Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (a Cayman Islands exempted corporation and blank check company/SPAC).
Reporting Period: Quarter ended September 30, 2024 (Inception: May 21, 2024).
Status: The Company consummated its Initial Public Offering (IPO) on September 9, 2024. As of the filing date, no specific Business Combination target has been selected, and no operations have commenced other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Income (3 Months Ended Sept 30, 2024) | $581,366 |
| Net Income (Inception to Sept 30, 2024) | $537,674 |
| Operating Loss (3 Months) | ($82,759) |
| Interest Income (Trust Account) | $664,125 |
| Cash (Outside Trust) | $876,169 |
| Marketable Securities (Trust Account) | $231,814,125 |
| Total Assets | $233,002,851 |
| Total Liabilities | $9,855,081 |
| Deferred Underwriting Fee | $9,775,000 |
| Working Capital Surplus | $1,003,124 |
| Shares Outstanding (Class A Public) | 23,000,000 (Subject to redemption) |
| Shares Outstanding (Class B Founder) | 5,750,000 |
Material Changes and IPO Details
The Company was formed on May 21, 2024, and completed its IPO on September 9, 2024. This represents the primary material change from the prior period (inception).
- IPO Proceeds: Sold 23,000,000 Units at $10.00 per unit (including full exercise of 3,000,000 over-allotment units), generating gross proceeds of $230,000,000.
- Private Placement: Simultaneously sold 760,000 Private Placement Units to the Sponsor and BTIG at $10.00 per unit, generating $7,600,000.
- Trust Account: $231,150,000 ($10.05 per unit) was deposited into the Trust Account. As of September 30, 2024, the balance grew to $231,814,125 due to interest income.
- Transaction Costs: Total costs were $15,014,904, comprising $4,600,000 in cash underwriting fees, $9,775,000 in deferred underwriting fees, and $639,904 in other offering costs.
Outlook, Risks, and Management Commentary
Outlook and Liquidity: The Company has sufficient funds for working capital needs for at least one year. It intends to use funds outside the Trust Account for due diligence and transaction costs. If a Business Combination is not completed within 24 months of the IPO closing, the Company will liquidate and redeem public shares.
Risks and Contingencies:
- Geopolitical Instability: The filing highlights risks related to the Russia-Ukraine conflict and the Israel-Hamas conflict, which could disrupt global markets and capital availability.
- Regulatory Changes: New SEC rules for SPACs effective July 1, 2024, may increase costs and time required to complete a Business Combination.
- Investment Company Act: The Company must manage Trust Account assets to avoid being classified as an investment company.
- Sponsor Indemnity: The Sponsor has agreed to indemnify the Company for claims reducing Trust Account funds below $10.05 per share, though the Company has not verified the Sponsor's ability to satisfy this obligation.
Unusual Items: Net income is driven entirely by interest earned on the Trust Account, offset by formation and general administrative costs. There are no operating revenues.
Investor Verification Checklist
- Verify the current balance of the Trust Account and the per-share redemption value ($10.08 as of Sept 30, 2024).
- Confirm the status of the 24-month deadline to complete a Business Combination (counting from September 9, 2024).
- Review the Sponsor's financial capacity to fulfill the indemnification obligation regarding Trust Account claims.
- Monitor the impact of new 2024 SPAC regulations on the Company's ability to negotiate a target.
- Check for any updates on the resignation of Zakary C. Brown from the Board of Directors.