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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
