principal executive offices) | 
| 
(ZipCode) | |
Registrants telephone number, including area code: (770) 299-2201 
Securities registered pursuant to Section12(b)
of the Act:
| 
Title of each class | 
| 
Trading Symbol(s) | 
| 
Name of each exchange on which registered | |
| Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant | | POLEU | | The Nasdaq Stock Market LLC | |
| Class A Ordinary Shares, par value $0.0001 per share | | POLE | | The Nasdaq Stock Market LLC | |
| Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share | | POLEW | | The Nasdaq Stock Market LLC | |
Securities registered pursuant to Section12(g)
of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo 
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. YesNo 
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.YesNo 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo 
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
| 
Largeacceleratedfiler | 
| 
Acceleratedfiler | 
| |
| Non-accelerated filer | | Smallerreportingcompany | | |
| Emerging growth company | | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. 
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants
executive officers during the relevant recovery period pursuant to 240.10D-1(b). 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No 
The aggregate market value of the registrants outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, the last business day of the registrants most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $246,628,800. 
As of March 24, 2026, there were 23,760,000 Class A Ordinary Shares, par value $0.0001 per share, and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. 
Andretti
Acquisition Corp. II
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER
31, 2025
TABLE OF CONTENTS
| 
| 
PAGE | |
| 
PART I | 
1 | |
| 
Item 1. | 
Business. | 
1 | |
| 
Item 1A. | 
Risk Factors. | 
18 | |
| 
Item 1B. | 
Unresolved Staff Comments. | 
27 | |
| 
Item 1C | 
Cybersecurity. | 
27 | |
| 
Item 2. | 
Properties. | 
28 | |
| 
Item 3. | 
Legal Proceedings. | 
28 | |
| 
Item 4. | 
Mine Safety Disclosures. | 
28 | |
| 
| 
| |
| 
PART II | 
29 | |
| 
Item 5. | 
Market
for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 
29 | |
| 
Item 6. | 
[Reserved] | 
30 | |
| 
Item 7. | 
Managements Discussion
and Analysis of Financial Condition and Results of Operations. | 
30 | |
| 
Item 7A. | 
Quantitative and Qualitative
Disclosures About Market Risk. | 
35 | |
| 
Item 8. | 
Financial Statements and
Supplementary Data. | 
35 | |
| 
Item 9. | 
Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure. | 
35 | |
| 
Item 9A. | 
Controls and Procedures. | 
36 | |
| 
Item 9B. | 
Other Information. | 
37 | |
| 
Item 9C. | 
Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections. | 
37 | |
| 
| 
| |
| 
PART III | 
38 | |
| 
Item 10. | 
Directors, Executive Officers
and Corporate Governance. | 
38 | |
| 
Item 11. | 
Executive Compensation. | 
46 | |
| 
Item 12. | 
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters. | 
47 | |
| 
Item 13. | 
Certain Relationships and
Related Transactions, and Director Independence. | 
49 | |
| 
Item 14. | 
Principal Accountant Fees
and Services. | 
52 | |
| 
| 
| |
| 
PART IV | 
53 | |
| 
Item 15. | 
Exhibit and Financial Statement
Schedules. | 
53 | |
| 
Item 16. | 
Form 10-K Summary. | 
53 | |
| 
| 
| 
| |
| 
SIGNATURES | 
55 | |
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report (as defined below),
including, without limitation, statements under Part II, Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations, includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined
below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking
terminology, including the words believe, estimate, anticipate, expect, intend,
plan, may, will, potential, project, predict, continue,
should, could or would or, in each case, their negative or other variations or comparable terminology.
There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited
to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other
statements that are not statements of current or historical facts. We have based these forward-looking statements on our Managements
current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management,
but actual results may differ materially due to various factors, including, but not limited to:
| 
| our
ability to complete our initial Business Combination; | 
|
| 
| our
expectations regarding the potential performance of the prospective target business or businesses; | 
|
| 
| our
success in retaining or recruiting our officers, key employees or directors following our initial Business Combination; | 
|
| 
| our
officers and directors ability to allocate sufficient time to reviewing and considering our initial Business Combination, including
considerations related to potential conflicts of interest; | 
|
| 
| the
potential issues associated with entering into a Business Combination agreement withan acquisition target that subsequently
declines in value or is unprofitable; | 
|
| 
| our
potential ability to obtain additional financing to complete our initial Business Combination, if needed; | 
|
| 
| the
ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities that will generate value
for our shareholders, if needed; | 
|
| 
| our
public securities potential liquidity and trading; | 
|
| 
| our
ability to use proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account
balance; | 
|
| 
| our
Trust Account potentially being subject to claims of third parties; | 
|
| 
| the
value of the Founder Shares following completion of our initial Business Combination likely being substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption
Price (as defined below); | 
|
| 
| the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other effects on our Company (as defined
below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations
and stock exchange rules; | 
|
| 
| our
financial performance; or | 
|
| 
| the
other risks and uncertainties discussed in Item 1A. Risk Factors below. | 
|
ii
The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
Unless otherwise stated in
this Report, or the context otherwise requires, references to:
| 
| 2024
Annual Report are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined
below) on March 25, 2025; | 
|
| 
| Administrative
Services Agreement are to the Administrative Services Agreement, dated September 5, 2024, we entered into with our Sponsor (as
defined below); | 
|
| 
| Amended
and Restated Articles are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; | 
|
| 
| ASC
are to the FASB (as defined below) Accounting Standards Codification; | 
|
| 
| Audit
Committee are to the audit committee of our Board of Directors (as defined below); | 
|
| 
| Board
of Directors or Board are to our board of directors; | 
|
| 
| BTIG
are to BTIG, LLC, the representative of the Underwriters (as defined below); | 
|
| 
| Business
Combination are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses; | 
|
| 
| Capital
Markets Advisory Agreement are to the Capital Markets Advisory Agreement, dated February 13, 2025, which we entered into with
an advisor, as amended on October 6, 2025 and December 16, 2025; | 
|
| 
| Certifying
Officer are to our Chief Executive Officer and Principal Financial and Accounting Officer; | 
|
| 
| Class
A Ordinary Shares are to our Class A ordinary shares, par value $0.0001 per share; | 
|
| 
| Class
B Ordinary Shares are to our Class B ordinary shares, par value $0.0001 per share; | 
|
| 
| Clawback
Policy are to our Executive Compensation Clawback Policy, adopted as of September 5, 2024; | 
|
| 
| Code
of Ethics are to the Code of Business Conduct and Ethics we have adopted, which is applicable to our directors, officers and employees; | 
|
| 
| Combination
Period are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to September 9, 2026
(or such earlier time as determined by our Board), that we have to consummate an initial Business Combination, or (ii) such other period
in which we must consummate an initial Business Combination pursuant to an amendment to our Amended and Restated Articles and consistent
with applicable laws, regulations and stock exchange rules; | 
|
| 
| Companies
Act are to the Companies Act (As Revised) of the Cayman Islands as may be amended from time to time; | 
|
iii
| 
| Company,
our, we, or us are to Andretti Acquisition Corp. II. Cayman Islands exempted company; | 
|
| 
| Company
Merger Sub are to XFC Israel Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Pubco; | 
|
| 
| Compensation
Committee are to the compensation committee of our Board of Directors; | 
|
| 
| Continental
are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants (as defined
below); | 
|
| 
| Deferred
Fee are to the additional fee of $8,000,000 to which the Underwriters are entitled that is payable only upon our completion of
the initial Business Combination, pursuant to the Underwriting Agreement (as defined below); | 
|
| 
| DWAC
System are to the Depository Trust Companys Deposit/Withdrawal At Custodian System; | 
|
| 
| Exchange
Act are to the Securities Exchange Act of 1934, as amended; | 
|
| 
| 
| 
Excise Tax are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; | |
| 
| FASB
are to the Financial Accounting Standards Board; | 
|
| 
| FINRA
are to the Financial Industry Regulatory Authority; | 
|
| 
| Founder
Shares are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii)
Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business
Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as
described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be Public Shares
(as defined below); | 
|
| 
| GAAP
are to the accounting principles generally accepted in the United States of America; | 
|
| 
| IFRS
are to the International Financial Reporting Standards, as issued by the International Accounting
Standards Board; | 
|
| 
| Initial
Public Offering or IPO are to the initial public offering that we consummated on September 9, 2024; | 
|
| 
| 
| 
Insider Trading Policy are to the insider trading policies and procedures we have adopted; | |
| 
| 
| 
Investment Company Act are to the Investment Company Act of 1940, as amended; | |
| 
| 
| 
IPO Promissory Note are to that certain unsecured promissory note, as amended, in the principal amount of up to $400,000 issued to our Sponsor, initially dated on May 24, 2024; | |
| 
| 
| 
IPO Registration Statement are to the Registration Statement on Form S-1 initially filed with the SEC on June 28, 2024, as amended, and declared effective on September 5, 2024 (File No. 333-280552); | |
| 
| 
| 
JOBS Act are to the Jumpstart Our Business Startups Act of 2012; | |
iv
| 
| Letter
Agreement are to the Letter Agreement, dated September 5, 2024, which we entered into with our officers, our directors and the
Sponsor; | 
|
| 
| Management
or our Management Team are to our executive officers; | 
|
| 
| Mergers
are to the Company Merger and the SPAC Merger (as defined below), together; | 
|
| 
| Nasdaq
are to The Nasdaq Stock Market LLC; | 
|
| 
| Nasdaq
36-Month Requirement are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must
complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; | 
|
| 
| Nasdaq
Rules are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; | 
|
| 
| Option
Units are to the 3,000,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option
(as defined below); | 
|
| 
| Ordinary
Resolution are to a resolution of our Company passed by a simple majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing
by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies
Act from time to time); | 
|
| 
| Ordinary
Shares are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; | 
|
| 
| Over-Allotment
Option are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments,
if any, pursuant to the Underwriting Agreement, which was fully exercised; | 
|
| 
| PCAOB
are to the Public Company Accounting Oversight Board (United States); | 
|
| 
| Private
Placement are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing
of our Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements (as defined below); | 
|
| 
| Private
Placement Shares are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor in the
Private Placement; | 
|
| 
| Private
Placement Units are to the units issued to our Sponsor and BTIG in the Private Placement; | 
|
| 
| Private
Placement Warrants are to the warrants included within the Private Placement Units purchased by our Sponsor and BTIG in the Private
Placement; | 
|
| 
| Private
Placement Units Purchase Agreements are to the (i) Private Placement Units Purchase Agreement, dated September 5, 2024, which
we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated September 5, 2024, which we entered into
with BTIG, together; | 
|
| 
| Pubco
are to XFC Battery Ltd., an Israeli company limited by shares, which is owned by a person affiliated with StoreDot; | 
|
| 
| Public
Shareholders are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or
the members of our Management Team purchase Public Shares, provided that our Sponsors and each member of our Management Teams
status as a Public Shareholder will only exist with respect to such Public Shares; | 
|
v
| 
| Public
Shares are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our Initial Public Offering (whether
they were purchased in our Initial Public Offering or thereafter in the open market); | 
|
| 
| Public
Units are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant
(as defined below); | 
|
| 
| Public
Warrants are to the redeemable warrants sold as part of the Public Units in our Initial Public Offering (whether they were subscribed
for in our Initial Public Offering or purchased in the open market); | 
|
| 
| Redemption
Price are to the pro rata redemption price in any redemption we expect to pay, which was approximately
$10.58 per Public Share as of December 31, 2025 (before taxes payable, if any); | 
|
| 
| Registration
Rights Agreement are to the Registration Rights Agreement, dated September 5, 2024, which we entered into with the Sponsor and
the other holders party thereto; | 
|
| 
| Report
are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025; | 
|
| 
| Sarbanes-OxleyAct
are to the Sarbanes-OxleyAct of 2002; | 
|
| 
| SEC
are to the U.S. Securities and Exchange Commission; | 
|
| 
| SEC
Clawback Rule are to Rule 10D-1 under the Exchange Act; | 
|
| 
| Securities
Act are to the Securities Act of 1933, as amended; | 
|
| 
| SPAC
are to a special purpose acquisition company; | 
|
| 
| SPAC
Meger Sub are to XFC Cayman Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco; | 
|
| 
| Special
Resolution are to a resolution ofour Company passed by at least a two-thirds (2/3) majority of the votes cast by such
shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company
of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved
in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under
the Companies Act from time to time); | 
|
| 
| Sponsor
are to Andretti Sponsor II LLC, Delaware limited liability company; | 
|
| 
| StoreDot
are to StoreDot Ltd., an Israeli company limited by shares, together with its successors; | 
|
| 
| StoreDot
BCA are to the Business Combination Agreement, dated December 3, 2025; | 
|
| 
| StoreDot
Business Combination are to the transactions contemplated by the StoreDot BCA and the related ancillary documents, collectively; | 
|
| 
| Trust
Account are to the U.S.-based trust account in which an amount of $231,150,000 from the net proceeds of the sale of the Public
Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the
Initial Public Offering; | 
|
vi
| 
| Trust
Agreement are to the Investment Management Trust Agreement, dated September 5, 2024, which we entered into with Continental, as
trustee of the Trust Account; | 
|
| 
| Underwriters
are to the several underwriters of the Initial Public Offering; | 
|
| 
| Underwriting
Agreement are to the Underwriting Agreement, dated September 5, 2024, which we entered into with BTIG, as representative of the
Underwriters, as amended by the Underwriting Agreement Amendment; | 
|
| 
| Underwriting
Agreement Amendment are to the Amendment to the Underwriting Agreement, dated December 17, 2025, which we entered into with BTIG,
as representative of theUnderwriters, and the Sponsor; | 
|
| 
| Units
are to the Private Placement Units and the Public Units, together; | 
|
| 
| Warrant
Agreement are to the Warrant Agreement, dated September 5, 2024, which we entered into with Continental,
as Warrant agent; | 
|
| 
| Warrants
are to the Private Placement Warrantsand the Public Warrants, together; | 
|
| 
| Withum
are to WithumSmith+Brown, PC, our independent registered public accounting firm; | 
|
| 
| WCL
Conversion Units are to the units of our Company that may be issued upon conversion of the total principal amounts of the WCL
Notes (as defined below) on the date of a Business Combination; | 
|
| 
| WCL
Maturity Date are to the earlier date of (i) the consummation of the Business Combination and (ii) our liquidation; | 
|
| 
| WCL
Payees are to William J. Sandbrook, Michael Andretti and William M. Brown, collectively; | 
|
| 
| WCL
Promissory Notes are to three separate unsecured promissory notes issued to the WCL Payees, in total principal amounts of $720,000,
$300,000and $480,000, respectively, in connection with Working Capital Loans (as defined below) from the WCL Payees, collectively;
and | 
|
| 
| Working
Capital Loans are to funds that, in order to provide working capital or finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan
us. | 
|
vii
PART I
Item 1. Business.
Overview 
We are a blank check company
incorporated on May 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination with
one or more businesses or entities. To date, our efforts have been limited to (i) organizational activities, (ii) activities related to
our Initial Public Offering, and (iii) searching for and consummating a Business Combination. We have also generated no operating revenues
to date and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.
Initial Public Offering
Our IPO Registration Statement
became effective on September 5, 2024. On September 9, 2024, we consummated our Initial Public Offering of 23,000,000 Public Units, including
3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share
and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share
for $11.50 per share. The Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.
Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate
of 760,000 Private Placement Units to our Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement
Unit, generating gross proceeds to us of $7,600,000.Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private
Placement Units and BTIG purchased 310,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical
to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
A total of $231,150,000, comprised
of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental,
acting as trustee.
It is the job of our Sponsor
and Management Team to complete our initial Business Combination. Our Management Team is led by (i) William J. (Bill) Sandbrook, our Executive
Chairman, and (ii) William M. (Matt) Brown, our Chief Executive Officer and Principal Financial and Accounting Officer. In addition, our
Management Team is aided by Mario Andretti, our advisor, and Michael M. Andretti, our special advisor and a member of our Board of Directors.
We must complete our initial Business Combination by (x) September 9, 2026, the end of our Combination Period, which is 24-months from
the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such later date as our shareholders
may approve pursuant to the Amended and Restated Articles.. If our initial Business Combination is not consummated by the end of our Combination
Period, our existence will terminate, and we will distribute all amounts in the Trust Account, as described elsewhere in this Report.
We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.
Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion
of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account
and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require
SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet
the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor
may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our
Management Team.
StoreDot Business Combination Agreement and
Related Agreements
On December 3, 2025, we entered
into the StoreDot BCA with (i) StoreDot, (ii) Pubco, (iii) Company Merger Sub and (iv) SPAC Merger Sub for the StoreDot Business Combination.
1
Simultaneously with the execution
of the StoreDot BCA, the Sponsor, our company, Pubco and our directors and officers entered into an amendment to the Letter Agreement
(the Letter Agreement Amendment).
Simultaneously with the execution
and delivery of the StoreDot BCA, the Sponsor and Pubco entered into a letter agreement (the Sponsor Letter Agreement).
As promptly as practicable
and, in any event within ten business days following the execution of the StoreDot BCA, StoreDot will cause each director and officer
of StoreDot and each shareholder beneficially owning at least five percent (5%) of StoreDot on a fully-diluted basis to enter into a voting
agreement (collectively, the Voting Agreements).
On December 17, 2025, we entered
into the Underwriting Agreement Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination.
Termination and Release Agreement
On February 17, 2026, we,
StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into a Termination and Release Agreement (the StoreDot Termination
Agreement) pursuant to which the parties mutually agreed to terminate the StoreDot BCA in its entirety pursuant to Section 8.1(a)
thereof. Concurrently with the termination of the StoreDot BCA, each of the related agreements (including, but not limited to, the Voting
Agreements, the Insider Letter Amendment and the Sponsor Letter Agreement) were automatically terminated. As a result, the StoreDot BCA
and related agreements are of no further force and effect. In addition, each party released the other parties from any and all liabilities
and damages relating to the transaction documents, breaches thereunder and the proposed transactions.
The foregoing summary of the
StoreDot Termination Agreement is qualified in its entirety by the text of the StoreDot Termination Agreement, a copy of which is attached
as Exhibit 10.16 hereto and is incorporated herein by reference.
We are seeking, with our Sponsor,
alternative ways to consummate an initial Business Combination.
Andretti Acquisition Corp.
Members of our Management
Team and our independent directors were formerly members of the management team and independent directors of Andretti Acquisition Corp,
respectively. On January 18, 2022, Andretti Acquisition Corp. consummated its initial public offering (the Andretti IPO)
of 23,000,000 units. The units were sold at a price of $10.00 per unit, including the issuance of 3,000,000 units as a result of the underwriters
exercise of their over-allotment option in full. The units were sold at a price of $10.00 per unit, generating gross proceeds of $230,000,000.
In addition, simultaneously with the closing of the Andretti IPO, Andretti Acquisition Corp. completed the private sale of an aggregate
of 13,550,000 warrants (the Andretti PPWs), at a purchase price of $1.00 per warrant to its sponsor and its sponsors
co-investor, generating gross proceeds of $13,550,000. A total of $235,750,000 of the net proceeds from the sale of the units (including
the over-allotment units and the Andretti PPWs) was placed in a U.S.-based trust account. Andretti Acquisition Corp. consummated its business
combination with Zapata Computing, Inc. (Zapata AI), an Industrial Generative AI software company, on March 28, 2024, resulting
in Zapata Quantum, Inc. (formerly known as Zapata Computing Holdings Inc.) (Zapata). Zapatas common
stock traded on the Nasdaq Global Market under the symbol ZPTA and its warrants traded on the Nasdaq Capital Market under
the symbol ZPTAW. Effective October 24, 2024, Zapata removed all its securities listing and registration on Nasdaq. As of
the date of this Report, Zapatas common stock is quoted under OTCID.
Our Management Team
Our Management Team provides
valuable guidance, technical domain expertise, value-added input regarding senior team leadership capabilities of prospective Business
Combination targets and have access to differentiated ideas and opportunities through complementary networks. They also have SPAC experience
and a proven track record of Business Combination success.
2
We believe that our Management
Team are well positioned among other SPAC vehicles. We may pursue an initial Business Combination in any business or industry, but our
evaluation approach has primarily concentrated on assessing well-established companies that possess prominent competitive positions, unique
business concepts, seasoned management teams, appealing financial profiles, and substantial potential for long-term growth. Our Management
Team has a wide network of business owners, public and private company executives and board members, investment bankers, debt and private
equity investors, high net worth families and their respective advisors, commercial bankers, attorneys, management consultants, accountants,
and other transaction intermediaries that we are using to source our initial Business Combination. We believe that by using this strategy
in conjunction with the technical know-how, established relationships, and successful track record of our Management Team in a range of
subsectors, we will be able to create significant opportunities to generate value for shareholders. William M. (Matt) Brown is dedicated
full-time to the process of identifying, evaluating and negotiating with an acquisition target for our initial Business Combination. Our
Management Team have significant, meaningful experience as, among other titles, investors, executives, corporate strategists and business
development heads within both public and private companies.
Business Strategy
Our goal is to acquire a compelling
asset with a skilled management team that is ready to grow. Given our Management Teams wide network of relationships, we anticipate
an extensive and diverse pipeline of proprietary prospects from firms that we believe should be in the public domain. We plan to leverage
our wide global network of relationships to create a pipeline of initial Business Combination opportunities.
While we examine a wide range
of assets in terms of growth stages and capital structures, we seek to back a company that has a high demand for its products or services
and operates in market verticals and/or geographies with little competition, or a company that has a demonstrable advantage over its competitors
due to factors such as the use of distinct technology, a business model, or a brand. We use our Management Teams industry knowledge
and experience, as well as their broad personal network, to add significant value to any acquired firm.
Following the completion of
our Initial Public Officering, members of our Management Team began (i) communicating with their network of relationships to articulate
our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined process
of pursuing and reviewing promising leads.
Acquisition Criteria
Consistent with our business
strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating targets for our
initial Business Combination. We use these criteria and guidelines in evaluating Business Combination opportunities, but we may decide
to enter into our initial Business Combination with a target business that does not meet any or all of these criteria and guidelines:
| 
| Lasting
competitive advantage: Our goal is to highlight forward-thinking businesses that not only exhibit robust business models and
enduring competitive advantages in their respective industries, but also act as industry disruptors. We think that, among other things,
well-known brands, exclusive technologies, solid connections with distributors and customers, and beneficial cost structures may offer
these qualities. | 
|
| 
| Recognition
in the market and reputation: We are looking for businesses that we think have a sizable market share in their industry and are,
or have the potential to become, market leaders. These standards, in our opinion, will provide us defensive market share and enable us
to develop more quickly than the rest of the industry. | 
|
| 
| Strength
and track record of a seasoned management team: We aim to find businesses with management teams that have demonstrated their
abilities and are willing to collaborate with us so they may leverage our Management Teams knowledge and experience. | 
|
| 
| Attractive
financial profile: We seek businesses with either proven or attractive future financial performance, or potential to enhance
financial performance, and generate strong, sustainable cash flow. We are targeting companies that have a clear path to profitability
through growing and predictable revenues and the ability to take on additional leverage. | 
|
3
| 
| Future
growth trajectory: We are looking for businesses in sectors of the economy that,
in our opinion, have a durable competitive edge, are benefiting from favorable secular trends,
and have room to grow through a partnership with us. We are focusing on businesses that have
grown significantly organically and that, in our opinion, are in a strong position to gain
more market share in their particular industry. | 
|
| 
| Maximizing
the value of becoming a publicly traded entity: We are concentrating on purchasing a business with an easily comprehensible public
market narrative. We plan to collaborate with stakeholders and management who want to see significant growth and their business go public.
We are focusing on businesses that can take advantage of the advantages that come with being a publicly traded company. These advantages
include easier access to debt and equity financing, attracting and keeping talent through equity compensation, the ability to use equity
as a medium of exchange for strategic mergers and acquisitions after the initial Business Combination, and increased benefits for branding
and market positioning. | 
|
| 
| Growth
potential: Our goal is to identify businesses with the best chance of growing to a significant size, both organically and possibly
through acquisitions or other strategic deals. We favor businesses with solid plans for growth and businesses that operate in consolidating
sectors. Accordingly, we seek a target that could act as a platform for us to accelerate growth and potentially execute accretive acquisitions
that could increase shareholder value. | 
|
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant,
on these general guidelines, as well as other considerations, factors and criteria that our Management may deem relevant. We may decide
to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, and in the
event we do, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our
initial Business Combination, which, as discussed in this Report, would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC.
Acquisition Process
In evaluating a prospective
target business, we conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information about the target and its industry that are made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the Business Combination transaction.
Any costs incurred with respect
to the identification and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination
is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another
Business Combination.
Initial Business Combination
We intend to effectuate our
initial Business Combination using cash from the proceeds of our Initial Public Offering and the Private Placement, the proceeds of the
sale of our Ordinary Shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued
to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete
our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means
of a tender offer. If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution.
The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms
of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.
4
We have until September 9,
2026 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If
we anticipate that we may be unable to consummate our initial Business Combination within such Combination Period, we may seek shareholder
approval to amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination. If
we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity to redeem their Public Shares at
a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon
(less taxes payable, if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law.
If we are unable to complete
our initial Business Combination within the Combination Period, we will redeem 100% of the Public Shares at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if
any, and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,
subject to applicable law and certain conditions as further described herein. While the pro rata Redemption Price was approximately $10.58
per Public Share as of December 31, 2025, we cannot assure our Public Shareholders that we will in fact be able to distribute such amounts
as a result of claims of creditors, which may take priority over the claims of our Public Shareholders.
The Nasdaq Rules require that
we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, and such test, the 80%
Test)). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If
our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect
to the satisfaction of such criteria. While we consider it likely that our Board of Directors will be able to make an independent determination
of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the
business of a particular target or if there is a significant amount of uncertainty as to the value of the targets assets or prospects.
Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors.
We anticipate structuring
our initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire
100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior
to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed
to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of
new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case,
we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new Ordinary
Shares, our shareholders immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding
Ordinary Shares subsequent to our initial Business Combination. If less than 100% of the equity interests or assets of a target business
or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired
is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, the
80% Test will be based on the aggregate value of all of the target businesses.
5
Members of our Management
Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Units after the Initial Public Offering
and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial Business Combination. The low price that our Sponsor, executive officers and directors (directly or indirectly)
paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if
we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete
our initial Business Combination within the Combination Period, the Founder Shares and Private Placement Units may expire worthless, except
to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our Sponsor,
executive officers and directors to complete a transaction, even if we select an acquisition target that subsequently declines in value
and is unprofitable for Public Shareholders. Further, each of our officers and directors may have a conflict of interest with respect
to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target
business as a condition to any agreement with respect to our initial Business Combination.
Each of our officers and directors
presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more
other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such
entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an
entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands
law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or
an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation
of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our
officers or directors will materially affect our ability to complete our initial Business Combination.
In addition, our Sponsor and
our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become
involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination
target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business
Combination.
Sourcing of Potential Initial Business Combination
Targets
Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources
have read our Initial Public Offering prospectus and know what types of businesses we are targeting. Our officers and directors, as well
as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts
as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the
track record and business relationships of our officers and directors.
Prior to or in connection
with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors, or our or their
affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the
completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid
from funds held outside the Trust Account.
6
We engage a finder only to
the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us
or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest
to pursue. Payment of a finders fee is customarily tied to completion of a transaction, in which case any such fee will be paid
out of the funds held in the Trust Account.
We are not prohibited from
pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors, or advisors, or completing
the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors or advisor.
If we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles)
with our Sponsor, officers, directors or advisors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid
by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such
an opinion in any other context.
Financial Position
With funds available for a
Business Combination as of December 31, 2025 in the amount of $244,261,293 (before redemptions, taxes payable on the interest earned,
if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity event for its
owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its
debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid
to the target business to fit its needs and desires. However, there can be no assurance that third-party financing will be available to
us.
Lack of Business Diversification
For an indefinite period of
time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification may:
| 
| subject
us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular
industry in which we operate after our initial Business Combination, and | 
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| 
| cause
us to depend on the marketing and sale of a single product or limited number of products or services. | 
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Limited Ability to Evaluate the Targets
Management Team
Although we closely scrutinize
the management of a prospective target business, when evaluating the desirability of effecting our initial Business Combination with that
business and plan to continue to do so , our assessment of the target businesss management may not prove to be correct. In addition,
the future management may not have the necessary skills, qualifications or abilities to manage a public company. Moreover, we cannot assure
our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular
target business.
We cannot assure our shareholders
that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to
whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.
Following a Business Combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure our shareholders
that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or
experience necessary to enhance the incumbent management.
7
Shareholders May Not Have the Ability to Approve
Our Initial Business Combination
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Articles.
However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder
approval for business or other reasons.
Under the Nasdaq Rules, shareholder
approval would be required for our initial Business Combination if, for example:
| 
| we
issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding (other than in
a public offering); | 
|
| 
| any
of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the Trust
Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be
acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in outstanding Ordinary Shares
or voting power of 5% or more; or | 
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| the
issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control. | 
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The decision as to whether
we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required
by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and
legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the
event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected cost of
holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time
and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming
and burdensome to present to shareholders.
Permitted Purchases of Our Securities
If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial Business Combination,
although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such Public Shareholder,
although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees not to exercise its
redemption rights. In the event that our Sponsor, directors, officers, advisors and their affiliates purchase Public Shares in privately
negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling Public Shareholders
would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases
by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act,
to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing,
pricing and volume of purchases.
Additionally, at any time
at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),
our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them
with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not redeem their Public
Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants
in such transactions.
8
The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public
Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in
connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us to
have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement
would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination that
may not otherwise have been possible.
In addition, if such purchases
are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be
reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.
Our Sponsor, directors, officers,
advisors and their affiliates anticipate that they may identify the Public Shareholders with whom our Sponsor, directors, officers, advisors
and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting us directly or by our receipt
of redemption requests submitted by Public Shareholders (in the case of Public Shares) following our mailing of proxy materials in connection
with our initial Business Combination. To the extent that our Sponsor, directors, officers, advisors and their affiliates enter into a
private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed their
election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether
or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public
Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, directors, officers,
advisors and their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated price and number
of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares if such purchases
do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Our Sponsor, directors, officers,
advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would violate Section 9(a)(2) or
Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent
such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, officers, advisors and
their affiliates were to purchase our securities from Public Shareholders, such purchases would be structured in compliance with the requirements
of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:
| 
| our
registration statement/proxy statement filed for our Business Combination transaction would disclose the possibility that our Sponsor,
directors, officers, advisors or their affiliates may purchase our securities from Public Shareholders outside the redemption process,
along with the purpose of such purchases; | 
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| if
our Sponsor, directors, officers, advisors or their affiliates were to purchase our securities from Public Shareholders, they would do
so at a price no higher than the price offered through our redemption process; | 
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| 
| our
registration statement/proxy statement filed for our Business Combination transaction would include a representation that any of our
securities purchased by our Sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the Business
Combination transaction; | 
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| 
| our
Sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to our securities or,
if they do acquire and possess redemption rights, they would waive such rights; and | 
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9
| 
| we
would disclose in a Current Report on Form 8-K, before our general meeting of shareholders to approve the Business Combination transaction,
the following material items: | 
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| the
amount of our securities purchased outside of the redemption offer by our Sponsor, directors, officers, advisors or their affiliates,
along with the purchase price; | 
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| 
| the
purpose of the purchases by our Sponsor, directors, officers, advisors or their affiliates; | 
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| 
| the
impact, if any, of the purchases by our Sponsor, directors, officers, advisors or their affiliates on the likelihood that the Business
Combination transaction will be approved; | 
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| 
| the
identities of our security holders who sold to our Sponsor, directors, officers, advisors or their affiliates (if not purchased on the
open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors
or their affiliates; and | 
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number of our securities for which we have received redemption requests pursuant to our redemption offer. | 
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Redemptions in Connection with Our Initial
Business Combination
*Redemption Rights for Public Shareholders
upon Completion of Our Initial Business Combination*
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or
vote against, our initial Business Combination, upon the completion of our initial Business Combination 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, if any), divided
by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. As of December 31,
2025, the Redemption Price was approximately $10.58 per Public Share (before taxes payable, if any). The per share amount we will distribute
to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters.
Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares they may hold in connection with
the completion of our initial Business Combination.
Our proposed initial Business
Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash
consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available
to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans,
advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase agreements
or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
*Manner of Conducting Redemptions*
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means
of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and
whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement
or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval
under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our
Company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary
Shares or seek to amend our Amended and Restated Articles would require shareholder approval. So long as we obtain and maintain a listing
for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.
10
The requirement that we provide
our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions
of our Amended and Restated Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing
on Nasdaq. Such provisions may be amended if approved by a Special Resolution.
If we provide our Public Shareholders
with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated
Articles:
| 
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the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules, and | 
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| file
proxy materials with the SEC. | 
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In the event that we seek
shareholder approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our
Public Shareholders with the redemption rights described above upon completion of the initial Business Combination.
If we seek shareholder approval,
we will complete our initial Business Combination only if we receive an Ordinary Resolution. A quorum for such meeting will be present
if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person
or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers
and directors have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial
Public Offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with
the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction)
in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect
on the approval of our initial Business Combination once a quorum is obtained. As a result, in addition to our Sponsors Founder
Shares, we would need 9,005,001, or approximately 39.2%, of the 23,000,000 Public Shares to be voted in favor of an initial Business Combination
in order to have our initial Business Combination approved, assuming all outstanding Ordinary Shares are voted and the parties to the
Letter Agreement do not acquire any Class A Ordinary Shares. Assuming that only the holders of one-third of our issued and outstanding
Ordinary Shares, representing a quorum under our Amended and Restated Articles vote their Ordinary Shares at a general meeting of our
Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination
in order to approve an initial Business Combination. However, if our initial Business Combination is structured as a statutory merger
or consolidation with another company under Cayman Islands law, the approval of our initial Business Combination will require a Special
Resolution.
In addition, prior to the
closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors
prior to or in connection with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our Company
in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt
new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the
Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more
likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting on the proposed
transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.
11
If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
| 
| conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and | 
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| file
tender offer documents with the SEC prior to completing our initial Business Combination that contain substantially the same financial
and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. | 
|
In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a)
under the Exchange Act, and we will not be permitted to complete our initial Business Combination until the expiration of the tender offer
period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we
are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender
offer and not complete the initial Business Combination.
Upon the public announcement
of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, or our Sponsor, will terminate
any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.
We intend to require our Public
Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares in street
name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their Public Shares
to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or tender offer documents,
as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to
approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require
a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two
business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. The proxy materials
or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our initial Business Combination
will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our
transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders,
which could delay redemptions and result in additional administrative cost. If the proposed initial Business Combination is not approved
and we continue to search for a target company, we will promptly return any certificates or Public Shares delivered by Public Shareholders
who elected to redeem their Public Shares.
Our proposed initial Business
Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash
consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available
to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity or equity-linked securities or through
loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase
agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net tangible assets or minimum
cash requirements.
12
*Limitation on Redemptions Upon Completion
of Our Initial Business Combination If We Seek Shareholder Approval*
If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Amended and Restated Articles provides that a Public Shareholder, together with any affiliate of such Public
Shareholder or any other person with whom such Public Shareholder is acting in concert or as a group (as defined under Section
13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public
Shares sold in the Initial Public Offering (the Excess Shares) without our prior consent. We believe this restriction will
discourage Public Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such holders to use their ability
to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their
Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public
Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management at a premium to the then-current market
price or on other undesirable terms. By limiting our Public Shareholders ability to redeem no more than 15% of the Public Shares
sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of Public Shareholders
to unreasonably attempt to block our ability to complete our initial Business Combination, particularly in connection with a Business
Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we will not restrict
our Public Shareholders ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business
Combination.
*Delivering Share Certificates in Connection
with the Exercise of Redemption Rights*
As described above, we intend
to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their Public Shares
in street name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver
their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials or
tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is
included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection
with our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements.
Accordingly, a Public Shareholder would have up to two business days prior to the scheduled vote on the initial Business Combination if
we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as
applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In the event that a Public Shareholder
fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares
may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders to use electronic delivery of
their Public Shares.
There is a nominal cost associated
with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System. The transfer
agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we
require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver Public
Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
Any request to redeem such
Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides
prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent
return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing
to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.
13
If our initial Business Combination
is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be
entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any
certificates delivered by Public Shareholders who elected to redeem their Public Shares.
*Redemption of Public Shares and Liquidation
if No Initial Business Combination*
Our Amended and Restated Articles
provide that we have only the duration of the Combination Period to complete our initial Business Combination. If we have not completed
our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor),
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Private Placement Units or
Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.
Our Sponsor, officers and
directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within
the Combination Period; although, they are entitled to liquidating distributions from assets outside the Trust Account. However, if our
Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions
from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination
Period.
Our Sponsor, officers and
directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii) any other
material provisions relating to shareholders rights or pre-initial Business Combination activity, in each case unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.
We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the approximately $48,469 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public
Shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required
to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of
the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and
without taking into account interest, if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately
$10.58 as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our Public Shareholders. We cannot assure our Public Shareholders that the actual
per-share redemption amount received by Public Shareholders will not be substantially less than the Redemption Price. While we intend
to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors
claims.
14
Although we seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or
other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if Management believes that such third partys engagement
would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable
to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Underwriters
did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.
To protect the amounts held
in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services
rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with
which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions
in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third
party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not
such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsors
only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy
those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial
Business Combination and redemptions could be reduced to less than $10.05 per Public Share. In such event, we may not be able to complete
our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption
of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per share due to reductions in the value of the
Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts
that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,
our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any
particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the
amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure our
Public Shareholders that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per
Public Share.
15
We seek to reduce the possibility
that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access
to up to approximately $244,261,293 from the proceeds of the Initial Public Offering held outside of the Trust Account with which to pay
any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more
than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.
If we file a bankruptcy or
insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in
the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust
Account, we cannot assure our Public Shareholders we will be able to return $10.05 per share to our Public Shareholders. Additionally,
if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either
a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or
bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our Board of Directors
may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself
and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of
creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.
Our Public Shareholders are
entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our
initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated
Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination
or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (y) any
other material provisions relating to shareholders rights or pre-initial Business Combination activity or (iii) if they redeem
their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable law and any limitations
(including but not limited to cash requirements) created by the terms of the proposed Business Combination. In no other circumstances
will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval
in connection with our initial Business Combination, a Public Shareholders voting in connection with the Business Combination alone
will not result in a Public Shareholders redeeming its Public Shares to us for an applicable pro rata share of the Trust Account.
Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Articles,
like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.
Competition
In identifying, evaluating
and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective
similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking
strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combinations
directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than
us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others
an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders
who exercise or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination
and our issued and outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.
16
Employees
We currently have two officers:
William J. Sandbrook and William M. Brown. William M. (Matt) Brown is dedicated full-time to the process of identifying, evaluating and
negotiating with an acquisition target for our initial Business Combination.
Periodic Reporting and Financial Information
We have registered our Public
Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file
annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including
this Report, contain financial statements audited and reported on by Withum, our independent registered public accountant. We have no
current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the
consummation of our initial Business Combination.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required
to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target
businesses we may conduct an initial Business Combination with because some targets may be unable to provide such statements in time for
us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed
time frame. We cannot assure our shareholders that any particular target business identified by us as a potential Business Combination
candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business
will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements
cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential Business Combination
candidates, we do not believe that this limitation will be material.
We are required to evaluate
our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event
we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be
required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.
We are a Cayman Islands exempted
company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted
from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption
undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands,
for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary
Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.
We are an emerging
growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
17
In addition, Section 107 of
the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to continue to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following September 9, 2029, (b) in which we have total annual
gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value
of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which
we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a smaller
reporting company as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates
equals or exceeds $250 million as of the end of that years second fiscal quarter, or (2) our annual revenues equaled or exceeded
$100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700
million as of the end of that years second fiscal quarter.
In addition, prior to the
consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal
of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers
us to be a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance
standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another
company is a controlled company and may elect not to comply with certain corporate governance requirements. We currently
do not intend to rely on the controlled company exemption, but may do so in the future. Accordingly, if we choose to do
so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate
governance requirements.
Item 1A. Risk Factors.
As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:
Risks Relating to our Search for, and Consummation of or Inability
to Consummate, a Business Combination
| 
| we
are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate our
ability to achieve our business objective, completing an initial Business Combination; | 
|
| 
| we
may not be able to complete our initial Business Combination within the Combination Period, in which case we would liquidate and redeem
our Public Shares; | 
|
| 
| we
may seek Business Combination opportunities with a high degree of complexity that require significant operational improvements, which
could delay or prevent us from achieving our desired results; | 
|
| 
| we
may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular Business Combination; | 
|
18
| 
| we
may issue our Ordinary Shares to investors in connection with our initial Business Combination at a price that is less than the prevailing
market price of our Ordinary Shares at that time; | 
|
| 
| our
Public Shareholders may not be afforded an opportunity to vote on our proposed initial Business Combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial Business Combination even though
a majority of our Public Shareholders do not support such a combination; | 
|
| 
| as
the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive
targets, or such attractive targets may not be interested in consummating a Business Combination with a SPAC due to a negative public
perception of mergers involving SPACs. This could increase the cost of our initial Business Combination and could even result in our
inability to find a target or to consummate an initial Business Combination; | 
|
| 
| we
may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability; | 
|
| 
| we
may engage one or more of the Underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as mergers and acquisitions advisor in connection with an initial Business Combination or as
placement agent in connection with a related financing transaction. The Underwriters are entitled to receive the Deferred Fee that will
be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause the
Underwriters to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering,
including, for example, in connection with the sourcing and consummation of an initial Business Combination; | 
|
| 
| we
may attempt to complete our initial Business Combination with a private company about which little information is available, which may
result in a Business Combination with a company that is not as profitable as we suspected, if at all; | 
|
| 
| resources
could be wasted on researching Business Combinations targets that are not completed, which could materially adversely affect subsequent
attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination
Period, our Public Shareholders may receive only the Redemption Price, or less than such amount in certain circumstances, on the liquidation
of our Trust Account and our Warrants will expire worthless; | 
|
| 
| recent
fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
initial Business Combination; | 
|
| 
| military
or other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the UnitedStates
and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination; | 
|
| 
| changes
in laws or regulations (including the adoption of policies by governing administrations), or a failure to comply with any laws and regulations,
may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations; | 
|
| 
| certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval; | 
|
| 
| changes
in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search
for an initial Business Combination target or the performance or business prospectsof a post-Business Combination company; | 
|
19
| 
| adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our Business Combination
prospects; | 
|
| 
| cyber
incidents or attacks directed at us or third parties could result in information theft, data corruption, operational disruption and/or
financial loss, as well as impact our ability to consummate an initial Business Combination; | 
|
| 
| if
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial Business Combination; | 
|
| 
| if
we seek shareholder approval of our initial Business Combination, our Sponsor and Management Team have agreed to vote in favor of such
initial Business Combination, regardless of how our Public Shareholders vote. As such, under certain circumstances, we may not need any
Public Shares in addition to Founder Shares to be voted in favor of our initial Business Combination to approve an initial Business Combination; | 
|
| 
| our
Public Shareholders only opportunity to effect their investment decision regarding a potential Business Combination may be limited
to the exercise of their right to redeem their Public Shares from us for cash; | 
|
| 
| the
ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential
Business Combination targets, which may make it difficult for us to enter into a Business Combination with a target; | 
|
| 
| the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares and the payment
of the Deferred Fee may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially
dilute Public Shareholders investment in us; | 
|
| 
| the
ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Ordinary Shares could increase
the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation
in order to redeem their Public Shares; | 
|
| 
| the
requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage
over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business
Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our
initial Business Combination on terms that would produce value for our shareholders; | 
|
| 
| we
may decide not to extend the Combination Period, in which case we would liquidate and redeem our Public Shares, and the Warrants would
be worthless; | 
|
| 
| if
we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates
may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed Business Combination
and reduce the public float of our Public Shares or Public Warrants; | 
|
| 
| if
a Public Shareholder fails to receive notice of our offer to redeem their Public Shares in connection with our initial Business Combination,
or fails to comply with the procedures for submitting or tendering their Public Shares, such Public Shares may not be redeemed; | 
|
| 
| our
Public Shareholders will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule419
of the Securities Act; | 
|
20
| 
| if
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions pursuant to the tender offer rules,
and if a shareholder or a group of shareholders are deemed to hold in excess of 15% of our Class A Ordinary Shares, they
may lose the ability to redeem all such Public Shares in excess of 15% of our ClassA Ordinary Shares; | 
|
| 
| because
of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete
our initial Business Combination. If we are unable to complete our initial Business Combination, our Public Shareholders may receive
only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants
will expire worthless; | 
|
| 
| if
the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us
to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business
or businesses and complete our initial Business Combination, and we will depend on loans from our Sponsor or Management Team to fund
our search and to complete our initial Business Combination; | 
|
| 
| our
search for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,
may be materially adversely affected by current global geopolitical conditions; | 
|
| 
| if
we are unable to consummate our initial Business Combination within the Combination Period, our Public Shareholders may be forced to
wait beyond September 9, 2026 before redemption from our Trust Account; | 
|
| 
| we
may not hold an annual general meeting until after the consummation of our initial Business Combination, which could delay the opportunity
for our Public Shareholders to discuss company affairs with Management, and the holders of our Class A Ordinary Shares will not have
the right to vote on the appointment or removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands until
after the consummation of our initial Business Combination; | 
|
| 
| since
only holders of our ClassB Ordinary Shares have the right to vote on the appointment of directors prior to the consummation of
the initial Business Combination, Nasdaq considers us to be a controlled company within the meaning of the Nasdaq Rules
and, as a result, we may qualify for exemptions from certain corporate governance requirements; | 
|
| 
| our
Sponsor controls the appointment of our Board of Directors until consummation of our initial Business Combination and holds a substantial
interest in us. As a result, it will appoint all of our directors prior to the consummation of our initial Business Combination and may
exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that our Public Shareholders do not support; | 
|
| 
| because
we are limited to evaluating a target business in a particular industry sector, our shareholders may be unable to ascertain the merits
or risks of any particular target business operations for some time; | 
|
| 
| we
may seek Business Combination opportunities in industries or sectors that may be outside of our Managements areas of expertise; | 
|
| 
| although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may
enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target
business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria
and guidelines; | 
|
| 
| we
are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions, and consequently, our shareholders may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view; | 
|
21
| 
| we
may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive
plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder
Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result of the anti-dilution provisions
contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks. | 
|
| 
| unlike
some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue
certain shares to consummate an initial Business Combination; | 
|
| 
| we
may engage in a Business Combination with one or more target businesses that have relationships with entities that may be affiliated
with our Sponsor, officers, directors or existing holders, which may raise potential conflicts of interest; | 
|
| 
| we
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us; | 
|
| 
| we
may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which
will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of
diversification may negatively impact our operations and profitability; | 
|
| 
| we
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete
our initial Business Combination when a substantial majority of our Public Shareholders do not agree; | 
|
| 
| the
provisions of our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing
the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment
threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate
the completion of an initial Business Combination that some of our Public Shareholders may not support; | 
|
| 
| because
we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an
otherwise advantageous initial Business Combination with some prospective target businesses; | 
|
| 
| compliance
obligations under theSarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require
substantial financial and management resources, and increase the time and costs of completing an initial Business Combination; | 
|
Risks Relating to the Post-Business Combination
Company
| 
| the
share price of the post-Business Combination company may be less than the Redemption Price of our Public Shares; | 
|
| 
| the
officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business
Combination targets key personnel could negatively impact the operations and profitability of ourpost-combinationbusiness; | 
|
| 
| subsequent
to our completion of our initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment
or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our
securities, which could cause our shareholders to lose some or all of their investment; | 
|
22
| 
| our
Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance
that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably
operate such business; | 
|
| 
| we
may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business
Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company; | 
|
| 
| our
initial Business Combination and our structure thereafter may not be tax-efficient to our shareholders and Warrant holders. As a result
of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain; | 
|
Risks Relating to Acquiring or Operating a
Business in Foreign Countries
| 
| we
may not be able to complete an initial Business Combination because such initial Business Combination may be subject to regulatory review
and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign
Investment in the UnitedStates, or may be ultimately prohibited; | 
|
| 
| if
our initial Business Combinationinvolves a company organized under the laws of a state of the United States (or any subdivision
thereof), the Excise Tax could be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such
initial Business Combination; | 
|
| 
| if
we effect our initial Business Combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us; | 
|
| 
| we
may reincorporate in, or transfer by way of continuation to, another jurisdiction, which may result in taxes imposed on our shareholders
or Warrant holders. | 
|
| 
| we
may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial Business Combination,
and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal
rights; | 
|
| 
| we
are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased
both our costs and the risk ofnon-compliance; | 
|
| 
| if
our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues; | 
|
| 
| exchange
rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished; | 
|
| 
| after
our initial Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue
will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant
extent, to the economic, political and legal policies, developments and conditions in the country in which we operate; | 
|
23
Risks Relating to our Management Team
| 
| our
officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how
much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial Business
Combination; | 
|
| 
| changes
in the market for directors and officers liability insurance could make it more difficult and more expensive for us to
negotiate and complete an initial Business Combination; | 
|
| 
| we
may not have sufficient funds to satisfy indemnification claims of our directors and officers; | 
|
| 
| past
performance by our Management Team, our advisors and their respective affiliates, including investments and transactions in which they
have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in
our Company; | 
|
| 
| we
are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial Business
Combination, could adversely affect our ability to operate; | 
|
| 
| our
ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of our
key personnel, some of whom may join us following our initial Business Combination. The loss of key personnel could negatively impact
the operations and profitability of our post-combinationbusiness; | 
|
| 
| the
ownership interest of our Sponsor may change, and our Sponsor may divest its ownership interest in us before identifying a Business Combination,
which could deprive us of key personnel and advisors; | 
|
| 
| our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination,
and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may
provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts
of interest in determining whether a particular Business Combination is the most advantageous; | 
|
| 
| our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining
to which entity a particular business opportunity should be presented; | 
|
| 
| members
of our Management Team and Board of Directors have significant experience as founders, board members, officers, executives or employees
of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other
proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to
consummate an initial Business Combination; | 
|
| 
| members
of our Management Team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations
unrelated to our business; | 
|
Risks Relating to our Securities and Shareholder
Rights
| 
| to
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time
(based on our Management Teams ongoing assessment of all factors related to our potential status under the Investment Company
Act), instruct the trustee to liquidate theinvestmentsheld in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or our liquidation. As a result, following the liquidation of investments in the Trust Account, we will likely receive less interest
on the funds held in the Trust Account than we would have had the Trust Account remained as initially invested, such that our Public
Shareholders would receive less upon any redemption or liquidation of our Company than what they would have received had the investments
not been liquidated; | 
|
24
| 
| our
Public Shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their Public Shares; | 
|
| 
| if
third parties bring claims against us, the proceeds held in the Trust Account could be reduced and theper-shareredemption
amount received by Public Shareholders may be less than the Redemption Price; | 
|
| 
| our
directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in
the Trust Account available for distribution to our Public Shareholders; | 
|
| 
| the
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest
income available for payment of taxes or reduce the value of the assets held in the Trust Account such that the per-share redemption
amount received by Public Shareholders may be less than the Redemption Price; | 
|
| 
| if,
before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority
over the claims of our shareholders and theper-share amount that would otherwise be received by our Public Shareholders in connection
with our liquidation may be reduced; | 
|
| 
| if,
after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary
bankruptcy or insolvency petition is filed against us that is not dismissed, a liquidator or a bankruptcy, insolvency or other court
may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties
to us or our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages; | 
|
| 
| an
active market for our public securities may not continue, which would adversely affect the liquidity and price of our securities, and
our shareholders may have limited liquidity and trading; | 
|
| 
| since
our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial
Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public
Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under
circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may
arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination; | 
|
| 
| the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price; | 
|
| 
| Nasdaq
may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities
and subject us to additional trading restrictions; | 
|
| 
| our
Public Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances.
Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss. | 
|
25
| 
| our
Sponsor paid an aggregate of $25,000, or approximately $0.004 per Founder Share and, accordingly, our Public Shareholders experience
immediate and substantial dilution from the purchase of our ClassA Ordinary Shares; | 
|
| 
| the
nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public
Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment
in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary
Shares to materially decline; | 
|
| 
| because
we are incorporated under the laws of the Cayman Islands, our shareholders may face difficulties in protecting their interests, and their
ability to protect their rights through the U.S.Federal courts may be limited; | 
|
| 
| after
our initial Business Combination, it is possible that a majority of our directors and officers will live outside the UnitedStates
and all of our assets will be located outside the UnitedStates; therefore, shareholders may not be able to enforce federal securities
laws or their other legal rights; | 
|
| 
| provisions
in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the
future for our ClassA Ordinary Shares and could entrench Management; | 
|
| 
| our
Amended and Restated Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between
us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against
us or our directors, officers or employees; | 
|
| 
| whether
a redemption of Public Shares will be treated as a sale of such ClassA Ordinary Shares for U.S.federal income tax purposes
will depend on a shareholders specific facts; | 
|
| 
| we
may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders
of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased,
the exercise period could be shortened and the number of ClassA Ordinary Shares purchasable upon exercise of a Public Warrant could
be decreased, all without shareholder approval; | 
|
| 
| the
Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of NewYork
as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company; | 
|
| 
| a
provision of the Warrant Agreement may make it more difficult for us to consummate an initial Business Combination; | 
|
| 
| our
Warrants may have an adverse effect on the market price of our ClassA Ordinary Shares and make it more difficult to effectuate
our initial Business Combination; | 
|
| 
| because
each Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of other
SPACs; | 
|
| 
| Warrant
holders will not be permitted to exercise their Warrants unless we register and qualify the underlying Class A Ordinary Shares
or certain exemptions are available; | 
|
| 
| holders
may only be able to exercise Public Warrants on a cashless basis under certain circumstances, and if they do so, they will
receive fewer ClassA Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash; | 
|
26
| 
| holders
of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands; | 
|
| 
| the
grant of registration rights to our Sponsor, BTIG and other holders of our Private Placement Units (and their underlying securities)
may make it more difficult to complete our initial Business Combination, and the future exercise of such rights may adversely affect
the market price of our ClassA Ordinary Shares; | 
|
| 
| we
may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S.
shareholders; | 
|
| 
| we
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies; and | 
|
| 
| we
may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other
adverse effects on our Company. | 
|
For additional risks relating
to our operations, see the section titled Risk Factors contained in our (i) IPO Registration Statement, (ii) 2024 Annual
Report and (iii) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 as
filed with the SEC on May 12, 2025. As of the date of this Report, there have been no material
changes with respect to those risk factors, other than as set forth below. Any of these previously
disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional
risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.
We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
*There is substantial doubt about our ability
to continue as a going concern.*
**
In connection with our assessment
of going concern considerations under applicable accounting standards, Management has determined that our possible need for additional
financing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to
liquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from
the date the financial statements included elsewhere in this Report were issued.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
Although as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Audit Committee and provide updates on the Management Teams incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target may have been subject to, or may in the future be subject to, cybersecurity incidents. 
27
Item 2. Properties.
Our executive offices are
located at 100 Kimball Place, Suite 550, Alpharetta, GA 30009, and our telephone number is (770) 299-2201. The cost for our use of this
space is included in the $2,500 per month fee we pay to our Sponsor for certain office space, utilities and secretarial and administrative
support, pursuant to the Administrative Services Agreement; upon completion of our initial Business Combination or our liquidation, we
will cease paying these monthly fees. We consider our current office space adequate for our current operations.
Item
3. Legal Proceedings.
To the knowledge of our Management
Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity
as such, or against any of our property.
Item 4. Mine Safety Disclosures.
Not applicable.
28
PART II
Item 5. Market for Registrants Common
Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
(a) Market Information
Our Public Units, Public Shares
and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols POLEU, POLE and
POLEW, respectively. Our Public Units commenced public trading on September 6, 2024, and our Public Shares and Public Warrants
commenced separate public trading on October 28, 2024.
(b) Holders
On March 23, 2026, there
were three holders of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class
B Ordinary Shares, and one holder of record of our Warrants.
(c) Dividends
We have not paid any cash
dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our
initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors
is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any
indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.
(d) Securities Authorized for Issuance
Under Equity Compensation Plans
None.
(e) Performance Graph
As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).
(f) Recent Sales of Unregistered
Securities
There
were no sales of unregistered securities during the fiscal year covered by this Report. However, simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate
of 760,000 Private Placement Units to the Sponsor and BTIG at a purchase price of $10.00 per Private Placement Unit, generating gross
proceeds to us of $7,600,000. Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement Units and BTIG
purchased 310,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and
underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were
paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.
(g) Use of Proceeds
There
were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered
by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part
I, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November 7,
2024. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described
in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
29
(h) Purchases of Equity Securities
by the Issuer and Affiliated Purchasers
None.
Item 6. [Reserved]
Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations.
Cautionary Note Regarding
Forward-Looking Statements
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives
of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. When used in this Report, words such as may, should, could, would,
anticipate, believe, estimate, expect, intend and similar expressions,
as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Managements
current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes
thereto included elsewhere in this Report.
Overview
We are a blank check company
incorporated in the Cayman Islands on May 21, 2024 for the purpose of effecting a Business Combination. Our Sponsor is Andretti SponsorII
LLC.
We are an early stage and
emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We
expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete
a Business Combination will be successful.
Our IPO Registration Statement
became effective on September 5, 2024. On September 9, 2024, we consummated our Initial Public Offering of 23,000,000 Public Units, including
3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share
and one-half of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of
$230,000,000.
Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate
of 760,000 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement
Unit, generating gross proceeds to us of $7,600,000. Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement
Units and BTIG purchased 310,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the
Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.
Following
the closing of the Initial Public Offering and Private Placement, an amount of $231,150,000 from the net proceeds of the Initial Public
Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.
Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth
in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that
holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule
2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a
U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by the Trustee that is reasonably satisfactory
to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described
below.
30
We
have until September 9, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board
may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business
Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of
then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity
to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount
held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq
Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.
If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq.
Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a
change to our Management Team.
Recent Developments
*StoreDot Business
Combination*
On December 3, 2025, we entered
into the StoreDot BCA with (i) StoreDot, (ii) Pubco, (iii) Company Merger Sub and (iv) SPAC Merger Sub for the StoreDot Business Combination.
On February 17, 2026, we, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into the StoreDot Termination Agreement pursuant
to which the parties mutually agreed to terminate the StoreDot BCA in its entirety pursuant to Section 8.1(a) thereof. Concurrently with
the termination of the StoreDot BCA, each of the related agreements (including, but not limited to, the Voting Agreements, the Insider
Letter Amendment and the Sponsor Letter Agreement) were automatically terminated. As a result, the StoreDot BCA and related agreements
are of no further force and effect.
Results of Operations
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since May 21, 2024 (inception) through
December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying
and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as
for due diligence expenses.
For
the year ended December 31, 2025, we had net income of $8,350,365, which consisted of interest earned on marketable securities held in
Trust Account of $9,761,252, partially offset by general and administrative cost of $1,410,877.
31
For
the period from May 21, 2024 (inception) through December 31, 2024, we had net income of $3,046,826, which consisted of interest earned
on marketable securities held in Trust Account of $3,350,051, partially offset by general and administrative cost of $303,225.
Liquidity, Capital Resources and Going Concern
Following the Initial Public
Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $231,150,000 was initially placed
in the Trust Account. We incurred fees of $15,014,904 in the Initial Public Offering, consisting of $4,600,000 of cash underwriting fee,
the Deferred Fee of $9,775,000 and $639,904 of other offering costs.
As of December 31, 2025 and
2024, we had $48,469 and $798,454, respectively of cash in our operating account. As of December 31, 2025 and 2024 we had a working capital
deficit of $29,006 and working capital surplus of $855,099, respectively. As of December 31, 2025 and the period from May 21, 2024 (inception)
through December 31, 2024, $13,111,293 and approximately $3,350,051, respectively, of the amount earned on funds held in the Trust Account
was available to pay taxes, if any.
As of December 31, 2025 and
2024, we had marketable securities held in the Trust Account of $244,261,293 and $234,500,051 respectively (including approximately $9,761,242
and $3,350,051, respectively, of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to
use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account
(which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent
that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds
held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.
To mitigate the risk that
we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold
investments in the Trust Account, we may, at any time, (based on our Management Teams ongoing assessment of all factors related
to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account
and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of December 31, 2025 and 2024, we had cash held outside of the Trust Account of approximately $48,469
and $798,454, respectively. We 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.
Our liquidity needs through
December 31, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder
Shares, (ii) loans pursuant to the IPO Promissory Note and the WCL Promissory Notes, and (iii) the net proceeds from the consummation
of the Initial Public Offering and the Private Placement held outside the Trust Account.
*Working Capital Loans*
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination,
we will repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the
working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used
for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at a price of $10.00
per unit at the option of the lender. Such units and their underlying securities would be identical to the Private Placement Units, including
as to exercise price, exercisability and exercise period of the underlying warrants. Prior to the completion of our initial Business Combination,
we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. See below
for more information on the WCL Promissory Notes we issued in connection with Working Capital Loans from the WCL Payees.
32
*Promissory Notes*
Prior to the closing of our
Initial Public Offering, on May 21, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to
cover expenses related to the Initial Public Offering. On July 16, 2024, we amended the IPO Promissory Note to increase the principal
amount to $400,000. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion
of our Initial Public Offering. The loan of $$312,130 was fully repaid upon the consummation of our Initial Public Offering on September
9, 2024. No additional borrowing is available under the IPO Promissory Note.
On October 14, 2025, we issued
the WCL Promissory Notes, three separate unsecured promissory notes to each of the WCL Payees, in the agreement total principal amount
of $1,500,000. The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be
used by us for working capital purposes. The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the
consummation of the Business Combination and (ii) the date of our liquidation. In the event that we do 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 WCL Conversion Units, each consisting
of one Class A Ordinary Share and one-half of one Warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the
Business Combination. The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their
underlying securities. WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that
certain Registration Rights Agreement. A failure to pay the principal outstanding amount of the WCL Promissory Notes withinonebusinessdayof
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 December 31, 2025, the Company has borrowed $450,000 against the Notes and has $1,050,000 available for withdrawal.
*Going Concern*
**
In connection with our assessment
of going concern considerations in accordance with FASB ASC Topic 205-40, Presentation of Financial StatementsGoing Concern,
Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is
considered to be at least one year from the date that the financial statements and the notes thereto included elsewhere in this Report
are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined
that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except
for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management
plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying
amounts of assets or liabilities should we be required to liquidate after September 9, 2026. There can be no assurance that our plans
to raise capital or to consummate an initial Business Combination will be successful.
**
*Contractual Obligations*
**
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
**
*Administrative Services Agreement and Chief
Executive Officer Compensation*
Commencing on September 5,
2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $2,500 per month for
office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of December
31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we incurred and paid $30,000 and $9,250, respectively,
in fees for these services.
33
Additionally, we agreed to
pay our Chief Executive Officer $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation
or the initial Business Combination or the liquidation. As of December 31, 2025 and the period from May 21, 2024 (inception) through December
31, 2024, we incurred and paid $150,000 and $45,750, respectively, in such fees to our Chief Executive Officer.
**
*Underwriting Agreement*
We granted the Underwriters
a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments,
if any. On September 9, 2024, the Underwriters fully exercised their Over-Allotment Option.
The Underwriters were paid
a cash underwriting discount of $4,600,000 (2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally,
the Underwriters were entitled to the Deferred Fee of 4.25% of the gross proceeds of the base Initial Public Offering held in the Trust
Account, which equated to $9,775,000 in the aggregate, following the full exercise of the Over-Allotment Option. The Deferred Fee is payable
to the Underwriters upon the completion of the initial Business Combination, subject to the terms of the Underwriting Agreement.
On December 17, 2025, we entered
into the Underwriting Agreement Amendment, which is effective and conditioned upon the closing of the StoreDot Business Combination.
*Capital Markets Advisory Agreement*
**
On February 13, 2025, we entered
into the Capital Markets Advisory Agreement with an advisor to provide capital market advisory services in connection with the completion
of a Business Combination with an identified target. If a Business Combination is consummated with the identified target the advisor will
be entitled to a cash fee of $4,250,000, payable at the closing of the Business Combination. At our discretion, 50% of the fee can be
paid in the form of ordinary shares of the surviving company. Further, our Company, in our sole discretion, can pay up to an additional
$750,000 fee in connection with the advisors performance. The advisor is also entitled to reimbursement of incurred expenses that
shall not exceed $75,000.
On October 6, 2025, we amended
the Capital Markets Advisory Agreement to include an additional identified target. If a Business Combination is consummated with the additional
identified target, the advisor will be entitled to a cash fee of $3,000,000. At our discretion, 50% of the fee can be paid in the form
of ordinary shares of the surviving company. Additionally, the discretionary fee has been reduced from $750,000 to $500,000.
On December 16, 2025, we further
amended the Capital Markets Advisory Agreement and as a result, the fee as amended is contingent on the closing of the StoreDot Business
Combination.
**
*Registration Rights Agreement*
The holders of (i) the Founder
Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital
Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to
the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after
conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration
rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us
to register for resale such securities pursuant to Rule 415 under the Securities Act. BTIG may only make a demand on one occasion and
only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, BTIG may participate
in a piggy-back registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.
We will bear the expenses incurred in connection with the filing of any such registration statements.
34
*Letter Agreement*
Our Sponsor, directors and
officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within
the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within
the Combination Period.
Additionally, pursuant to
the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify
(i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100%
of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions
relating to shareholders rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay our taxes, divided by the number of then outstanding Public Shares.
Critical Accounting Estimates and Standards
The preparation of the financial
statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities,
in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain
at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be
reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing
basis. To the extent actual experience differs from the assumptions used, our financial statements and notes thereto included elsewhere
in this Report could be materially affected. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.
*Recent Accounting Standards*
**
Management does not believe
that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect
on the financial statements and notes thereto included elsewhere in this Report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 8. Financial Statements and Supplementary
Data
Reference is
made to pages F-1 through F-21 comprising a portion of this Report, which are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
35
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such
as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated
to our Management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Under the
supervision and with the participation of our Management, including our Certifying Officer, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the foregoing, our Certifying Officer concluded that our disclosure controls and procedures were effective as of December 31,
2025.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Managements Annual Report on Internal
Control over Financial Reporting
As required by SEC rules and
regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
GAAP. Our internal control over financial reporting includes those policies and procedures that:
| 
(1) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our Company, | 
|
| 
(2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,
and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and | 
|
| 
(3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements. | 
|
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2025. In making these assessments, Management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013).
Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting
as of December 31, 2025.
This Report does not include
an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging
growth company under the JOBS Act.
36
Changes in Internal Control over Financial
Reporting
There
have been no changes to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Trading Arrangements
During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule16a-1(f) promulgated under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item408(a) ofRegulation S-K. 
Additional Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
37
PART III
Item 10. Directors, Executive Officers and
Corporate Governance.
Directors and Executive Officers
As of the date of this Report,
our directors and officers are as follows:
| 
Name | 
| 
Age | 
| 
Position | |
| 
William J.Sandbrook | 
| 
68 | 
| 
Executive Chairman and Chairman of the Board of Directors | |
| 
William M.Brown | 
| 
61 | 
| 
Chief Executive Officer, Principal Financial and Accounting Officer | |
| 
Michael M.Andretti | 
| 
63 | 
| 
Special Advisor and Director | |
| 
James W.Keyes | 
| 
71 | 
| 
Director | |
| 
Cassandra S.Lee | 
| 
57 | 
| 
Director | |
| 
Gerald D.Putnam | 
| 
67 | 
| 
Director | |
| 
John J.Romanelli | 
| 
68 | 
| 
Director | |
The experience of our directors
and executive officers is as follows:
William J. (Bill) Sandbrook
has served as our Executive Chairman and the Chairman of the Board of Directors since May2024. Since 2022, Mr. Sandbrook has
served as a member of the board of directors at Imperium Development Partners, LLC, a multifamily real estate development company. Since
2023, Mr. Sandbrook has served as a member of the board of directors at Dispute Resolution AI, LLC, a technology company focusing on developing
a platform to assist parties in contractual disputes utilizing artificial intelligence. From 2021 to 2024, he was the Co-Chief Executive
Officer and the chairman of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235
million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in
Zapata. Mr.Sandbrook has extensive corporate management experience, serving as the President, Chief Executive Officer and Chairman
of the board of directors of U.S.Concrete, Inc. (NASDAQ:USCR), an American concrete, heavy construction aggregates and related-solutions
company. He joined U.S.Concrete, Inc in 2011 as President and Chief Executive Officer and spearheaded turnaround efforts, selling
off low-margin units and refocusing U.S.Concrete, Inc on its core competencies. Under Mr.Sandbrooks leadership, U.S.Concrete,
Inc. became a top producer in North America, completed more than 35 acquisitions and grew sales by nearly 3.5x. U.S.Concrete, Inc.
held leading market positions in NewYork, Philadelphia, San Francisco, Dallas-Fort Worth and Washington, D.C.During his time
leading U.S.Concrete, Inc., Mr.Sandbrook worked with Matt Brown, who was the Senior Vice President and Chief Financial Officer
from 2012 to 2015.
Additionally, in June2023,
Mr.Sandbrook joined the board of directors of Knife River Corporation (NYSE:KNF), where he is Chairman of the Nominating and
Governance Committee and is a member of the Audit Committee. In 2019, Mr.Sandbrook was elected Chairman of the National Ready-Mixed
Concrete Association and in 2018, he joined the board of directors of Comfort Systems USA, Inc. (NYSE:FIX), where he is a member
of both the Nominating and Governance Committee and the Compensation Committee.
In addition to his prior work
experience, Mr.Sandbrook was recognized for his efforts at Ground Zero after the September11th bombing of the World
Trade Center. Further, Mr.Sandbrook was named the Rockland County, NY2002 Business Leader of the Year, the Dominican College
2002 Man of the Year and the American Red Cross 2003 Man of the Year for Southern NewYork. Earlier in his career, Mr.Sandbrook
worked at Tilcon NewYork in 1992 and became President and Chief Executive Officer threeyears later. In 1996, Tilcon was acquired
by CRH PLC.
Mr.Sandbrook graduated
from the U.S.Military Academy at West Point. After receiving his Bachelor of Science in Management, he spent 13years in the
U.S.Army, where his service included a four-year tour in Germany in cavalry and engineering units, threeyears as an associate
professor in the Department of Mathematics at the U.S. Military Academy and twoyears as an army program representative to Raytheon.
Mr.Sandbrook also served as a social aide to President Ronald Reagan while teaching at the U.S.Military Academy at West Point.
In addition to his qualification as an Army Ranger, Mr.Sandbrook earned four Masters degrees while in the service. He has
received a Master of Business Administration from The Wharton School of the University of Pennsylvania, a Master of Science in Systems
Engineering from the University of Pennsylvania, a Master in Public Policy from the Naval War College and a Master of Arts in International
Relations from Salve Regina University. Mr.Sandbrook is well-qualified to serve as a director due to having over thirtyyears
of operational leadership experience, including significant experience as a Chief Executive Officer and experience as a public company
board member.
38
William M. (Matt) Brown
has served as our Chief Executive Officer and Principal Financial and Accounting Officer since May2024. Mr.Brown has deep
experience leading public and private companies, including both operating companies and special purpose acquisition companies, working
across capital markets, executing mergers and acquisitions and transforming businesses to create shareholder value. From March to October
2024, Mr.Brown served on the board of directors of Zapata. Prior to joining our company in 2024, Matt served from 2022 to 2024 as
the President and Chief Financial Officer, and from 2021 to 2022, as the Chief Financial Officer, of Andretti Acquisition Corp., a blank
check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination
with Zapata AI in March 2024 resulting in Zapata. From 2020 to 2021, he was Chief Financial Officer of Rocky Mountain Industrials, Inc.,
an early-stage aggregates and distribution logistics company focused on the Rocky Mountain region. From 2015 to 2017, Mr.Brown was
the Executive Vice President and Chief Financial Officer of Forterra, Inc., a billion-dollar manufacturer of drainage and water pipe.
From 2012 through 2015, Mr.Brown served as the Senior Vice President and Chief Financial Officer of U.S.Concrete, Inc., where
he worked together with Mr.Sandbrook. From 2007 through 2012, Mr.Brown served as the Treasurer and Executive Assistant to
the Chief Executive Officer, and from 2005 through 2007, as the Treasurer, of Drummond Company, Inc., a multibillion-dollar international
coal producer. From 1999 through 2005, Mr.Brown served in the investment banking department of Citigroup Global Markets Inc., including
as a Vice President in the basic industries coverage group. At Citigroup Global Markets Inc. Mr.Brown led both buy-side and sell-side
M&A transactions as well as capital markets offerings of a variety of debt and equity securities. From 1988 through 1997, Mr.Brown
served in the UnitedStates Navy as a SEAL Officer. He holds a Master of Business Administration degree from The Wharton School of
the University of Pennsylvania and a Bachelor of Science degree in Mechanical Engineering from the UnitedStates Naval Academy.
Michael M.Andretti
currently serves as a special advisor to us and has served as a member of our Board of Directors since May2024. From 2021 to 2024,
Mr.Andretti was the Co-Chief Executive Officer and a director of Andretti Acquisition Corp., a blank check company that raised approximately
$235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting
in Zapata. Mr.Andretti is a world-renowned race car driver. He was crowned Championship Auto Racing Teams (CART) champion
in 1991 and is now a successful team owner of many international racing efforts. Mr.Andretti has 42 race victories as a driver,
the most in the CART era and fourth-most of all time. After he retired from active racing,hewas the Chairman and Chief Executive
Officer of Andretti Global until October 2024, a team that won four INDYCAR Serieschampionships and five Indianapolis 500 races.
Twoyears after his father,
a legendary race car driver Mario Andretti, clinched the 1978 F1 World Championship, Mr.Andretti began his own racing career. He
initially competed in Formula Ford and claimed victory in the 1982 SCCA Super Vee Championship with aRaltRT5. Afterward, he
raced in Formula Atlantic in 1983 and made his debut at Le Mans in the same year, finishing third in that race. Mr.Andretti was
named Co-Rookie of the Year in the 1984 Indianapolis 500 and finished as championship runner-up in 1986. In 1991, he had a banner year,
finishing second in the Indianapolis 500 before winning the Champ Car World Series. Mr.Andretti also raced as part of McLarens
Formula One team.
After racing in the 2003 Indianapolis
500, Mr.Andretti retired from full-time INDYCAR racing and bought into Team Green which subsequently became Andretti
Green Racing. In 2009, Andretti Green Racing restructured and emerged as Andretti Autosport, with Mr.Andretti as the sole owner.
Across thoseyears, the team won the INDYCAR title on multiple occasions with Tony Kanaan in 2004, Dan Wheldon in 2005, DarioFranchittiin
2007 and Ryan Hunter-Reay in 2012.
Andretti Autosport later became
Andretti Global, a global racing institution born out of racing excellence. The team fields multiple entries in the NTT INDYCAR SERIES,
Indy NXT Presented by Firestone and IMSA.Additionally, Andretti Global operated in the ABB FIA Formula E Championship, having completed
in the worlds first race series forfully-electricFormula cars and claimed the Drivers World Championship in 2023. The
team also raced in Extreme E as Andretti Altawkilat Extreme E, having helped to further develop sustainability in racing. Overall, Andretti
Global boasted a highly impressive track record of over 260 total race wins, four INDYCAR SERIES championships, three INDY NXT titles,
one Indy Pro 2000 and one USF2000 championship, alongside five Indy 500 victories. In 2018, Mr.Andretti began a collaboration with
Ryan Walkinshaws Walkinshaw Racing and Zak Browns UnitedAutosportsto create Walkinshaw Andretti United.
39
Mr.Andretti has extensive
business experience through his time running Andretti Global, as well as through personal business ventures. Before its buyout in October
2024, Andretti Global successfully gained support from a vast portfolio of world class brands that serve as sponsors. In 2018, U.S.Concrete,
Inc. announced a partnership with the race team. Andretti Global leveraged a long-term relationship with then-Chief Executive Officer
Mr.Sandbrook to team up for Marco Andrettis INDYCAR races as primary sponsor. Mr.Andretti has also owned various car
dealerships,Speedmartstores, car washes, powersport stores and an apparel line throughout his business career. Mr.Andretti
is well-qualified to serve as a director due to his experience in founding and leading businesses, including as a Chief Executive Officer,
as well as his knowledge of the automotive and motorsport sectors and his history of pursuing the integration of new technologies in motorsports.
James W. (Jim) Keyes
has served as a member of our Board of Directors since September 2024. Mr. Keyes has over 30years of experience in retail, consumer
products and aerospace. Mr.Keyes has been the Chairman of the board of directors of Key Development, LLC since 2005. Mr.Keyes
formerly served as the Chairman of the board of directors of Wild Oats Marketplace, a producer of natural and organic food. During his
time at Wild Oats Marketplace, it developed a strategic partnership with Walmart. Previously, he served in roles of the Chairman of the
board of directors and Chief Executive Officer at Blockbuster, where he helped Blockbuster survive the financial market collapse in 2008
through a successful restructuring and sale to Dish Networks. Prior to that, Mr.Keyes spent over 20years in executive roles
at 7-Eleven, Inc., including as Global President and Chief Executive Officer from 2000 to 2005. Mr.Keyes also served in various
roles at CITGO Petroleum and Gulf Oil Corporation. Mr. Keyes also served as a member of the board of directors of Andretti Acquisition
Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business
combination with Zapata AI in March 2024 resulting in Zapata. Mr.Keyes received a Master of Business Administration from Columbia
Business School and a Bachelors degree from College of the Holy Cross. Mr.Keyes has been awarded with the Horatio Alger Award
in 2005 and the Ellis Island Medal of Honor in 2008. Mr.Keyes currently serves on the board of directors for Murphy USA (NYSE:MUSA)
and has served on a number of philanthropic boards, including the American Red Cross and the Education is Freedom foundation. Mr.Keyes
is well-qualified to serve as a director due to his extensive experience as a business leader, including as a Chief Executive Officer,
his experience as a public company director, and his industry knowledge in the consumer and retail sectors.
Cassandra S. (Cassie) Lee
has served as a member of our Board of Directors since September 2024. Ms. Lee is an experienced financial leader with extensive experience
in the technology industry. Ms. Lee currently serves as Senior Vice President and CFO for AT&Ts (NYSE: T) Mobility and Consumer
Wireline Segments. She previously served as AT&Ts Global Chief Audit Executive responsible for identifying and ensuring that
material risk was properly mitigated. Over three decades with AT&T she has gained deep experience in all areas of the telecommunications
industry both operational and financial. Ms. Lee currently serves on the board of directors of NiSource Inc. (NYSE: NI), one of the countrys
largest fully regulated utility company. Ms. Lee also served as a member of the board of directors of Andretti Acquisition Corp., a blank
check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination
with Zapata AI in March 2024 resulting in Zapata. Ms. Lee earned a Bachelor of Professional Accountancy degree from Mississippi State
University and is a member of the Mississippi Society of Certified Public Accountants. Ms. Lee served in the Mississippi Army National
Guard and is a U.S. Army Veteran. Ms. Lee is well-qualified to serve as a director due to her experience as a financial and accounting
leader, including in public company compliance, with an extensive knowledge of the telecommunications sector.
40
Gerald (Jerry) D. Putnam
has served as a member of our Board of Directors since September 2024. Mr. Putnam has decades of experience in the financial services
industry, both in management roles and on corporate boards of directors. Since July 2020, Mr. Putnam has been a member of the board of
directors of MIYO Health, a technology company providing mental health solutions. He also has served as a member of the board of directors
of Product Ventures, Ltd., a brand design company since June 2024. Mr. Putnam also served as a member of the board of directors of Andretti
Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed
its business combination with Zapata AI in March 2024 resulting in Zapata. Mr.Putnam served as the Chairman of the board of directors
and Chief Executive Officer of TruMarx Data Partners Inc. from 2011 to 2012. Prior to that, he was the Senior Advisor of Corporate Strategy,
Technology Integration and Derivative Products of NYSE Euronext Inc. from 2007 until 2008 and the President and Co-Chief Operating Officer
of NYSE Euronext Inc. from 2006 to 2007. Prior to the merger of NYSE Group, Inc. and Euronext, Mr.Putnam was the President and Co-Chief
Operating Officer of NYSE Group, Inc. from 2006 to 2007. A highly successful entrepreneur, he founded Archipelago Holdings, an electronic
communications network, in 1997. Mr.Putnam served as the Chief Executive Officer and the Chairman of the board of directors of Archipelago
Holdings, leading a $150million initial public offering in 2004 and the sale of the company to the NYSE in 2006 for approximately
$9billion. Before founding Archipelago Holdings, Mr.Putnam founded Terra Nova Financial, LLC and served as the President from
1994 until 1999. He has served on multiple boards of directors, including Securities Industry Automation Corporation, OptionsHouse LLC,
Greenplum, Inc., FX Alliance, LLC, TruMarx Data Partners, Inc. and MediaCrossing. In recognition of his many accomplishments, Mr.Putnam
was selected as one of Time Magazines innovators of the 21st century and was a recipient of the Chicago Innovation Visionary
Award. Mr.Putnam received his undergraduate degree from The Wharton School of the University of Pennsylvania. Mr.Putnam is
well-qualified to serve as a director due to his background in founding and growing businesses, including as a Chief Executive Officer,
his experience as a corporate director, and his knowledge of the financial services and technology sectors.
John J.Romanelli
has served as a member of our Board of Directors since September 2024. Mr. Romanelli is an experienced corporate finance executive with
transactional and client coverage experience, and has advised boards of directors, chief executive officers and chief financial officers
on a wide variety of strategic and financial matters. Mr.Romanelli is skilled with respect to initial public offerings, acquisition
financing, messaging and investor relations and strategic transactions. Additionally, he possesses a keen understanding of participants
in the special purpose acquisition companies market and public company governance and responsibilities. Mr.Romanelli currently serves
as a member of the Advisory Board of #1 Cochran Group, an automobile retail company. Since 2007, Mr.Romanelli has served as the
Founder and Managing Partner at Seahawk Advisory Corp., an advisory boutique firm. He has advised private and public companies on a variety
of strategic and financial transactions, including restructuring, M&A, investor relations strategies, growth capital and strategies,
capital structure and strategic alternatives. At Seahawk Advisory Corp. Mr.Romanelli worked on a wide range of issues and transactions
with Mr.Sandbrook, including numerous acquisitions. Prior to Seahawk Advisory Corp., Mr.Romanelli was a Senior Managing Director
in the Strategic Finance group at Bear Stearns& Co., and he spent over 20years in investment banking at Bear Stearns&
Co., The First Boston Corporation/Credit Suisse First Boston and Prudential-Bache Securities. Mr. Romanelli also served as a member of
the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public
offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr.Romanelli holds
a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania and a Bachelor of Business Administration
in Finance from the University of Notre Dame. He founded Connacht Whiskey Company, based in Ireland. Mr.Romanelli is well-qualified
to serve as a director due to his experience as a leader in finance sector, including his extensive transaction experience in financing
and mergers and acquisitions.
Special Advisor
Mario Andretti currently
serves as a special advisor to us and is a member of our Sponsor. Mr.Mario Andretti is a legendary figure in the history of motorsports.
He took the checkered flag 111 times during his careera career that stretched five decades across six continents. In
INDYCAR competition alone, he is the all-time record holder for race starts with 407, the all-time lap leader with 7,587, and second all-time
in Indy car pole positions won with 67. His52INDYCAR victories is third on the all-time list. He has been inducted into 20
Halls of Fame and is still the only driver to have achieved the racing trifecta: winning the Daytona 500 in 1967, Indy 500 in 1969 and
the Formula One World Championship in 1978. He is a four-time Indy car season champion, a winner of the IROC title, National Dirt Track
Championship, and a three-time winner of the 12Hours of Sebring.
In recognition of his achievements,
Mr.Mario Andretti was knighted by his native Italy as*Commendatore*and the Library of Congress in Washington, DC
honored him as one of its*Living Legends*.
41
Mr.Mario Andretti retired
from full-time active competition at the end of 1994 but remains involved in motorsports. He continues to work with Bridgestone/Firestone
and MagnaFlow as spokesman, is Vice Chairman of the Andretti Winery and has his name on Andretti Indoor Karting& Games.
Mario
Andretti (i)assists us in sourcing and negotiating with potential business combination targets, (ii)provides business insights
when we assess potential business combination targets and (iii)upon our request, provides business insights as we work to create
additional value in the businesses that we acquire. In this regard, he fulfills some of the same functions as members of our board of
directors. However, he has no written advisory agreement with us. Moreover, our special advisor is not be under any fiduciary obligations
to us nor does he perform board or committee functions, nor does he have any voting or decision-making capacity on our behalf. He is also
not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which members of our
board of directors are subject. Accordingly, if our special advisor becomes aware of a business combination opportunity which is suitable
for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), he will honor his
fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such
entity rejects the opportunity. We may modify or expand our roster of special advisors as we source potential business combination targets
or create value in businesses that we may acquire.
We
believe our Management Team has the skills and experience to identify, evaluate and consummate a Business Combination and is positioned
to assist businesses we acquire. However, our Management Teams network of contacts, and its investing and operating experience,
do not guarantee a successful initial Business Combination. Most members of our Management Team are not required to devote any significant
amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will
continue in their respective roles, or in any other role, after our initial Business Combination, and their expertise may only be of benefit
to us until we complete our initial Business Combination. Past performance by our Management Team is not a guarantee of success with respect
to any Business Combination we may consummate.
*Family Relationships*
Other than as set forth below,
no family relationships exist between any of our directors, executive officers, or advisor:
| 
| Mario
Andretti, our advisor, is the father of Michael M. Andretti, our special advisor and a member of our Board of Directors. | 
|
*Involvement in Certain Legal Proceedings*
There are no material proceedings
to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or
integrity of any director or officer.]
Number and Terms of Office of Officers and
Directors
Our Board of Directors consists
of six members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except
for those directors appointed prior to our first annual general meeting) serving a three-yearterm. In accordance with Nasdaq corporate
governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following
our listing on Nasdaq.
The term of office of the
first class of directors, which consists of James W.Keyes and John J.Romanelli, will expire at our first annual general meeting.
The term of office of the second class of directors, which consists of Michael M.Andretti, Cassandra S.Lee and Gerald D.Putnam,
will expire at the second annual general meeting. The term of office of the third class of directors, which consists of William J.Sandbrook,
will expire at the third annual general meeting.
Prior to the closing of our
initial Business Combination, only holders of our ClassB Ordinary Shares are entitled to vote on (i) the appointment and removal
of directors and (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to
amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by
way of continuation in a jurisdiction outside the Cayman Islands). Our Public Shareholders are not entitled to vote on such matters during
such time. These provisions of our Amended and Restated Articles relating to these rights of holders of ClassB Ordinary Shares may
be amended by a Special Resolution of the holders of Class B Ordinary Shares.
42
Our officers are appointed
by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of
Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.
Committees of the Board of Directors
Our
Board of Directors has two standing committees: the Audit Committee and the Compensation Committee. Subject to phase-in rules, the Nasdaq
Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
**
*Audit Committee*
**
We
have established the Audit Committee of the Board of Directors.Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli serve as
the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit
Committee, all of whom must be independent. Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli are each independent.
Cassandra S.Lee serves
as the chairwoman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined
that Cassandra S.Lee qualifies as an audit committee financial expert as defined in applicable SEC rules.
We
have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including:
| 
| assisting
Board oversight of (1)the integrity of our financial statements, (2)our compliance with legal and regulatory requirements,
(3)our independent registered public accounting firms qualifications and independence, and (4)the performance of our
internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and
oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm
engaged by us; | 
|
| 
| pre-approvingall
audit and non-auditservices to be provided by the independent registered public accounting firm or any other registered public
accounting firm engaged by us, and establishing pre-approvalpolicies and procedures; reviewing and discussing with the independent
registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate
their continued independence; | 
|
| 
| setting
clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least
annually, from the independent registered public accounting firm describing (1)the independent registered public accounting firms
internal quality-controlprocedures and (2)any material issues raised by the most recent internal quality-controlreview,
or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding fiveyears respecting one or more independent audits carried out by the firm and any steps taken
to deal with such issues; | 
|
| 
| meeting
to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent
registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis
of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed
pursuant to Item404 of RegulationS-Kpromulgated by the SEC prior to us entering into such transaction; | 
|
43
| 
| reviewing
with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or
compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports
that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards
or rules promulgated by the FASB, the SEC or other regulatory authorities; and | 
|
| 
| advising
the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement
restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to
be listed on an exchange and subject to the SEC Clawback Rule; and | 
|
| 
| implementing
and overseeing our cybersecurity and information security policies, and periodically review the policies and managing potential cybersecurity
incidents. | 
|
**
*Compensation Committee*
**
We
have established the Compensation Committee of our Board of Directors. The members of our Compensation Committee are JamesW.Keyes
and Gerald D.Putnam. Gerald D.Putnam serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable
SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. James W.Keyes
and Gerald D.Putnam are each independent.
We
have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:
| 
| reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating
our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer based on such evaluation; | 
|
| 
| reviewing
and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based
plans that are subject to board approval of all of our other officers; | 
|
| 
| reviewing
our executive compensation policies and plans; | 
|
| 
| implementing
and administering our incentive compensation equity-basedremuneration plans; | 
|
| 
| assisting
Management in complying with our proxy statement and annual report disclosure requirements; | 
|
| 
| approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees; | 
|
| 
| producing
a report on executive compensation to be included in our annual proxy statement; | 
|
| 
| reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors; and | 
|
| 
| advising
the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement
restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance
of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. | 
|
44
The
charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation
Committee will consider the independence of each such adviser, including the factors required by the Nasdaq Rules and the SEC.
Director Nominations 
We do not have a standing
nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the
Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director
nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry
out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who participate in the consideration and recommendation of director nominees are Ms. Cassandra S. Lee and Messrs. James
W. Keyes, Gerald D. Putnam, and John J. Romanelli. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
The Board of Directors also
considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to
stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that
wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated
Articles.
We have not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge
of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination
to our Board of Directors.
Code of Ethics
We have adopted the Code of
Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant
any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable
SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our
website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references
to our website are intended to be inactive textual references only.
The foregoing description
of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,
a copy of which is attached hereto as Exhibit 14.
Trading Policies
On September 5, 2024, we adopted
the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,
which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.
The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.
45
Item 11. Executive Compensation.
As
of the date of this Report, none of our executive officers or directors have received any cash compensation for services rendered to us,
other than William M. Brown, our Chief Executive Officer, who receives $12,500 per month for his services as Chief Executive Officer.
As of December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we incurred and paid $150,000 and
$45,750, respectively, in such fees to our Chief Executive Officer.
Our
Audit Committee reviews on a quarterly basis all payments that are made to our Sponsor, executive officers or directors, or our or their
affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than
quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or
payments to our directors and executive officers for their out-of-pocketexpenses incurred in connection with our activities on our
behalf in connection with identifying and consummating an initial Business Combination.
We
are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors,
or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination,
including the following payments, all of which, if made prior to the completion of our initial Business Combination, are paid fromfunds
held outside the Trust Account:
| 
| Repayment
of up to an aggregate of $400,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to
the IPO Promissory Note. As of December 31, 2025, the IPO Promissory Note had been paid in full and borrowings under the IPO Promissory
Note are no longer available; | 
|
| 
| Payment
to William M.Brown, our Chief Executive Officer, $12,500 per month for his services as Chief Executive Officer, for up to 24 months
from the Initial Public Offering, commencing on the closing of the Initial Public Offering; upon completion of our initial Business Combination
or our liquidation, we will cease paying these monthly fees; | 
|
| 
| Reimbursement
for office space, utilities and secretarial and administrative support made available to us by our Sponsor, in an amount equal to $2,500
per month pursuant to the Administrative Service Agreement; | 
|
| 
| Payment
of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation
of our initial Business Combination; | 
|
| 
| We
may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination
and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable
transactions; | 
|
| 
| Reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and | 
|
| 
| Repayment
of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance
transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be
convertible into WCL Conversion Units. Such WCL Conversion Units (and underlying securities) would be identical to the Private Placement
Units (and underlying securities). As of December 31, 2025, the Company has borrowed $450,000 against the Notes and has $1,050,000 available
for withdrawal. | 
|
After
the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination.
46
We
have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.
It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of
the post-combinationbusiness will be responsible for determining executive officer and director compensation. Any compensation to
be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.
We
do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation
of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our Managements motivation in identifying or selecting
a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business
Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements
with our executive officers and directors that provide for benefits upon termination of employment.
*Compensation Recovery and Clawback Policy*
On September 4, 2024, our
Board of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as
set forth in Nasdaq Listing Rule 5608. At no time during the fiscal year covered by this Report
were we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback
Policy, a copy of which is attached hereto as Exhibit 97.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 24, 2026 based on information
obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
| 
| each
person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares; | 
|
| 
| each
of our executive officers and directors that beneficially owns our Ordinary Shares; and | 
|
| 
| all
our executive officers and directors as a group. | 
|
In
the table below, percentage ownership is based on 29,510,000 shares of our Ordinary Shares, consisting of (i) 23,760,000 Class A Ordinary
Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 24, 2026. On all matters to be voted upon, except
for (x) the appointment and removal of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands,
holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable
law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion
of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently,
all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.
47
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants
as such Private Placement Warrants are not exercisable within 60days of the date of this Report.
| 
| | 
ClassA Ordinary Shares | | | 
ClassB Ordinary Shares | | | 
Approximate
Percentageof | | |
| 
Name and Address of Beneficial Owner (1) | | 
Number of Shares Beneficially Owned | | | 
Approximate Percentageof
Class | | | 
Numberof Shares Beneficially Owned | | | 
Approximate Percentageof
lass | | | 
Total Outstanding Ordinary Shares | | |
| 
Andretti Sponsor II LLC (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| 19.49 | % | |
| 
William J. Sandbrook (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| 19.49 | % | |
| 
William M. Brown (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| | | |
| 
Michael M. Andretti (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| | | |
| 
Mario Andretti (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| | | |
| 
James W. Keyes | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Cassandra S. Lee | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Gerald D. Putnam | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
John J. Romanelli | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
All executive officers, directors and advisor as a group (8 individuals) (2)(3) | | 
| | | | 
| | | | 
| 5,750,000 | | | 
| 100.00 | % | | 
| 19.49 | % | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Other 5% Shareholders | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Goldman Parties (4) | | 
| 1,739,089 | | | 
| 7.32 | % | | 
| | | | 
| | | | 
| 5.89 | % | |
| 
AQR Parties (5) | | 
| 1,520,933 | | | 
| 6.40 | % | | 
| | | | 
| | | | 
| 5.15 | % | |
| 
Magnetar Parties (6) | | 
| 1,400,000 | | | 
| 5.89 | % | | 
| | | | 
| | | | 
| 4.74 | % | |
| 
Polar Asset Management Partners Inc. (7) | | 
| 1,250,000 | | | 
| 5.26 | % | | 
| | | | 
| | | | 
| 4.24 | % | |
| 
Barclays PLC (8) | | 
| 1,192,484 | | | 
| 5.02 | % | | 
| | | | 
| | | | 
| 4.04 | % | |
| 
* | 
Less than 1% | |
| 
| 
| |
| 
(1) | 
Unless otherwise noted, the business address of each of the following entities or individuals is 100 Kimball Place, Suite 550, Alpharetta, Georgia 30009. | |
| 
| 
| |
| 
(2) | 
Interests shown consist solely of Founder Shares, classified as ClassB Ordinary Shares. Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into ClassA Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment. | |
| 
| 
| |
| 
(3) | 
Andretti Sponsor II LLC, our Sponsor, is the record holder of such Class B Ordinary Shares. There are four managing members of our Sponsor, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown. The approval of managing members holding at least 50% of the economic interests of our Sponsor held by such persons is required to approve an action. All of our officers, directors and our advisors are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Each independent director indirectly holds 25,000 Founder Shares, except for Cassandra S. Lee who indirectly holds 30,000 Founder Shares, through membership interests in our Sponsor. | |
| 
| 
| |
| 
(4) | 
According to a Schedule 13G filed with the SEC on February 13, 2025 by (i) The Goldman Sachs Group, Inc., a Delaware corporation (GS Group) and (ii) Goldman Sachs & Co. LLC, a New York limited liability company (Goldman Sachs, and together with GS Group, the Goldman Parties). The Public Shares reported as being held by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs, a broker or dealer and an investment adviser. Goldman Sachs is a subsidiary of GS Group. The principal business address of each of the Goldman Parties is 200 West Street, New York, New York 10282. | |
| 
(5) | 
According to a Schedule 13G/A filed with the SEC on February 13, 2025 by (i) AQR Capital Management, LLC, a Delaware limited liability company (AQR), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (AQR Holdings), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings the AQR Parties). The principal business address of each of the AQR Parties is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830. | |
48
| 
(6) | 
According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware limited liability company (Magnetar Financial), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (Magnetar Capital Partners), (iii) Supernova Management LLC, a Delaware limited liability company (Supernova Management), and (iv) David J. Snyderman, a citizen of the United States (Mr. Snyderman, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the Magnetar Parties), in connection with Public Shares held for the following funds (collectively, the Magnetar Funds) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr.Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13thFloor, Evanston,Illinois 60201. | |
| 
(7) | 
According to a Schedule 13G/A filed with the SEC on August 14, 2025, by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (Polar). Polar serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (PMSMF) with respect to the Public Shares directly held by PMSMF. The principal business address for Polar is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6, Canada. | |
| 
| 
| |
| 
(8) | 
According to a Schedule 13G filed with the SEC on February 11, 2026 by Barclays PLC. The principal business address of Barclays PLC is 1 Churchill Place, London - E14 5HP. | |
Securities Authorized for Issuance under Equity
Compensation Plans
None.
Changes in Control
None.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
On
May 24, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of
5,750,000 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the
Initial Public Offering would be a maximum of 23,000,000 Public Units if the Over-Allotment Option was exercised in full, and therefore
that such Founder Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public Offering (not including
the Private Placement Shares). Of the 5,750,000 Founder Shares outstanding, up to 750,000 Founder Shares were subject to forfeiture to
the extent Over-Allotment Option was not exercised in full or in part. On September 9, 2024, the Underwriters exercised the Over-Allotment
Option in full, so those 750,000 Founder Shares are no longer subject to forfeiture.
Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, our Sponsor and BTIG
purchased 760,000 Private Placement Units at $10.00 per Private Placement Unit for an aggregate purchase price of $7,600,000 in the Private
Placement. Of those 760,000 Private Placement Units, our Sponsor purchased 450,000 Private Placement Units and BTIG purchased 310,000
Private Placement Units. The Private Placement Units (and the underlying securities) are identical to the Public Units (and the underlying
securities), subject to certain limited exceptions as described in the IPO Registration Statement. The Private Placement Units, Private
Placement Shares and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement
Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our
initial Business Combination, (ii) are entitled to registration rights, and (iii) with respect to the Private Placement Warrants contained
in the Private Placement Units held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of
sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).
49
We
currently utilize office space at 100 Kimball Place, Suite 550, Alpharetta, GA 30009 from our Sponsor. Pursuant to the Administrative
Services Agreement, we reimburse our Sponsor $2,500 per month for certain office space, utilities and secretarial and administrative support
provided to members of our Management Team. Upon completion of our initial Business Combination or our liquidation, we will cease paying
these monthly fees. As of December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we incurred and paid
$30,000 and $9,250, respectively, in such fees pursuant to the Administrative Services Agreement.
In
addition, we pay William M. Brown, our Chief Executive Officer, $12,500 per month for his services as Chief Executive Officer, for up
to 24 months from the Initial Public Offering. Upon completion of our initial Business Combination or our liquidation, we will cease paying
these monthly fees. As of December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024, we incurred and paid
$150,000 and $45,750, respectively, in such fees to our Chief Executive Officer.
Our
Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business
Combinations. Our Audit Committee reviews, on a quarterly basis, all payments that are made to our Sponsor, officers, directors or our
or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.
Prior to the closing of our
Initial Public Offering, on May 21, 2024, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to
cover expenses related to the Initial Public Offering. On July 16, 2024, we amended the IPO Promissory Note to increase the principal
amount to $400,000. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion
of our Initial Public Offering. The loan of $$312,130 was fully repaid upon the consummation of our Initial Public Offering on September
9, 2024. No additional borrowing is available under the IPO Promissory Note.
In
addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required
on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that
the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such
Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital
Loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. Such units and their
underlying securities would be identical to the Private Placement Units, including as to exercise price, exercisability and exercise period
of the underlying warrants. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other
than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our Trust Account.
On October 14, 2025, we issued
the WCL Promissory Notes, three separate unsecured promissory notes to each of the WCL Payees, in the agreement total principal amount
of $1,5000,000. The proceeds of the WCL Promissory Notes, which may be drawn from time to time prior to the WCL Maturity Date, will be
used by us for working capital purposes. The WCL Promissory Notes bear no interest and are due and payable upon the earlier of (i) the
consummation of the Business Combination and (ii) the date of our liquidation. In the event that we do 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 WCL Conversion Units, each consisting
of one Class A Ordinary Share and one-half of one Warrant, at a conversion price of $10.00 per WCL Conversion Unit, on the date of the
Business Combination. The WCL Conversion Units and their underlying securities shall be identical to the Private Placement Units and their
underlying securities. WCL Conversion Units and their underlying securities are entitled to the registration rights set forth in that
certain Registration Rights Agreement. A failure to pay the principal outstanding amount of the WCL Promissory Notes withinonebusinessdayof
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 December 31, 2025, the Company has borrowed $450,000 against the Notes and has $1,050,000 available for withdrawal.
50
Any
of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial
Business Combination have been and will continue to be made using funds held outside the Trust Account.
After
our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from
the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation
or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known
at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination,
as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We
have entered into the Registration Rights Agreement, with respect to the Founder Shares, Private Placement Units and any WCL Conversion
Units (and any underlying securities issued thereunder). Pursuant to the Registration Rights Agreement, holders of such securities have
registration rights to require us to register a sale of any of its securities held by them. The holders of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back
registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding
anything to the contrary, BTIG may only make a demand on one occasion and only during the five-yearperiod beginning on the date
the sales for the Initial Public Offering commenced. In addition, BTIG may participate in a piggy-back registration only
during the seven-yearperiod beginning on the date the sales for the Initial Public Offering commenced. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Our Sponsor, directors and
officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within
the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our
initial Business Combination within the Combination Period.
Additionally, pursuant to
the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify
(i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100%
of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions
relating to shareholders rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares.
Director Independence
Nasdaq Rules require that
a majority of our Board of Directors be independent within one year of our Initial Public Offering. An independent director
is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
Our Board of Directors has determined that each of Ms. Cassandra S. Lee and Messrs., James W. Keyes, Gerald D. Putnam, and John J. Romanelli
are independent directors as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
51
Item 14*.* Principal Accountant Fees and
Services.
The following is a summary
of fees paid or to be paid to Withum for services rendered.
Audit Fees
Audit fees consist of the
aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided
by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the (i) audit of
our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and
other required filings with the SEC for the year ended December 31, 2025 and the period from May 21, 2024 (inception) through December
31, 2024 totaled approximately $80,600 and $91,520, respectively. The above amounts include interim procedures and audit fees, as well
as attendance at Audit Committee meetings.
Audit-Related Fees
Audit-related fees consist
of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under Audit Fees. These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related
fees for the year ended December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024.
Tax Fees
Tax
fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.
We did not pay Withum for tax services, planning or advice for the year ended December 31, 2025 and the period from May 21, 2024 (inception)
through December 31, 2024.
**
All Other Fees 
All
other fees consist of the aggregate fees billed for all other services. We did not pay Withum for any other services for
the year ended December 31, 2025 and the period from May 21, 2024 (inception) through December 31, 2024.
Pre-Approval Policy
Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the
audit).
52
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| 
(a) | The
following documents are filed as part of this Report: | 
|
| 
(1) | Financial Statements | 
|
| 
| 
Page | 
|
| 
| 
| 
|
| 
Report
of Independent Registered Public Accounting Firm (PCAOB ID Number 100) | 
F-2 | 
|
| 
| 
| 
|
| 
Financial
Statements: | 
| 
|
| 
| 
| 
|
| 
Balance
Sheets as of December 31, 2025 and 2024 | 
F-3 | 
|
| 
| 
| 
|
| 
Statements
of Operations for the year ended December 31, 2025 and for the period from May 21, 2024 (Inception) Through December 31, 2024 | 
F-4 | 
|
| 
| 
| 
|
| 
Statements
of Changes in Shareholders Deficit for the year ended December 31, 2025 and for the period from May 21, 2024 (Inception) Through
December 31, 2024 | 
F-5 | 
|
| 
| 
| 
|
| 
Statements
of Cash Flows for the year ended December 31, 2025 and for the period from May 21, 2024 (Inception) Through December 31, 2024 | 
F-6 | 
|
| 
| 
| 
|
| 
Notes
to Financial Statements | 
F-7
to F-21 | 
|
| 
(2) | Financial
Statement Schedules | 
|
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes thereto beginning on page F-1 of this Report.
| 
(3) | Exhibits | 
|
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
Item 16. Form 10-K Summary.
Omitted at our Companys
option.
53
ANDRETTI ACQUISITION CORP. II
INDEX TO FINANCIAL STATEMENTS
| 
Report of Independent Registered
Public Accounting Firm (PCAOB ID 100) | 
F-2 | |
| 
| 
| |
| 
Financial Statements: | 
| |
| 
Balance Sheets as of December 31, 2025 and 2024 | 
F-3 | |
| 
Statements of Operations for the year ended December
31, 2025 and for the period from May 21, 2024 (Inception) Through December 31, 2024 | 
F-4 | |
| 
Statements of Changes in Shareholders Deficit
for the year ended December 31, 2025 and for the period from May 21, 2024 (Inception) Through December 31, 2024 | 
F-5 | |
| 
Statements of Cash Flows for the year ended December
31, 2025 and for the period from May 21, 2024 (Inception) Through December 31, 2024 | 
F-6 | |
| 
Notes to Financial Statements | 
F-7 to F-21 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of
Andretti Acquisition Corp. II
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Andretti Acquisition Corp. II as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders deficit, and cash flows for the year ended December 31, 2025 and for the period from May 21, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of Andretti Acquisition Corp. II as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 21, 2024 (inception) through December 31, 2024, in conformity with the Generally Accepted Accounting Principles.
Going Concern
**
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after September 9, 2026. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Andretti Acquisition Corp. II in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Andretti Acquisition Corp. II is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC 
We have served as Andretti Acquisition Corp. IIs auditor since 2024.
New York, New York 
March 24, 2026
PCAOB ID Number 100 
F-2
ANDRETTI ACQUISITION CORP. II
BALANCE SHEETS
| 
| | 
December 31, | | | 
December31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
ASSETS | | 
| | | 
| | |
| 
Current assets | | 
| | | 
| | |
| Cash | | $ | 48,469 | | | $ | 798,454 | | |
| Prepaid expenses | | | 113,584 | | | | 132,201 | | |
| Total current assets | | | 162,053 | | | | 930,655 | | |
| Long-term prepaid insurance | | | | | | | 76,772 | | |
| Marketable securities held in Trust Account | | | 244,261,293 | | | | 234,500,051 | | |
| TOTAL ASSETS | | $ | 244,423,346 | | | $ | 235,507,478 | | |
| 
LIABILITIES AND SHAREHOLDERS DEFICIT | | 
| | | | 
| | | |
| 
Current liabilities | | 
| | | | 
| | | |
| Accrued expenses | | $ | 191,059 | | | $ | 75,556 | | |
| Total current liabilities | | | 191,059 | | | | 75,556 | | |
| Convertible note - related party | | | 450,000 | | | | | | |
| Deferred underwriting fee payable | | | 9,775,000 | | | | 9,775,000 | | |
| TOTAL LIABILITIES | | | 10,416,059 | | | | 9,850,556 | | |
| 
| | 
| | | | 
| | | |
| COMMITMENTS AND CONTINGENCIES (Note 6) | | | | | | | | | |
| 
| | 
| | | | 
| | | |
| ClassA ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.62 and $10.20 per share at December 31, 2025 and 2024, respectively | | | 244,261,293 | | | | 234,500,051 | | |
| 
| | 
| | | | 
| | | |
| 
SHAREHOLDERS DEFICIT | | 
| | | | 
| | | |
| Preferred shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and 2024 | | | | | | | | | |
| ClassA ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding at December 31, 2025 and 2024 (excluding 23,000,000 shares subject to possible redemption) | | | 76 | | | | 76 | | |
| ClassB ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000shares issued and outstanding at December 31, 2025 and 2024 | | | 575 | | | | 575 | | |
| Additional paid-in capital | | | | | | | | | |
| Accumulated deficit | | | (10,254,657 | ) | | | (8,843,780 | ) | |
| TOTAL SHAREHOLDERS DEFICIT | | | (10,254,006 | ) | | | (8,843,129 | ) | |
| TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | | $ | 244,423,346 | | | $ | 235,507,478 | | |
The accompanying notes are an integral part of
these financial statements.
F-3
ANDRETTI ACQUISITION CORP. II
STATEMENTS OF OPERATIONS
| 
| | 
Forthe
Year
Ended
December31, | | | 
Forthe
Period from
May 21,
2024(Inception)
Through
December 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| Formation and general and administrative costs | | $ | 1,410,877 | | | $ | 303,225 | | |
| Loss from operations | | | (1,410,877 | ) | | | (303,225 | ) | |
| 
| | 
| | | | 
| | | |
| 
Other income: | | 
| | | | 
| | | |
| Interest earned on marketable securities held in Trust Account | | | 9,761,242 | | | | 3,350,051 | | |
| Total other income | | | 9,761,242 | | | | 3,350,051 | | |
| 
| | 
| | | | 
| | | |
| Net income | | $ | 8,350,365 | | | $ | 3,046,826 | | |
| 
| | 
| | | | 
| | | |
| Weighted average shares outstanding, Class A redeemable ordinary shares | | | 23,000,000 | | | | 11,602,679 | | |
| Basic net income per share, Class A redeemable ordinary shares | | $ | 0.28 | | | $ | 0.18 | | |
| 
| | 
| | | | 
| | | |
| Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares | | | 6,510,000 | | | | 5,694,777 | | |
| Basic net income per share, Class A and Class B non-redeemable ordinary shares | | $ | 0.28 | | | $ | 0.18 | | |
| 
| | 
| | | | 
| | | |
| Weighted average shares outstanding, Class A redeemable ordinary shares | | | 23,000,000 | | | | 11,602,679 | | |
| 
| | 
| | | | 
| | | |
| Diluted net income per share, Class A redeemable ordinary shares | | $ | 0.28 | | | $ | 0.17 | | |
| 
| | 
| | | | 
| | | |
| Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares | | | 6,510,000 | | | | 5,929,152 | | |
| Diluted net income per share, Class A and B non-redeemable ordinary shares | | $ | 0.28 | | | $ | 0.17 | | |
The accompanying notes are an integral part of
these financial statements.
F-4
ANDRETTI ACQUISITION CORP. II
STATEMENTS OF CHANGES IN SHAREHOLDERS
DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025 AND
FOR THE PERIOD FROM MAY 21, 2024
(INCEPTION) THROUGH DECEMBER 31, 2024
| 
| | 
Class A Ordinary Shares | | | 
Class B Ordinary Shares | | | 
Additional Paid-in | | | 
Accumulated | | | 
Total Shareholders | | |
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
Deficit | | | 
Deficit | | |
| 
| | 
| | | 
| | | 
| | | 
| | | 
| | | 
| | | 
| | |
| Balance May 21, 2024 (Inception) | | | | | | $ | | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Issuance of Class B ordinary shares to Sponsor | | | | | | | | | | | 5,750,000 | | | | 575 | | | | 24,425 | | | | | | | | 25,000 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Accretion for Class A ordinary shares to redemption amount | | | | | | | | | | | | | | | | | | | (9,151,921 | ) | | | (11,890,606 | ) | | | (21,042,527 | ) | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Sale of 760,000 Private Placement Units | | | 760,000 | | | | 76 | | | | | | | | | | | | 7,599,924 | | | | | | | | 7,600,000 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Fair Value of Public Warrants at issuance | | | | | | | | | | | | | | | | | | | 1,656,000 | | | | | | | | 1,656,000 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Allocated value of transaction costs | | | | | | | | | | | | | | | | | | | (128,428 | ) | | | | | | | (128,428 | ) | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 3,046,826 | | | | 3,046,826 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Balance December 31, 2024 | | | 760,000 | | | | 76 | | | | 5,750,000 | | | | 575 | | | | | | | | (8,843,780 | ) | | | (8,843,129 | ) | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Accretion for Class A ordinary shares to redemption amount | | | | | | | | | | | | | | | | | | | | | | | (9,761,242 | ) | | | (9,761,242 | ) | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | 8,350,365 | | | | 8,350,365 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| Balance December 31, 2025 | | | 760,000 | | | $ | 76 | | | | 5,750,000 | | | $ | 575 | | | $ | | | | $ | (10,254,657 | ) | | $ | (10,254,006 | ) | |
The accompanying notes are an integral part of
these financial statements.
F-5
ANDRETTI ACQUISITION CORP. II
STATEMENTS OF CASH FLOWS
| 
| | 
For the
Year Ended
December31, | | | 
For the Period from May21, 
2024(Inception) Through December 31, | | |
| 
| | 
2025 | | | 
2024 | | |
| 
Cash Flows from Operating Activities: | | 
| | | 
| | |
| Net income | | $ | 8,350,365 | | | $ | 3,046,826 | | |
| 
Adjustments to reconcile net income to net cash used in operating activities: | | 
| | | | 
| | | |
| Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | | | | | | 7,909 | | |
| Payment of formation and general costs through promissory note | | | | | | | 37,185 | | |
| Interest income on marketable securities held in Trust Account | | | (9,761,242 | ) | | | (3,350,051 | ) | |
| 
Changes in operating assets and liabilities: | | 
| | | | 
| | | |
| Prepaid expenses | | | 18,617 | | | | (132,201 | ) | |
| Long-term prepaid insurance | | | 76,772 | | | | (76,772 | ) | |
| Accrued expenses | | | 115,503 | | | | 75,556 | | |
| Net cash used in operating activities | | | (1,199,985 | ) | | | (391,548 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash Flows from Investing Activities: | | 
| | | | 
| | | |
| Investment of cash into Trust Account | | | | | | | (231,150,000 | ) | |
| Net cash used in investing activities | | | | | | | (231,150,000 | ) | |
| 
| | 
| | | | 
| | | |
| 
Cash Flows from Financing Activities: | | 
| | | | 
| | | |
| Proceeds from sale of Units, net of underwriting discounts paid | | | | | | | 225,400,000 | | |
| Proceeds from sale of Private Placement Units | | | | | | | 7,600,000 | | |
| Proceeds from promissory note - related party | | | | | | | 150 | | |
| Proceeds from convertible promissory note - related party | | | 450,000 | | | | | | |
| Repayment of promissory note - related party | | | | | | | (312,130 | ) | |
| Payment of offering costs | | | | | | | (348,018 | ) | |
| Net cash provided by financing activities | | | 450,000 | | | | 232,340,002 | | |
| 
| | 
| | | | 
| | | |
| Net Change in Cash | | | (749,985 | ) | | | 798,454 | | |
| Cash Beginning of period | | | 798,454 | | | | | | |
| Cash End of period | | $ | 48,469 | | | $ | 798,454 | | |
| 
| | 
| | | | 
| | | |
| 
Noncash investing and financing activities: | | 
| | | | 
| | | |
| Offering costs included in accrued offering costs | | $ | | | | $ | 4,584 | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | $ | | | | $ | 17,091 | | |
| Deferred offering costs paid through promissory noterelated party | | $ | | | | $ | 274,795 | | |
| Deferred underwriting fee payable | | $ | | | | $ | 9,775,000 | | |
The accompanying notes are an integral part of
these financial statements.
F-6
ANDRETTI ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Andretti Acquisition Corp. II (the Company) is a blank check company incorporated as a Cayman Islands exempted company on May 21, 2024. 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 December 31, 2025, the Company had not commenced any operations. All activities for the period from May 21, 2024 (inception) through December 31, 2025 relate to the Companys 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. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Companys Initial Public Offering was declared effective on September 5, 2024. On September 9, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the Units and, with respect to the Class A ordinary shares included in the Units being offered, the Public Shares), which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. 
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale 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 Companys 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 fees (see additional discussion in Note 6), and $639,904 of other offering costs. 
The Companys 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. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. 
Following the closing of the Initial Public Offering, on September 9, 2024, an amount of $231,150,000 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in the trust account (the Trust Account), with Continental Stock Transfer & Trust Company acting as trustee and will only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management teams ongoing assessment of all factors related to the Companys potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Companys initial Business Combination, (ii) the redemption of the Companys Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Companys board of directors may approve (the Combination Period), subject to applicable law, or (iii) the redemption of the Companys Public Shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated memorandum and articles of association to (A) modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Companys Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders. 
F-7
The Company will provide the Companys 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. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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 December 31, 2025, the amount in the Trust Account was $10.62 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.
The Company will have only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. 
The Sponsor and the officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
F-8
The Companys Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. 
On September 30, 2024, Zakary C. Brown resigned as a member of the board of directors of the Company as well as from his position as a member of the compensation committee of the Companys board of directors. Mr. Browns departure was not the result of any disagreement with the Companys management or board of directors on any matter relating to the Companys operations, policies or practices.
Initial Business Combination
On December 3, 2025, the Company entered into a Business Combination Agreement (the StoreDot BCA) with (i) StoreDot Ltd., an Israeli company limited by shares (together with its successors, Store Dot), (ii) XFC Battery Ltd., a newly-formed Israeli company limited by shares (Pubco) that is owned by a person affiliated with StoreDot, (iii) XFC Israel Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Pubco (Company Merger Sub) and (iv) XFC Cayman Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (SPAC Merger Sub) for a proposed business combination (the StoreDot Business Combination). On February 17, 2026, the Company, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub entered into a Termination and Release Agreement (the StoreDot Termination Agreement) pursuant to which the parties mutually agreed to terminate the StoreDot BCA in its entirety pursuant to Section 8.1(a) thereof. Concurrently with the termination of the StoreDot BCA, each of the related agreements (including, but not limited to, the voting agreements, the insider letter amendment and the sponsor letter agreement) were automatically terminated. As a result, the StoreDot BCA and related agreements are of no further force and effect.
Liquidity, Capital Resources and Going Concern
As of December 31, 2025, the Company had operating cash of $48,469 and a working capital deficit of $29,006. 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 Companys assessment of going concern considerations in accordance with ASC 205-40, Going Concern, as of December 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Companys 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 Companys working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
F-9
Additionally, if a Business Combination is not consummated by the end of the Combination Period, currently September 9, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Companys liquidity condition and mandatory liquidation within one year of the issuance of these financial statements raise substantial doubt about the Companys ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.
NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
**
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC).
Emerging Growth Company
The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the Exchange Act)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
**
The preparation of the financial statements in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
**
**
F-10
**
Cash and Cash Equivalents
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 $48,469 and $798,454 in cash, respectively, and no cash equivalents as of December 31, 2025 and 2024. 
Marketable Securities Held in Trust Account
As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $244,261,293 and $234,500,051, respectively, were held in marketable securities invested in U.S. Treasury funds. 
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants (defined below) and Private Placement Units were charged to shareholders deficit as the warrants associated with the Initial Public Offering and private placement, after managements evaluation, were accounted for under equity treatment.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. 
Fair Value of Financial Instruments
The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.
Income Taxes
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. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
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. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, 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.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Companys tax provision was zero for the periods presented. 
F-11
Warrant Instruments
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 December 31, 2025 and 2024. 
Class A Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. At the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. 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 December 31, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheets, and the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: 
| Gross proceeds | | $ | 230,000,000 | | |
| Less: | | | | | |
| Proceeds allocated to Public Warrants | | | (1,656,000 | ) | |
| Issuance costs allocated to Public Shares | | | (14,886,476 | ) | |
| Plus: | | | | | |
| Accretion of carrying value to redemption value | | | 21,042,527 | | |
| ClassA ordinary shares subject to possible redemption, December 31, 2024 | | | 234,500,051 | | |
| Plus: | | | | | |
| Accretion of carrying value to redemption value | | | 9,761,242 | | |
| ClassA ordinary shares subject to possible redemption, December 31, 2025 | | $ | 244,261,293 | | |
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 shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Diluted net income per share attributable to ordinary shareholders adjusts the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. 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.
F-12
The following table reflects the calculation of basic and diluted net income per ordinary share:
| | | For the Year Ended December 31, 2025 | | | For the Period from May 21, 2024 (Inception) ThroughDecember 31,2024 | | |
| | | ClassA | | | ClassB | | | ClassA | | | ClassB | | |
| Basic net income per ordinary share: | | | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | | | |
| Allocation of net income | | $ | 6,508,248 | | | $ | 1,842,117 | | | $ | 2,043,731 | | | $ | 1,003,095 | | |
| Denominator: | | | | | | | | | | | | | | | | | |
| Basic weighted average ordinary shares outstanding | | | 23,000,000 | | | | 6,510,000 | | | | 11,602,679 | | | | 5,694,777 | | |
| Basic net income per ordinary share | | $ | 0.28 | | | $ | 0.28 | | | $ | 0.18 | | | $ | 0.18 | | |
| | | | | | | | | | | | | | | | | | |
| Diluted net income per ordinary share: | | | | | | | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | | | | | | | |
| Allocation of net income | | $ | 6,508,248 | | | $ | 1,842,117 | | | $ | 2,016,409 | | | $ | 1,030,417 | | |
| Denominator: | | | | | | | | | | | | | | | | | |
| Diluted weighted average ordinary shares outstanding | | | 23,000,000 | | | | 6,510,000 | | | | 11,602,679 | | | | 5,929,152 | | |
| Diluted net income per ordinary share | | $ | 0.28 | | | $ | 0.28 | | | $ | 0.17 | | | $ | 0.17 | | |
Recent Accounting Standards
The Companys management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements .
NOTE 3INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, on September 9, 2024, the Company sold 23,000,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. 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. 
WarrantsAs of December 31, 2025 and 2024, 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 ClassA ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30days after the completion of the initial Business Combination, and will expire at 5:00p.m., NewYork City time, fiveyears after the completion of the initial Business Combination or earlier upon redemption or liquidation. 
The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
F-13
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 Companys 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 
If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares issuable upon exercise of the warrants, multiplied by the excess of the fair market value of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The fair market value is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. 
*Redemption of Warrants When the Price per ClassA Ordinary Share Equals or Exceeds $18.00*: The Company may redeem the outstanding warrants: 
| | in whole and not in part; | |
| | at a price of $0.01 per warrant; | |
| | upon a minimum of 30days prior written notice of redemption (the 30-day redemption period); and | |
| | if, and only if, the closing price of the ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20tradingdays within a 30-tradingday period commencing at least 30days after completion of the Companys initial Business Combination and ending threebusinessdays before the Company sends the notice of redemption to the warrant holders. | |
Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable upon exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
F-14
NOTE 4PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 760,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant (each, a Private Placement Warrant). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per shares, subject to adjustments. 
The Private Placement Warrants contained in the Private Placement Units are identical to the warrants sold in the Initial Public Offering except, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8). The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination. 
NOTE 5RELATED PARTY TRANSACTIONS
Founder Shares
**
On May 24, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 Class B ordinary shares, known as founders shares, to the Sponsor. Up to 750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters over-allotment is exercised. On September 9, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture. 
F-15
The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights, (iii) the Companys Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated memorandum and articles of association, (C) to modify the substance or timing of the Companys obligation to allow redemption in connection with the Companys initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period, or with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity, (D) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares, Public Shares, or private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (E) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder shares are automatically convertible 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 as described herein and in the Company amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of the Class B ordinary shares are entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Companys constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). 
Promissory NotesRelated Party
The Sponsor had agreed to loan the Company an aggregate of up to $400,000, as amended on July 16, 2024, to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The Company incurred and repaid the total of $312,130 outstanding balance under the note at the closing of the Initial Public Offering on September 9, 2024. As of December 31, 2025 and 2024, borrowings under the note are no longer available. 
On October 14, 2025, the Company issued three separate unsecured promissory notes (the Notes) to each of William J. Sandbrook, Michael Andretti and William M. Brown (collectively, the Payees), in total principal amounts of $720,000, $300,000 and $480,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by the Company for working capital purposes. The Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Business Combination and (ii) the date of liquidation of the Company (such earlier date, the Maturity Date).In the event that the Company does not consummate a Business Combination, the 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 Notes have not been paid in full, then, at the Payees option and subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the 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 Conversion Unit, on the date of the Business Combination. The Conversion Units shall be identical to the Private Placement Units. The Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of September 5, 2024. A failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of December 31, 2025, the Company has borrowed $450,000 from the 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. As of December 31, 2024, there were no borrowings against the Notes. 
F-16
Administrative Services Agreement
The Company entered into an agreement, commencing on September 5, 2024, through the earlier of consummation of the initial Business Combination or the liquidation, to pay the Sponsor $2,500 per month for office space, utilities and secretarial and administrative support services. 
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 year ended December 31, 2025, the Company incurred and paid and $180,000 in fees for these services, respectively, which are included in general and administrative costs on the statement of operations. 
For the period from May 21, 2024 (inception) through December 31, 2024, the Company incurred and paid $55,000 in fees for these services. 
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (the Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. 
NOTE 6COMMITMENTS AND CONTINGENCIES
Risk and Uncertainties
The Companys results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Companys control. The Companys results of operations and its ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Companys business and its ability to complete an initial Business Combination.
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. These holders are entitled to make up to three demands and have piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000Units to cover over-allotments, if any. On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit. 
F-17
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 Companys initial Business Combination subject to the terms of the Underwriting Agreement (as defined below). 
On December 17, 2025, the Company and BTIG, LLC (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. The UA Amendment is effective and conditioned upon the closing of the StoreDot Business Combination.
As the amended deferred underwriting fee is conditioned on the closing of the StoreDot Business Combination that is not considered probable as of December 31, 2025, the deferred underwriting fee is reflected as $9,775,000 and has not been impacted by the UA Amendment. 
Capital Markets Advisory Agreement
On February 13, 2025, the Company entered into a Capital Markets Advisory Agreement with an advisor to provide capital market advisory services in connection with the completion of a Business Combination with an identified target. If a Business Combination is consummated with the identified target, the advisor will be entitled to a cash fee of $4,250,000 (the fee), payable at the closing of the Business Combination. At the discretion of the Company, 50% of the fee can be paid in the form of ordinary shares of the surviving company. Further, the Company in its sole discretion can pay up to an additional $750,000 fee in connection with the advisors performance. The advisor is also entitled to reimbursement of incurred expenses that shall not exceed $75,000. 
On October 6, 2025, the Company entered into a Capital Markets Advisory Agreement that replaces the February 13, 2025 Capital Markets Agreement. The Capital Markets Advisor will provide capital market advisory services in connection with the completion of a Business Combination with 2 identified targets. If a Business Combination is consummated with the identified targets, the advisor will be entitled to a cash fee of $3,000,000 (the December 16, 2025 fee), payable at the closing of the Business Combination. At the discretion of the Company, 50% of the October 6, 2025 fee can be paid in the form of ordinary shares of the surviving company. If the Business Combination is closed with one of the identified targets, the advisor is due an additional fee of $1,250,000, 50% of which can be paid in the form of ordinary shares of the surviving company. Further, the Company in its sole discretion can pay up to an additional $500,000 fee in connection with the advisors performance. The advisor is also entitled to reimbursement of incurred expenses that shall not exceed $75,000. 
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 December 31, 2025, no expense has been recorded.
NOTE 7SHAREHOLDERS 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 December 31, 2025 and 2024, there were no preference shares issued or outstanding. 
**
*ClassA 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 December 31, 2025 and 2024, there were 760,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption. 
**
*ClassB 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. On May 24, 2024, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. 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 December 31, 2025 and 2024, there were 5,750,000 Class B ordinary shares issued and outstanding. 
F-18
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. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. 
Holders of record of the Companys Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the Companys amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Companys initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. 
F-19
NOTE 8FAIR VALUE MEASUREMENTS
The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| | Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| | | | |
| | Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| | | | |
| | Level 3: | 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 Companys equity instruments that are measured at fair value on December 31, 2025 and 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | Level | | | December31, 2025 | | |
| Assets: | | | | | | | |
| Marketable securities held in Trust Account | | | 1 | | | $ | 244,261,293 | | |
| | | Level | | | December31, 2024 | | |
| Assets: | | | | | | | |
| Marketable securities held in Trust Account | | | 1 | | | $ | 234,500,051 | | |
The following table presents information about the Companys equity instruments that are measured at fair value on September 9, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| | | Level | | | September9, 2024 | | |
| Equity: | | | | | | | |
| Fair value of Public Warrants for allocated proceeds | | | 3 | | | $ | 1,656,000 | | |
The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:
| | | September9, 2024 | | |
| Share price | | $ | 9.928 | | |
| Term (years) | | | 2.80 | | |
| Risk-free rate | | | 3.56 | % | |
| Volatility | | | 4.60 | % | |
F-20
NOTE9SEGMENT REPORTING
ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Chief Operating Decision Maker (the CODM), or group, in deciding how to allocate resources and assess performance.
The Companys 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. Accordingly, management has determined that there is only one reportable segment. 
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following: 
| | | December31, 2025 | | | December31, 2024 | | |
| Trust Account | | $ | 244,261,293 | | | $ | 234,500,051 | | |
| Cash | | $ | 48,469 | | | $ | 798,454 | | |
| | | Forthe YearEnded December 31, 2025 | | | For the Periodfrom May 21,2024 (inception)through December 31, 2024 | | |
| General and administrative costs | | $ | 1,410,877 | | | $ | 303,225 | | |
| Interest earned on marketable securities held in Trust Account | | $ | 9,761,242 | | | $ | 3,350,051 | | |
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the 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 statements of operations and described within their respective disclosures.
NOTE 10SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements.
On January 15, 2026, the Company drew $350,000 from the Notes, which consisted of $168,000 from William J. Sandbrook, $70,000 from Michael Andretti and $112,000 from William M. Brown. After the January 15, 2026, draw down of $700,000 remains available for withdrawal. 
On February 13, 2026, the Company drew $160,000 from the Notes, which consisted of $76,800 from William J. Sandbrook, $32,000 from Michael Andretti and $51,200 from William M. Brown. After February 13, 2026, draw down of $540,000 remains available for withdrawal. 
On March 13, 2026, the Company drew $100,000 from the Notes, which consisted of $48,000 from William J. Sandbrook, $20,000 from Michael Andretti and $32,000 from William M. Brown. After March 13, 2026, draw down of $440,000 remains available for withdrawal. 
F-21
EXHIBIT INDEX
| 
Exhibit No. | 
| 
Description | |
| 
1.1 | 
| 
Underwriting Agreement, dated September 5, 2024, by and between the Company and BTIG. (3) | |
| 
1.2 | 
| 
Amendment to Underwriting Agreement, dated as of December 17, 2025, between the Company and BTIG. (7) | |
| 
2 | 
| 
Business
Combination Agreement, dated as of December 3, 2025, by and among the Company, StoreDot, Pubco and the Merger Subs. (6) | |
| 
3 | 
| 
Amended and Restated Memorandum and Articles of Association. (3) | |
| 
4.1 | 
| 
Specimen Unit Certificate. (2) | |
| 
4.2 | 
| 
Specimen Class A Ordinary Share Certificate. (2) | |
| 
4.3 | 
| 
Specimen Warrant Certificate. (2) | |
| 
4.4 | 
| 
Warrant Agreement, dated September 5, 2024, by and between the Company and Continental, as warrant agent. (3) | |
| 
4.5 | 
| 
Description of Registered Securities.(4) | |
| 
10.1 | 
| 
Promissory Note, dated as of July 16, 2024, issued to the Sponsor. (1) | |
| 
10.2 | 
| 
Securities Subscription Agreement, dated May 21, 2024, by and between the Company and the Sponsor. (1) | |
| 
10.3 | 
| 
Form of Indemnity Agreement. (2) | |
| 
10.4 | 
| 
Investment Management Trust Account Agreement, dated September 5, 2024, by and between the Company and Continental, as trustee. (3) | |
| 
10.5 | 
| 
Registration Rights Agreement, dated September 5, 2024, by and among the Company, the Sponsor and the holders party thereto. (3) | |
| 
10.6 | 
| 
Unit Subscription Agreement, dated September 5, 2024, by and between the Company and the Sponsor. (3) | |
| 
10.7 | 
| 
Unit Subscription Agreement, dated September 5, 2024, by and between the Company and BTIG. (3) | |
| 
10.8 | 
| 
Letter Agreement, dated September 5, 2024, by and among the Company, its officers, directors and the Sponsor. (3) | |
| 
10.9 | 
| 
Administrative Services Agreement, dated September 5, 2024, by and between the Company and the Sponsor. (3) | |
| 
10.10 | 
| 
Form of Promissory Note. (5) | |
| 
10.11 | 
| 
Insider Letter Amendment, dated as of December 3, 2025, by and among the Company, the Sponsor, Pubco and the other parties thereto. (6) | |
| 
10.12 | 
| 
Sponsor Letter Agreement, dated as of December 3, 2025, by and among the Sponsor and Pubco. (6) | |
| 
10.13 | 
| 
Form of Amended and Restated Registration Rights Agreement. (6) | |
| 
10.14 | 
| 
Form of Voting Agreement. (6) | |
| 
10.15 | 
| 
Form of Lock-Up Agreement. (6) | |
| 
10.16 | 
| 
Termination and Release Agreement, dated as of February 17, 2026, by and among the Company, StoreDot, Pubco, SPAC Merger Sub and Company Merger Sub. (8) | |
| 
14 | 
| 
Form of Code of Business Conduct and Ethics. (2) | |
| 
19 | 
| 
Insider Trading Policies and Procedures, adopted September 5, 2024. (4) | |
| 
31.1 | 
| 
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 
31.2 | 
| 
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 
32 | 
| 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | |
| 
97 | 
| 
Executive Compensation Clawback Policy, adopted September 5, 2024. (4) | |
| 
99.1 | 
| 
Audit Committee Charter. (4) | |
| 
99.2 | 
| 
Compensation Committee Charter. (4) | |
| 
101.INS | 
| 
Inline XBRL Instance Document.* | |
| 
101.SCH | 
| 
Inline XBRL Taxonomy Extension Schema Document.* | |
| 
101.CAL | 
| 
Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | |
| 
101.DEF | 
| 
Inline XBRL Taxonomy Extension Definition Linkbase Document.* | |
| 
101.LAB | 
| 
Inline XBRL Taxonomy Extension Label Linkbase Document.* | |
| 
101.PRE | 
| 
Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | |
| 
104 | 
| 
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* | |
| 
* | 
Filed herewith. | |
| 
** | 
Furnished herewith. | |
| 
(1) | 
Incorporated by reference to the Companys Registration Statement on Form S-1 (File No. 333-280552), filed with the SEC on June 28, 2024. | |
| 
(2) | 
Incorporated by reference to Amendment No. 1 to the Companys Registration Statement on Form S-1/A (File No. 333-280552), filed with the SEC on July 31, 2024. | |
| 
(3) | 
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on September 9, 2024. | |
| 
(4) | 
Incorporated by reference to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 25, 2025. | |
| 
(5) | 
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on October 15, 2025 | |
| 
(6) | 
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on December 9, 2025 | |
| 
(7) | 
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on December 23, 2025. | |
| 
(8) | 
Incorporated by reference to the Companys Current Report on Form 8-K, filed with the SEC on February 17, 2026. | |
54
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| 
March 24, 2026 | 
Andretti Acquisition Corp. II | |
| 
| 
| 
| |
| 
| 
By: | 
/s/ William M. Brown | |
| 
| 
Name: | 
William M. Brown | |
| 
| 
Title: | 
Chief Executive Officer, Principal Financial and Accounting Officer
(Principal Executive Officer and 
Principal Financial and Accounting Officer) | |
Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
| 
Name | 
| 
Position | 
| 
Date | |
| 
| 
| 
| |
| 
/s/ William M. Brown | 
| 
Chief Executive Officer, Principal Financial and Accounting Officer | 
| 
March 24, 2026 | |
| 
William M. Brown | 
| 
(Principal Executive Officer and Principal Financial and Accounting Officer) | 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ William J. Sandbrook | 
| 
Executive Chairman and Chairman of the Board of Directors | 
| 
March 24, 2026 | |
| 
William J. Sandbrook | 
| 
| 
| 
| |
| 
| 
| 
| |
| 
/s/ Michael M. Andretti | 
| 
Director | 
| 
March 24, 2026 | |
| 
Michael M. Andretti | 
| 
| 
| 
| |
| 
| 
| 
| |
| 
/s/ James W. Keyes | 
| 
Director | 
| 
March 24, 2026 | |
| 
James W. Keyes | 
| 
| 
| 
| |
| 
| 
| 
| |
| 
/s/ Cassandra S. Lee | 
| 
Director | 
| 
March 24, 2026 | |
| 
Cassandra S. Lee | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ Gerald D. Putnam | 
| 
Director | 
| 
March 24, 2026 | |
| 
Gerald D. Putnam | 
| 
| 
| 
| |
| 
| 
| 
| 
| 
| |
| 
/s/ John J. Romanelli | 
| 
Director | 
| 
March 24, 2026 | |
| 
John J. Romanelli | 
| 
| 
| 
| |
55