Andretti Acquisition Corp. II Commitments Disclosure

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risk and Uncertainties

The Company’s 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 Company’s control. The Company’s 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 Company’s 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 3,000,000 Units 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.

The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000 in the aggregate, paid on September 9, 2024, at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.25% of the gross proceeds of the Initial Public Offering, or $9,775,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the Underwriting Agreement (as defined below).

On December 17, 2025, the Company and BTIG, 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 advisor’s 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 advisor’s 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.