UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42268 Andretti Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1792547 | | --- | --- | | ( ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to Commission file number: 001-42268 Andretti Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) | Cayman Islands | 98-1792547 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter en ...

IPO and Fundraising - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Public Units at $10.00 each[24]. - An additional $7,600,000 was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total funds to $231,150,000 in the Trust Account[25][26]. - The company has placed $231,150,000 in its Trust Account from the proceeds of its Initial Public Offering and Private Placement[126]. - Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account, which includes approximately $3,350,051 of interest income[159][160]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Public Units at $10.00 per unit[159]. - The underwriters of the Initial Public Offering exercised an Over-Allotment Option, purchasing an additional 3,000,000 Option Units at $10.00 per unit[167]. - The cash underwriting discount for the Initial Public Offering was 2.00% of gross proceeds, totaling $4,600,000, with a deferred underwriting discount of 4.25%, amounting to $9,775,000[168]. Business Combination Plans - The company must complete its initial Business Combination by September 9, 2026, or face termination and distribution of Trust Account funds to shareholders[27][49]. - The Nasdaq Rules require the company to complete one or more business combinations with an aggregate fair market value of at least 80% of the Trust Account assets[50]. - The management team is focused on acquiring companies with strong competitive positions and potential for long-term growth, leveraging their extensive network[32][33]. - The company aims to identify businesses with proven or attractive future financial performance and a clear path to profitability[39]. - The acquisition process includes due diligence, which involves meetings with management, document reviews, and financial assessments[44]. - The company plans to provide shareholders the opportunity to redeem their Public Shares upon completion of the initial Business Combination[47]. - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of the Public Shares at a price based on the Trust Account balance[49]. - The company has $234,500,051 available for a Business Combination as of December 31, 2024, before redemptions and taxes[59]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it acquires at least 50% of the voting securities[51]. - The company anticipates that its initial Business Combination may involve issuing a substantial number of new Ordinary Shares, potentially resulting in existing shareholders owning less than a majority of the company post-transaction[51]. - The company may pursue Business Combination opportunities with affiliated entities, provided an independent valuation opinion is obtained to ensure fairness[52]. - The company has not secured third-party financing for its Business Combination, which may affect its ability to complete the transaction[59]. - The company may face conflicts of interest due to its management team owning Founder Shares and Private Placement Units, which could incentivize them to complete a transaction even if it is not in the best interest of public shareholders[53]. - The company may not have the resources to diversify its operations after the initial Business Combination, which could increase risk[60]. - The company may seek shareholder approval for its initial Business Combination, but it can also conduct redemptions without a vote under certain conditions[64]. - The company may engage finders to identify potential Business Combination targets, with fees typically tied to the completion of a transaction[58]. - The company may enter into private transactions with public shareholders to incentivize them to vote in favor of the Business Combination[67]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash, resulting in all Public Shares submitted for redemption being returned[74]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[75]. - A quorum for shareholder meetings requires at least one third of the issued and outstanding Ordinary Shares to be represented[78]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[86]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[84]. - If the initial Business Combination is structured as a statutory merger, a Special Resolution will be required for approval[78]. - The company may raise funds through equity-linked securities or loans to meet cash requirements for the initial Business Combination[85]. - The redemption offer will remain open for at least 20 business days if conducted under tender offer rules[82]. - The company will disclose material items related to any purchases of securities by its Sponsor, directors, and officers prior to the general meeting[72]. - The nominal cost for certifying Public Shares or delivering them through the DWAC System is approximately $100, which may be passed on to redeeming holders by brokers[89]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any pro rata share from the Trust Account[91]. - The estimated Redemption Price upon dissolution is approximately $10.15 as of December 31, 2024, but actual amounts may be less due to creditor claims[98]. - The company has approximately $798,454 available from proceeds outside the Trust Account to cover costs associated with liquidation, estimated to be no more than $100,000[97]. - The Sponsor has agreed to indemnify the Trust Account against claims that could reduce the amount below $10.05 per Public Share[100]. - The company may seek shareholder approval to extend the Combination Period if it cannot consummate its Initial Business Combination by September 9, 2026, which could reduce the amount held in the Trust Account[122]. - If the company does not complete its Initial Business Combination by September 5, 2027, its securities may be suspended from trading on Nasdaq and delisted[123]. - The company anticipates that the share price of the post-Business Combination entity may be less than the Redemption Price of its Public Shares[126]. - The company may face increased costs and risks if it attempts to complete multiple Business Combinations simultaneously[120]. - The company is subject to risks related to its status as a blank check company with no revenue or established business operations[118]. - The company may not be able to complete its Initial Business Combination if it encounters regulatory review or approval issues[120]. - The company may instruct the trustee to liquidate investments in the Trust Account to mitigate the risk of being deemed an investment company, potentially reducing the amount available for Public Shareholders[121]. Financial Performance and Position - The company reported a net income of $3,046,826 for the period from May 21, 2024, through December 31, 2024, primarily from interest earned on marketable securities[155]. - The company incurred $15,014,904 in Initial Public Offering related costs, including $4,600,000 of cash underwriting fees and $9,775,000 of deferred underwriting fees[159]. - As of December 31, 2024, the company had cash of $798,454 available for identifying and evaluating target businesses[161]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination[160]. - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of its initial Business Combination[142]. - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks and identifying a target company[154]. - The company may face adverse effects on its results of operations due to various economic uncertainties, including fluctuations in interest rates and geopolitical instability[156]. - The company may receive up to $1,500,000 in Working Capital Loans, convertible into units at $10.00 per unit if a Business Combination is completed[162]. - The company has no long-term debt or capital lease obligations, indicating a strong balance sheet position[164]. - Ordinary Shares subject to possible redemption are classified as temporary equity, with their carrying value adjusted to redemption value at the end of each reporting period[170][171]. - The company does not expect to raise additional funds for operating expenditures but may need financing for Business Combination completion or share redemptions[163]. - The company has not identified any critical accounting estimates that could materially differ from actual results[169]. - The weighted average Ordinary Shares outstanding is used to calculate net income per Ordinary Share, with diluted income per share being the same as basic due to anti-dilutive Warrants[172]. - Management concluded that disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024[179]. Management and Governance - The management team has significant experience in SPAC transactions and aims to create value for shareholders through strategic acquisitions[31][32]. - The company has two officers dedicated to identifying and negotiating with acquisition targets for the initial Business Combination[107]. - Shareholders will receive audited financial statements of the prospective target business as part of the proxy solicitation materials[109]. - The company may not be able to acquire a proposed target business if it cannot provide financial statements in accordance with federal proxy rules[109]. - The company is classified as an "emerging growth company" and will remain so until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[115]. - The Board of Directors consists of six members, divided into three classes, with each class serving a three-year term[208]. - James W. Keyes and John J. Romanelli are in the first class of directors, with their terms expiring at the first annual general meeting[209]. - Michael M. Andretti, Cassandra S. Lee, and Gerald D. Putnam are in the second class of directors, with their terms expiring at the second annual general meeting[209]. - Mario Andretti, a special advisor, has a career record of 111 race wins and is a four-time Indy car season champion[202]. - The company has no material legal proceedings involving any director or executive officer[207]. - The management team is positioned to assist businesses acquired, although past performance does not guarantee future success[205]. - The company is not required to hold an annual general meeting until one year after its first fiscal year end following its listing on Nasdaq[208]. - The company has established an Audit Committee comprised of three independent members: Cassandra S. Lee, Gerald D. Putnam, and John J. Romanelli[213]. - Cassandra S. Lee is recognized as an "audit committee financial expert" as defined by applicable SEC rules[214]. - The Compensation Committee consists of two independent members: James W. Keyes and Gerald D. Putnam, with Gerald D. Putnam serving as chair[215]. - The Compensation Committee is responsible for overseeing the integrity of financial statements and compliance with legal and regulatory requirements[216]. - The company has adopted a Code of Business Conduct and Ethics applicable to directors, officers, and employees[223]. - The Audit Committee is tasked with reviewing annual and quarterly financial statements with management and the independent registered public accounting firm[216]. - The Compensation Committee evaluates the CEO's performance and determines remuneration based on established corporate goals[217]. - The company does not have a standing nominating committee but allows independent directors to recommend nominees[220]. - Shareholders can propose director candidates for nomination at the annual general meeting[221]. - The company has not established specific minimum qualifications for directors but considers various factors such as integrity and professional reputation[222].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $581,366, primarily from interest earned on marketable securities held in the Trust Account[92]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit[94]. - As of September 30, 2024, the company had marketable securities held in the Trust Account totaling $231,814,125, including approximately $664,125 of interest income[95]. - The company incurred $15,014,904 in Initial Public Offering related costs, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[94]. - The company has incurred general and administrative costs of $82,759 for the three months ended September 30, 2024[92]. Cash and Financing - The company had cash of $876,169 as of September 30, 2024, intended for identifying and evaluating target businesses[96]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of Public Shares[98]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[99][101]. Business Strategy - The company plans to use substantially all funds in the Trust Account to complete its Business Combination[95]. Risk Factors - The company has no material changes to risk factors since its final prospectus for the Initial Public Offering[110].