Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (POLE)
Reporting Period: Quarter ended September 30, 2025
Business Type: Cayman Islands exempted company (Special Purpose Acquisition Company) incorporated on May 21, 2024. The Company is a "blank check" entity formed to effect a business combination with one or more target businesses. As of the reporting date, no specific target has been selected, and the Company has not commenced operations other than organizational activities and identifying targets.
Capital Structure: 23,000,000 Public Shares (Class A) subject to redemption, 760,000 Private Placement Shares (Class A), and 5,750,000 Founder Shares (Class B). The Company is classified as a shell company, smaller reporting company, and emerging growth company.
Key Financial Metrics
| Metric | Q3 2025 (3 Months) | YTD 2025 (9 Months) | Balance Sheet (Sep 30, 2025) |
|---|---|---|---|
| Net Income | $2,230,406 | $6,783,612 | — |
| Operating Loss | $(270,994) | $(643,809) | — |
| Interest Income (Trust) | $2,501,400 | $7,427,421 | — |
| Trust Account Balance | — | — | $241,927,472 |
| Cash (Outside Trust) | — | — | $207,470 |
| Working Capital | — | — | $288,062 |
| Deferred Underwriting Fee | — | — | $9,775,000 |
| Redemption Value per Share | — | — | $10.52 |
Material Changes vs. Prior Period
- Net Income Growth: Net income for the three months ended September 30, 2025, was $2.23 million, a significant increase from $581,366 in the same period in 2024. This is primarily driven by higher interest income earned on marketable securities held in the Trust Account ($2.50 million vs. $664,125).
- Operating Expenses: General and administrative costs increased to $270,994 for Q3 2025 from $82,759 in Q3 2024, reflecting ongoing operational costs as the Company searches for a target.
- Trust Account Accretion: The Trust Account balance grew from $234.5 million at year-end 2024 to $241.9 million at September 30, 2025, due to interest earnings. Consequently, the redemption value per share increased from $10.20 to $10.52.
- Cash Position: Operating cash outside the Trust Account decreased from $798,454 at December 31, 2024, to $207,470 at September 30, 2025, due to operating cash outflows of approximately $591,000 for the nine-month period.
Outlook, Risks, and Contingencies
- Going Concern: The filing explicitly states that the Company's liquidity condition and mandatory liquidation within one year (if a business combination is not consummated by September 9, 2026) raise substantial doubt about its ability to continue as a going concern. Management plans to address this by completing a business combination.
- Capital Needs: The Company 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.
- Subsequent Events (Post-Sept 30, 2025):
- Advisory Agreement Amendment: On October 6, 2025, the Capital Markets Advisory Agreement was amended to include an additional target, with a potential fee of $3,000,000.
- Working Capital Notes: On October 14, 2025, the Company issued unsecured promissory notes totaling $1.5 million to William J. Sandbrook, Michael Andretti, and William M. Brown. As of the filing date, $200,000 had been drawn, with $1.3 million remaining available. These notes are convertible into units at $10.00 per unit upon a business combination.
- Risks: Risks include failure to complete a business combination, economic volatility, and the potential inability to secure additional financing. The Company is not required to provide detailed risk factors in this 10-Q as a smaller reporting company.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance and redemption value per share ($10.52 as of Q3).
- Liquidity Runway: Assess the sufficiency of the $207,470 operating cash balance against the $288,062 working capital surplus and the $1.5 million available working capital notes to fund operations until the September 2026 deadline.
- Deferred Fees: Confirm the $9,775,000 deferred underwriting fee obligation payable upon a successful business combination.
- Subsequent Financing: Review the terms of the October 2025 promissory notes issued to directors/officers and the potential dilution if converted into units.
- Target Search Status: Monitor for announcements regarding the "identified target" mentioned in the Capital Markets Advisory Agreement amendments.