Andretti Acquisition Corp. II Files 8-K with Key Corporate Updates
Ticker: POLEW · Form: 8-K · Filed: Sep 9, 2024 · CIK: 2025341
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-governance
TL;DR
Andretti Acquisition Corp. II filed an 8-K detailing material agreements, equity sales, and leadership changes.
AI Summary
Andretti Acquisition Corp. II filed an 8-K on September 9, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The filing also details the company's units, consisting of ordinary shares and redeemable warrants, with warrants exercisable at $11.50 per share.
Why It Matters
This 8-K filing provides crucial updates on Andretti Acquisition Corp. II's corporate structure and recent transactions, which could impact investors' understanding of the company's operational status and future plans.
Risk Assessment
Risk Level: medium — The filing involves unregistered sales of equity securities and changes in corporate governance, which can introduce complexities and potential risks for investors.
Key Numbers
- 001-42268 — SEC File Number (Identifies the company's SEC filing history)
- 241287958 — Film Number (Internal SEC processing number)
Key Players & Entities
- Andretti Acquisition Corp. II (company) — Filer of the 8-K
- 0001213900-24-076981 (filing_id) — Accession Number for the filing
- 20240909 (date) — Filing date of the 8-K
- $11.50 (dollar_amount) — Exercise price for warrants
FAQ
What is the nature of the material definitive agreement entered into by Andretti Acquisition Corp. II?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into.
What type of equity securities were sold in the unregistered sale?
The filing mentions unregistered sales of equity securities, specifically units consisting of Class Ordinary Shares and redeemable warrants.
When did the reported changes in directors or officers occur?
The filing indicates these changes occurred as of September 5, 2024.
What is the exercise price for the warrants issued by Andretti Acquisition Corp. II?
The exercise price for the warrants is $11.50 per share.
What is the par value of the Class Ordinary Shares issued by Andretti Acquisition Corp. II?
The par value of the Class Ordinary Shares is $0.0001 per share.
Filing Stats: 1,956 words · 8 min read · ~7 pages · Grade level 10.9 · Accepted 2024-09-09 17:10:15
Key Financial Figures
- $0.0001 — LC Class A ordinary shares, par value $0.0001 per share POLE The Nasdaq Stock Mar
- $11.50 — ordinary share at an exercise price of $11.50 per share POLEW The Nasdaq Stock Ma
- $10.00 — ents. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
- $230,000,000 — rating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordi
- $231,150,000 — Item8.01. Other Events. A total of $231,150,000, comprised of the proceeds from the IPO
- $9,775,000 — Placement Units (which amount includes $9,775,000 of the underwriter's deferred discount)
Filing Documents
- ea0213830-8k_andretti2.htm (8-K) — 79KB
- ea021383001ex1-1_andretti2.htm (EX-1.1) — 238KB
- ea021383001ex3-1_andretti2.htm (EX-3.1) — 292KB
- ea021383001ex4-1_andretti2.htm (EX-4.1) — 158KB
- ea021383001ex10-1_andretti2.htm (EX-10.1) — 84KB
- ea021383001ex10-2_andretti2.htm (EX-10.2) — 143KB
- ea021383001ex10-3_andretti2.htm (EX-10.3) — 40KB
- ea021383001ex10-4_andretti2.htm (EX-10.4) — 58KB
- ea021383001ex10-5_andretti2.htm (EX-10.5) — 48KB
- ea021383001ex10-6_andretti2.htm (EX-10.6) — 13KB
- ea021383001ex10-7_andretti2.htm (EX-10.7) — 103KB
- ea021383001ex99-1_andretti2.htm (EX-99.1) — 9KB
- ea021383001ex99-2_andretti2.htm (EX-99.2) — 8KB
- 0001213900-24-076981.txt ( ) — 1777KB
- poleu-20240905_def.xml (EX-101.DEF) — 27KB
- poleu-20240905_lab.xml (EX-101.LAB) — 37KB
- poleu-20240905_pre.xml (EX-101.PRE) — 25KB
- poleu-20240905.xsd (EX-101.SCH) — 4KB
- ea0213830-8k_andretti2_htm.xml (XML) — 7KB
02. Departure of Directors or Certain Officers; Election
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 5, 2024, in connection with the IPO, Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli (the " New Directors " and, collectively with William J. Sandbrook and Michael M. Andretti, the " Directors ") were appointed to the board of directors of the Company (the " Board "). Effective September 5, 2024, each of Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli was appointed to the Board's Audit Committee with Cassandra S. Lee serving as chair of the Audit Committee. Each of Zakary C. Brown, James W. Keyes and Gerald D. Putnam was appointed to the Board's Compensation Committee, with Gerald D. Brown serving as chair of the Compensation Committee. On September 5, 2024, the Company entered into indemnity agreements with each of the Directors and William M. Brown, its chief executive officer, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference. Item5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On September 5, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the " Amended and Restated Memorandum and Articles of Association ") with the Cayman Islands Registrar of Companies, which was effective on September 5, 2024. The terms of the Amended and Restated Memorandum and Articles of Association are set
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated September 5, 2024, by and between the Company and BTIG, LLC, as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Investment Management Trust Agreement, September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.2 Registration Rights Agreement, dated September 5, 2024, by and among the Company and certain security holders. 10.3 Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and the Sponsor. 10.4 Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and the Sponsor. 10.5 Letter Agreement, dated September 5, 2024, by and among the Company, its officers, directors, and the Sponsor. 10.6 Administrative Services Agreement, dated September 5, 2024, by and between the Company and Andretti Sponsor II LLC. 10.7 Form of Indemnity Agreement 99.1 Press Release, dated September 5, 2024. 99.2 Press Release, dated September 9, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANDRETTI ACQUISITION CORP. II By: /s/ William M. Brown Name: William M. Brown Title: Chief Executive Officer Dated: September 9, 2024 4