Andretti Acquisition (POLE) ups insider notes to $4.38M with conversion option
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Andretti Acquisition Corp. entered into amended and restated promissory notes with three related parties, increasing total available funding for working capital to $4,375,000. The revised principal amounts are $2,100,000 for William J. Sandbrook, $875,000 for Michael Andretti and $1,400,000 for William M. Brown.
The notes are unsecured, bear no interest and are due on the earlier of the company’s initial business combination or its liquidation. If no business combination occurs, repayment will come only from funds held outside the IPO trust account. Up to $1,500,000 of principal may be converted, at the payees’ option and subject to conditions, into units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, on the date of the business combination.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
Sandbrook note principal: $2,100,000
Andretti note principal: $875,000
Brown note principal: $1,400,000
+4 more
7 metrics
Sandbrook note principal
$2,100,000
Revised principal amount under amended and restated promissory note
Andretti note principal
$875,000
Revised principal amount under amended and restated promissory note
Brown note principal
$1,400,000
Revised principal amount under amended and restated promissory note
Aggregate note principal
$4,375,000
Total principal of amended and restated promissory notes
Convertible principal cap
$1,500,000
Maximum principal that may be converted into units
Unit conversion price
$10.00 per unit
Conversion price for units upon business combination
Warrant exercise price
$11.50 per share
Exercise price of each redeemable warrant listed on Nasdaq
Key Terms
Amended and Restated Promissory Note, initial business combination, trust account, Conversion Unit, +2 more
6 terms
Amended and Restated Promissory Note financial
"On April 27, 2026, the Company amended and restated the Original Notes"
initial business combination financial
"the consummation of the Company’s initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
trust account financial
"the Company’s trust account established in connection with the Company’s initial public offering"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Conversion Unit financial
"may be converted into units of the Company (the “Conversion Unit”)"
registration rights financial
"entitled to the registration rights set forth in that certain Registration Rights Agreement"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"
FAQ
What did Andretti Acquisition Corp. (POLE) change in its promissory notes?
Andretti Acquisition Corp. amended and restated three unsecured promissory notes, increasing total principal to $4,375,000. The notes support working capital needs and are due at the earlier of the initial business combination or company liquidation.
How much funding do the amended notes provide to Andretti Acquisition Corp. (POLE)?
The amended notes provide up to $4,375,000 of principal in total. Individual revised amounts are $2,100,000 for Sandbrook, $875,000 for Andretti and $1,400,000 for Brown, available for working capital purposes.
When do the amended promissory notes of Andretti Acquisition Corp. (POLE) mature?
The amended notes mature on the earlier of the company’s initial business combination or its liquidation. If no business combination occurs, repayment is limited to cash remaining outside the IPO trust account, preserving funds held for public shareholders.
Can Andretti Acquisition Corp. (POLE) promissory notes convert into equity?
Yes. Up to $1,500,000 of principal on the amended notes may convert, at the payees’ option, into units at $10.00 per unit. Each unit includes one Class A ordinary share and one-half of one redeemable warrant, effective on the business combination date.
Do the amended notes of Andretti Acquisition Corp. (POLE) bear interest?
The amended and restated promissory notes bear no interest. They function as interest-free funding from related parties for working capital and are repayable at business combination or liquidation, with a portion optionally convertible into equity-linked units.