Andretti SPAC's Trust Account Interest Fuels Q3 Net Income Surge

Ticker: POLEW · Form: 10-Q · Filed: Nov 10, 2025 · CIK: 2025341

Sentiment: mixed

Topics: SPAC, Blank Check Company, Trust Account, Interest Income, Redemption Value, Acquisition Target, Financial Performance

Related Tickers: POLE, POLEU

TL;DR

**Andretti Acquisition Corp. II is a safe bet for now, with rising interest income boosting its trust value and providing a solid floor for investors while they hunt for a deal.**

AI Summary

Andretti Acquisition Corp. II (POLEW) reported a net income of $2,230,406 for the three months ended September 30, 2025, a significant increase from $581,366 for the same period in 2024. For the nine months ended September 30, 2025, net income was $6,783,612, up from $537,674 for the period from inception (May 21, 2024) through September 30, 2024. This growth was primarily driven by a substantial increase in interest earned on marketable securities held in the Trust Account, which rose to $2,501,400 for the three months and $7,427,421 for the nine months ended September 30, 2025. General and administrative costs also increased to $270,994 for the three months and $643,809 for the nine months ended September 30, 2025. The company's cash balance decreased from $798,454 at December 31, 2024, to $207,470 at September 30, 2025. The company is a blank check company and has not yet commenced operations or identified a specific business combination target, with its primary activities focused on identifying a target and managing its Trust Account. The redemption value for Class A ordinary shares increased to $10.52 per share as of September 30, 2025, from $10.20 per share at December 31, 2024.

Why It Matters

This 10-Q highlights the financial performance of a SPAC still in its acquisition phase, showing how rising interest rates can significantly boost its non-operating income. For investors, the increasing per-share redemption value, now $10.52, provides a floor for their investment, making it attractive in a competitive SPAC market where many trade below trust value. Employees and customers are not directly impacted yet, as the company has not commenced operations. However, the successful identification of a target business within the Combination Period is crucial for the SPAC's long-term viability and potential market impact, especially given the competitive landscape for attractive private companies.

Risk Assessment

Risk Level: medium — The company is a blank check company with no operations and has not identified a business combination target as of September 30, 2025. This introduces significant uncertainty regarding its ability to complete an initial Business Combination within the 24-month Combination Period, which began on September 9, 2024. Failure to do so would result in liquidation, as detailed in Note 1.

Analyst Insight

Investors should monitor Andretti Acquisition Corp. II's progress in identifying a suitable business combination target. Given the increasing redemption value of $10.52 per share, the current risk is mitigated by the trust account's performance. Consider holding for potential upside from a successful merger, but be prepared for liquidation if no deal materializes within the Combination Period.

Financial Highlights

debt To Equity
N/A
revenue
$0
operating Margin
N/A
total Assets
$242,309,629
total Debt
$9,869,095
net Income
$6,783,612
eps
$0.23
gross Margin
N/A
cash Position
$207,470
revenue Growth
N/A

Key Numbers

Key Players & Entities

FAQ

What was Andretti Acquisition Corp. II's net income for the quarter ended September 30, 2025?

Andretti Acquisition Corp. II reported a net income of $2,230,406 for the three months ended September 30, 2025, a substantial increase from $581,366 for the same period in 2024.

How much interest did Andretti Acquisition Corp. II earn on its Trust Account investments?

For the nine months ended September 30, 2025, Andretti Acquisition Corp. II earned $7,427,421 in interest on marketable securities held in its Trust Account. This is a significant increase from $664,125 earned in the comparable period of 2024.

What is the current redemption value per Class A ordinary share for Andretti Acquisition Corp. II?

As of September 30, 2025, the redemption value for Class A ordinary shares subject to possible redemption was $10.52 per share. This represents an increase from $10.20 per share at December 31, 2024.

Has Andretti Acquisition Corp. II identified a target for a Business Combination?

No, as of September 30, 2025, Andretti Acquisition Corp. II had not selected any specific Business Combination target. The company's activities are focused on identifying a target company.

What is the deadline for Andretti Acquisition Corp. II to complete its initial Business Combination?

Andretti Acquisition Corp. II has a Combination Period of 24 months from the closing of its Initial Public Offering on September 9, 2024, to complete its initial Business Combination.

What are the total assets of Andretti Acquisition Corp. II as of September 30, 2025?

As of September 30, 2025, Andretti Acquisition Corp. II reported total assets of $242,309,629. This includes $241,927,472 in marketable securities held in the Trust Account.

What are the general and administrative costs for Andretti Acquisition Corp. II?

For the nine months ended September 30, 2025, general and administrative costs for Andretti Acquisition Corp. II amounted to $643,809. This is an increase from $126,451 for the period from inception through September 30, 2024.

What happens if Andretti Acquisition Corp. II fails to complete a Business Combination within the Combination Period?

If Andretti Acquisition Corp. II is unable to complete its initial Business Combination within the Combination Period, it will redeem the Public Shares at a per-share price equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes and up to $100,000 for dissolution expenses).

Who is the sponsor of Andretti Acquisition Corp. II?

The sponsor of Andretti Acquisition Corp. II is Andretti Sponsor II LLC. The sponsor also purchased 760,000 private placement units at $10.00 per unit.

How much cash did Andretti Acquisition Corp. II have at the end of September 30, 2025?

Andretti Acquisition Corp. II had a cash balance of $207,470 as of September 30, 2025. This represents a decrease from $798,454 at the beginning of the period on December 31, 2024.

Risk Factors

Industry Context

The Special Purpose Acquisition Company (SPAC) market has seen significant activity, with companies like Andretti Acquisition Corp. II seeking to identify and merge with private entities. The industry is characterized by a time-bound search for a suitable target and a focus on generating returns through a successful business combination. However, the regulatory environment and market sentiment can heavily influence the success and valuation of SPACs.

Regulatory Implications

As a SPAC, Andretti Acquisition Corp. II is subject to SEC regulations governing public companies and IPOs. The company must adhere to disclosure requirements and timelines for completing a business combination, with potential penalties or liquidation if these are not met.

What Investors Should Do

  1. Monitor the progress of the business combination search: Investors should closely follow any announcements regarding potential target identification and due diligence.
  2. Evaluate the impact of interest rate changes on Trust Account income: Given the reliance on interest income, changes in market interest rates could affect the company's profitability and the growth of the Trust Account.
  3. Assess the risk of redemptions: A high rate of redemptions by Class A shareholders could deplete the Trust Account, potentially jeopardizing a business combination or reducing available capital.
  4. Consider the limited operating history: As a SPAC, the company has no operational history beyond its formation and search activities, making the investment thesis heavily dependent on the future target.

Key Dates

Glossary

Blank Check Company
A shell corporation that is established to raise capital through an Initial Public Offering (IPO) for the purpose of acquiring an existing company. Also known as a Special Purpose Acquisition Company (SPAC). (Andretti Acquisition Corp. II is structured as a blank check company, meaning its primary purpose is to find and merge with another company.)
Trust Account
A segregated account, typically holding U.S. Treasury securities or money market funds, where the proceeds from a SPAC's IPO are deposited. These funds are used for the business combination or returned to shareholders upon liquidation. (The interest earned on the Trust Account is the primary source of income for Andretti Acquisition Corp. II, significantly impacting its net income.)
Redemption Value
The amount per share that public shareholders are entitled to receive if they choose to redeem their shares, typically at the time of a business combination or upon liquidation of the SPAC. (The increasing redemption value per share ($10.52 as of Sep 30, 2025) provides a floor for investors but also represents a potential outflow of capital from the Trust Account.)
Business Combination
The merger or acquisition of a target company by a SPAC, which results in the target company becoming a publicly traded entity. (The successful completion of a business combination is the primary objective of Andretti Acquisition Corp. II within its specified timeframe.)
General and Administrative Costs
Expenses incurred for the overall management and operation of a business, not directly tied to the production of goods or services. For a SPAC, this includes legal, accounting, and administrative fees related to its formation and search for a target. (These costs are a significant outflow for the company, contributing to the decrease in its cash balance.)

Year-Over-Year Comparison

Compared to the period from inception (May 21, 2024) through September 30, 2024, Andretti Acquisition Corp. II has shown a substantial increase in net income, rising from $537,674 to $6,783,612 for the nine months ended September 30, 2025. This growth is primarily attributed to a significant increase in interest earned on marketable securities held in the Trust Account. General and administrative costs have also risen, reflecting ongoing operational expenses. The company's cash position has decreased from $798,454 at December 31, 2024, to $207,470 at September 30, 2025, indicating cash deployment for operations.

Filing Stats: 4,638 words · 19 min read · ~15 pages · Grade level 19 · Accepted 2025-11-10 16:11:15

Key Financial Figures

Filing Documents

Financial Information

Part I. Financial Information 1

Interim Financial Statements

Item 1. Interim Financial Statements 1 Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 1 Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and for the Three Months Ended September 30, 2024 and the Period from May 21, 2024 (inception) through September 30, 2024 2 Unaudited Condensed Statements of Changes in Shareholders' Deficit for the Three and Nine Months Ended September 30, 2025 and for the Three Months ended September 30, 2024 and the Period from May 21, 2024 (inception) through September 30, 2024 3 Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and for the Period from May 21, 2024 (inception) through September 30, 2024 4 Notes to Unaudited Condensed Financial Statements 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 21

Controls and Procedures

Item 4. Controls and Procedures 21

Other Information

Part II. Other Information 22

Legal Proceedings

Item 1. Legal Proceedings 22

Risk Factors

Item 1A. Risk Factors 22

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 23

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 23

Other Information

Item 5. Other Information 23

Exhibits

Item 6. Exhibits 23 Signature 24 i

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Interim Financial Statements

Item 1. Interim Financial Statements ANDRETTI ACQUISITION CORP. II CONDENSED BALANCE SHEETS September 30, 2025 December 31, (Unaudited) 2024 ASSETS Current assets Cash $ 207,470 $ 798,454 Prepaid expenses 174,687 132,201 Total current assets 382,157 930,655 Long-term prepaid insurance — 76,772 Marketable securities held in Trust Account 241,927,472 234,500,051 TOTAL ASSETS $ 242,309,629 $ 235,507,478 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities Accrued expenses $ 94,095 $ 75,556 Total current liabilities 94,095 75,556 Deferred underwriting fee payable 9,775,000 9,775,000 TOTAL LIABILITIES 9,869,095 9,850,556 COMMITMENTS AND CONTINGENCIES (Note 6) Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.52 and $ 10.20 per share at September 30, 2025 and December 31, 2024, respectively 241,927,472 234,500,051 SHAREHOLDERS' DEFICIT Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024 — — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding at September 30, 2025 and December 31, 2024 (excluding 23,000,000 shares subject to possible redemption) 76 76 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2025 and December 31, 2024 575 575 Additional paid-in capital — — Accumulated deficit ( 9,487,589 ) ( 8,843,780 ) TOTAL SHAREHOLDERS' DEFICIT ( 9,486,938 ) ( 8,843,129 ) TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 242,309,629 $ 235,507,478 The accompanying notes are an integral part of these condensed financial statements. 1 ANDRETTI ACQUISITION CORP. II CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended September 30, For the Nine Months Ended September 30,

View Full Filing

View this 10-Q filing on SEC EDGAR

View on Read The Filing