Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (Cayman Islands exempted company)
Filing Type: Form 8-K (Current Report)
Date of Report: October 14, 2025
Reporting Period: Event date October 14, 2025
Business Context: The Company is a Special Purpose Acquisition Company (SPAC) seeking an initial business combination. It is classified as an emerging growth company.
Key Financial Metrics
Revenue, Profit, and Cash Flow: The filing text does not provide revenue, profit, or cash flow figures as this is a current report regarding a specific transaction, not a periodic financial statement.
Debt and Liquidity: The Company issued unsecured promissory notes totaling $1,500,000 in principal amount to three related parties (William J. Sandbrook, Michael Andretti, and William M. Brown).
Use of Proceeds: Working capital purposes.
Interest Rate: 0% (Notes bear no interest).
Material Changes and Transaction Details
- New Debt Obligation: Issuance of three separate promissory notes on October 14, 2025.
- Repayment Terms: Due upon the earlier of the consummation of the initial business combination or the date of liquidation.
- Repayment Source: If no business combination occurs, repayment is limited to amounts remaining outside the Company's trust account.
- Conversion Option: If unpaid prior to the business combination, the notes may be converted at the Payees' option into Conversion Units (one Class A ordinary share and one-half of one redeemable warrant) at a price of $10.00 per unit.
- Default Clause: Failure to pay within one business day of the Maturity Date constitutes an event of default, allowing immediate acceleration of the debt.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of financing to support working capital needs pending a business combination.
Risks and Contingencies:
- Liquidity Risk: Repayment of the notes in the event of liquidation is contingent on funds remaining outside the trust account; if insufficient, the notes may not be fully repaid in cash.
- Dilution Risk: Conversion of the notes into equity units could result in dilution to existing shareholders upon a business combination.
- Default Risk: Strict default provisions allow for immediate acceleration of the debt obligation.
Investor Verification Checklist
- Verify the total outstanding principal of the promissory notes ($1,500,000) and the specific allocation among the three payees.
- Confirm the current balance of funds available outside the trust account to assess the ability to repay the notes in a liquidation scenario.
- Review the Registration Rights Agreement dated September 5, 2024, to understand the liquidity rights attached to the potential conversion units.
- Monitor the status of the initial business combination to determine the Maturity Date for the notes.