Andretti Acquisition Corp. II issues interest-free notes at $10/unit

Andretti Acquisition Corp. II entered into three unsecured, interest-free promissory notes for working capital.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Andretti Acquisition Corp. II entered into three unsecured, interest-free promissory notes for working capital. On October 14, 2025, the company issued notes to William J. Sandbrook for $720,000, Michael Andretti for $300,000, and William M. Brown for $480,000. The notes are due upon the earlier of the company’s initial business combination or its liquidation.

If no business combination occurs, repayment will come only from funds outside the IPO trust account, if any. At the payees’ option and subject to conditions, any unpaid principal may convert on the business combination date into company units at $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. These securities carry registration rights under a September 5, 2024 agreement. A failure to pay within one business day of maturity is an event of default. The issuance relied on the Section 4(a)(2) exemption.

Insights

Non-interest notes add working capital with optional $10/unit conversion.

Andretti Acquisition Corp. II raised flexible working capital via three unsecured, interest-free notes tied to its business combination milestone. The notes mature at the earlier of the business combination or liquidation, aligning repayment with typical SPAC timelines and preserving the IPO trust account if no deal closes.

Conversion at $10.00 per unit into one Class A share and one-half warrant mirrors private placement terms and provides equity-settlement optionality for the payees. Registration rights are specified by the September 5, 2024 agreement, supporting potential liquidity after effectiveness.

This is an administrative financing step typical for SPACs; impact depends on business combination outcomes. The filing also defines an event of default if unpaid one business day after maturity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did POLE disclose in this 8-K?

The company issued three unsecured, interest-free promissory notes for working capital, maturing at the earlier of a business combination or liquidation.

Who received the notes and in what amounts at POLE?

William J. Sandbrook $720,000; Michael Andretti $300,000; William M. Brown $480,000.

Are the POLE notes interest-bearing or secured?

They bear no interest and are unsecured.

When are the POLE notes due?

On the earlier of the company’s initial business combination or its liquidation.

Can the POLE notes convert into equity?

At the payees’ option and subject to conditions, unpaid principal may convert at $10.00 per unit into one Class A share and one-half warrant on the business combination date.

How are the POLE notes repaid if no business combination occurs?

Only from amounts remaining outside the IPO trust account, if any.

What securities law exemption did POLE rely on?

Section 4(a)(2) of the Securities Act of 1933.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/15/2025 - 12:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 14, 2025

Andretti Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42268		98-1792547
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Kimball Place, Suite 550, Alpharetta, GA		30009
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 299-2201

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	POLEU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	POLE	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	POLEW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2025, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued three separate unsecured promissory notes (the “Notes”) to each of William J. Sandbrook, Michael Andretti and William M. Brown (collectively, the “Payees”), in total principal amounts of $720,000, $300,000 and $480,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by the Company for working capital purposes.

The Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial business combination (the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity Date”). In the event that the Company does not consummate a Business Combination, the Notes will be repaid only from amounts remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its securities (the “IPO”), if any.

If, prior to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion Unit”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, of the Company at a conversion price of $10.00 per Conversion Unit, on the date of the Business Combination. The Conversion Units shall be identical to the units issued by the Company in a private placement upon consummation of its IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of September 5, 2024.

A failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Promissory Note.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Andretti Acquisition Corp. II

	By:	/s/ William M. Brown
	Name:	William M. Brown
	Title:	Chief Executive Officer

Dated: October 15, 2025

Source: View Original Filing on SEC EDGAR

Andretti Acquisition Corp. II issues interest-free notes at $10/unit

Rhea-AI Filing Summary

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