Andretti Acquisition Corp. II Files 8-K
Ticker: POLEW · Form: 8-K · Filed: Oct 15, 2025 · CIK: 2025341
Sentiment: neutral
Topics: definitive-agreement, equity-sale, financial-obligation
TL;DR
Andretti Acquisition Corp. II filed an 8-K on Oct 14, 2025, detailing material agreements and equity sales.
AI Summary
Andretti Acquisition Corp. II entered into a material definitive agreement on October 14, 2025. The company also incurred a direct financial obligation and reported unregistered sales of equity securities. Specific details regarding the agreement, obligation, and sales are not fully disclosed in the provided text, but the filing indicates the company's ordinary shares and redeemable warrants are involved.
Why It Matters
This 8-K filing signals significant corporate actions by Andretti Acquisition Corp. II, potentially impacting its financial structure and equity.
Risk Assessment
Risk Level: medium — The filing indicates material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and regulatory risks.
Key Numbers
- 11.50 — Exercise Price (Per share exercise price for redeemable warrants)
Key Players & Entities
- Andretti Acquisition Corp. II (company) — Filer of the 8-K report
- October 14, 2025 (date) — Earliest event reported date
- 0001213900-25-099137 (accession_number) — SEC filing accession number
FAQ
What is the nature of the material definitive agreement entered into by Andretti Acquisition Corp. II?
The provided text does not specify the details of the material definitive agreement, only that one was entered into on October 14, 2025.
What type of securities were involved in the unregistered sales of equity securities?
The filing mentions 'Class Ordinary Shares' and 'Redeemable Warrants' as components of units, suggesting these were likely involved in the unregistered sales.
What is the exercise price for the redeemable warrants?
The exercise price for each whole warrant is $11.50 per share.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on October 14, 2025.
What is the SIC code for Andretti Acquisition Corp. II?
The Standard Industrial Classification (SIC) code listed is 6770 for BLANK CHECKS.
Filing Stats: 922 words · 4 min read · ~3 pages · Grade level 11.3 · Accepted 2025-10-15 16:10:48
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
- $720,000 — ayees "), in total principal amounts of $720,000, $300,000 and $480,000, respectively. T
- $300,000 — in total principal amounts of $720,000, $300,000 and $480,000, respectively. The proceed
- $480,000 — cipal amounts of $720,000, $300,000 and $480,000, respectively. The proceeds of the Note
- $10.00 — of the Company at a conversion price of $10.00 per Conversion Unit, on the date of the
Filing Documents
- ea0261307-8k_andretti2.htm (8-K) — 37KB
- ea026130701ex10-1_andretti2.htm (EX-10.1) — 27KB
- 0001213900-25-099137.txt ( ) — 290KB
- pole-20251014.xsd (EX-101.SCH) — 4KB
- pole-20251014_def.xml (EX-101.DEF) — 27KB
- pole-20251014_lab.xml (EX-101.LAB) — 37KB
- pole-20251014_pre.xml (EX-101.PRE) — 25KB
- ea0261307-8k_andretti2_htm.xml (XML) — 7KB
01 Entry into
Item 1.01 Entry into a Material Definitive Agreement. On October 14, 2025, Andretti Acquisition Corp. II, a Cayman Islands exempted company (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 Company's initial business combination (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 Company's trust account established in connection with the Company's initial public offering of its securities (the " IPO "), 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 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 units issued by the Company in a private placement upon consummation of its IPO. 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 am
03 Creation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
02 Unregistered
Item 3.02 Unregistered Sales of Equity Securities. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Promissory Note. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 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: October 15, 2025 2