Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (POLE)
Reporting Period: Quarter ended June 30, 2025
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company/SPAC) incorporated on May 21, 2024. The Company is a "blank check" company formed to effect a business combination with one or more target businesses. As of June 30, 2025, no specific target has been selected, and the Company has not commenced operations.
Capital Structure: 23,000,000 Class A ordinary shares subject to possible redemption (Public Shares) and 5,750,000 Class B ordinary shares (Founder Shares) are outstanding. The Company also has 11,880,000 warrants outstanding.
Key Financial Metrics
| Metric | June 30, 2025 | Dec 31, 2024 |
|---|---|---|
| Total Assets | $240,066,728 | $235,507,478 |
| Trust Account Balance | $239,426,072 | $234,500,051 |
| Cash (Operating) | $459,437 | $798,454 |
| Total Liabilities | $9,856,600 | $9,850,556 |
| Deferred Underwriting Fee | $9,775,000 | $9,775,000 |
| Shareholders' Deficit | $(9,215,944) | $(8,843,129) |
Results of Operations (Six Months Ended June 30, 2025)
- Revenue: $0 (No operating revenue generated).
- Interest Income (Trust Account): $4,926,021.
- General and Administrative Costs: $372,815.
- Net Income: $4,553,206.
- Net Income Per Share (Class A & B): $0.15 (Basic and Diluted).
Liquidity and Cash Flow
- Net Cash Used in Operating Activities: $(339,017) for the six months ended June 30, 2025.
- Working Capital Surplus: $538,834 as of June 30, 2025.
- Going Concern: The filing states that the Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of one year after the issuance date without additional financing or a business combination.
Material Changes vs. Prior Period
- Trust Account Growth: The Trust Account balance increased by approximately $4.9 million from December 31, 2024, to June 30, 2025, driven entirely by interest earned on marketable securities (U.S. Treasury obligations).
- Operating Cash Decline: Operating cash decreased by approximately $339,000 during the six-month period, primarily due to general and administrative expenses exceeding cash inflows from operations.
- Accretion of Redemption Value: The redemption value of Class A ordinary shares increased from $10.20 per share at December 31, 2024, to $10.41 per share at June 30, 2025, reflecting the accumulation of interest income.
- Profitability: The Company reported a net loss of $43,692 for the period from inception (May 21, 2024) through June 30, 2024. In contrast, the six months ended June 30, 2025, resulted in a net income of $4.55 million due to significant interest income.
Guidance, Outlook, Risks, and Contingencies
Outlook and Management Commentary
- Business Combination Deadline: The Company must complete an initial business combination within 24 months from the closing of the Initial Public Offering (September 9, 2024), or by an earlier liquidation date approved by the board. Failure to do so will result in redemption of public shares and liquidation.
- Capital Needs: Management may need to raise additional capital through loans or investments from the Sponsor, officers, or third parties to meet working capital needs. There is no assurance such financing will be available.
- Advisory Agreement: On February 13, 2025, the Company entered into a Capital Markets Advisory Agreement. If a business combination is consummated with an identified target, the advisor is entitled to a fee of $4,250,000 (50% potentially payable in shares) plus up to $750,000 in performance fees. No expense has been recorded as the closing is not considered probable as of June 30, 2025.
Risks and Contingencies
- Going Concern: Substantial doubt exists regarding the Company's ability to continue as a going concern for one year following the report date.
- Market Conditions: Results of operations and ability to complete a business combination may be adversely affected by economic uncertainty, inflation, interest rate fluctuations, and geopolitical instability.
- Trust Account Claims: Proceeds in the Trust Account could become subject to claims of the Company's creditors, which could have priority over public shareholders' claims.
- Warrant Exercise: Warrants are not exercisable until 30 days after the completion of a business combination and expire five years thereafter. They may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which directly influences the redemption price per share ($10.41 as of June 30, 2025).
- Extension Possibility: Confirm if the Company has the ability or intent to extend the 24-month combination period, as this would require shareholder approval and potentially additional capital contributions.
- Deferred Underwriting Fee: Note the $9,775,000 deferred fee payable only upon successful completion of a business combination; this is a significant contingent liability.
- Advisory Fee Contingency: Monitor the status of the identified target and the potential $4.25 million advisory fee, which could impact net proceeds to shareholders upon a deal closing.
- Working Capital Runway: Assess the $459,437 in operating cash against monthly burn rates (approx. $62,500/month in G&A including CEO and admin fees) to determine the urgency of a deal or additional financing.