Andretti Acquisition Corp II-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42268 Andretti Acquisition Corp. II(Exact Name of Registrant as Specified in Its Charter) (770) 299-2201(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 7, 2026, there were 23,760,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinaryshares, par value $0.0001 per share, issued and outstanding. ANDRETTI ACQUISITION CORP. IIFORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026and 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20254Notes to Unaudited Condensed Financial Statements5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations18Item 3. Quantitative and Qualitative Disclosures About Market Risk22Item 4. Controls and Procedures22Part II. Other Information23Item 1. Legal Proceedings23Item 1A. Risk Factors23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 3. Defaults Upon Senior Securities23Item 4. Mine Safety Disclosures23Item 5. Other Information23Item 6. Exhibits24Signature25 ANDRETTI ACQUISITION CORP. IICONDENSED BALANCE SHEETS ANDRETTI ACQUISITION CORP. IICONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) ANDRETTI ACQUISITION CORP. IICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 The accompanying notes are an integral part of these unaudited condensed financial statements. ANDRETTI ACQUISITION CORP. IICONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) ANDRETTI ACQUISITION CORP. IINOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Andretti Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exemptedcompany 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 “BusinessCombination”). As of March 31, 2026, the Company had not commenced any operations. All activities for the period from May 21, 2024(inception) through March 31, 2026 relate to the Company’s formation, the initial public offering (the “Initial Public Offering”), whichis described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. TheCompany will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. TheCompany generates non-operating income in the form of interest income on investments from the proceeds derived from the InitialPublic Offering. The Company has selected December 31 as it