Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (Cayman Islands exempted company)
Filing Type: Form 8-K (Current Report)
Date of Report: April 27, 2026
Reporting Period: Specific event date (April 27, 2026)
Business Context: The Company is a Special Purpose Acquisition Company (SPAC) currently seeking an initial business combination. It is classified as an emerging growth company.
Key Financial Metrics
Debt and Liquidity:
- New Debt Obligation: The Company amended and restated three unsecured promissory notes, increasing the aggregate principal amount to $4,375,000.
- Interest Rate: 0% (Non-interest bearing).
- Maturity: Due upon the earlier of the consummation of the initial business combination or the date of liquidation.
- Use of Proceeds: Working capital purposes.
- Liquidity Constraint: In the event of liquidation without a business combination, repayment is limited to amounts remaining outside the Company's trust account.
- The filing text does not provide a clear value for revenue, profit, cash flow, or operating margins as this is a current report regarding a specific financing event, not a periodic financial statement.
Material Changes Versus Prior Period
Amendment of Promissory Notes:
- Previous Principal (Oct 14, 2025): $1,500,000 aggregate ($720,000 to William J. Sandbrook; $300,000 to Michael Andretti; $480,000 to William M. Brown).
- Revised Principal (Apr 27, 2026): $4,375,000 aggregate ($2,100,000 to William J. Sandbrook; $875,000 to Michael Andretti; $1,400,000 to William M. Brown).
- Net Increase: $2,875,000 in total principal obligation.
- Up to $1,500,000 of the principal may be converted into "Conversion Units" (one Class A ordinary share and one-half of one redeemable warrant) at a price of $10.00 per unit upon the business combination, at the Payees' option.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Outlook:
- The Company intends to use the proceeds for working capital to facilitate operations prior to a business combination.
- Repayment Risk: If no business combination occurs, the notes are repayable only from funds outside the trust account, which may be insufficient.
- Default Risk: Failure to pay within one business day of the Maturity Date constitutes an event of default, allowing immediate acceleration of the debt.
- Dilution Risk: Conversion of up to $1,500,000 of debt into equity units will dilute existing shareholders upon a business combination.
- The issuance was made pursuant to the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the current balance of funds available outside the trust account to assess the Company's ability to repay the $4,375,000 debt if liquidation occurs.
- Confirm the specific terms of the "Conversion Units" and their impact on the capital structure upon a potential business combination.
- Review the attached Exhibit 10.1 (Form of Amended and Restated Promissory Note) for detailed covenants and conditions not fully summarized in the 8-K.
- Monitor the status of the initial business combination search, as the debt maturity is directly tied to this event.