In 1938, Ferrari left Alfa Romeo after running Scuderia Ferrari as their racing division. The agreement ending their association forbade Ferrari from restarting Scuderia Ferrari within the next four years. Ferrari then founded Auto Avio Costruzioni (AAC) in Modena to manufacture aircraft parts for the Italian government.
In December 1939, AAC was commissioned by Lotario, Marquis di Modena, to build and prepare two racing cars for him and Alberto Ascari to drive in the 1940 Brescia Grand Prix, a successor race to the Mille Miglia,
The bodywork was done by Carrozzeria Touring using Itallumag 35, an aluminium/magnesium alloy