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 March 31, 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 | | --- | --- | | ...

IPO and Fundraising - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Public Units at $10.00 each[24]. - An additional $7.6 million was generated from the private sale of 760,000 Private Placement Units at $10.00 each, bringing total funds to $231.15 million in the Trust Account[25][26]. - The company has $234,500,051 available for a Business Combination as of December 31, 2024, before redemptions and taxes[59]. - 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 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]. - 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 and Acquisition Strategy - 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 advantages, seasoned management, and attractive financial profiles[36][39]. - The company aims to leverage its extensive network to identify and evaluate potential acquisition targets[33][32]. - The acquisition process includes due diligence, which involves meetings with management, document reviews, and financial assessments[44]. - The company plans to provide Public Shareholders the opportunity to redeem shares upon completion of the initial Business Combination[47]. - 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 shareholders may collectively own a minority interest in the post-transaction company depending on valuations[51]. - The company may engage independent investment banking firms to provide fairness opinions for Business Combinations with affiliated companies[52]. - The company may seek shareholder approval for its initial Business Combination, but it can conduct redemptions without a vote under certain conditions[64]. - The company may enter into transactions to incentivize Public Shareholders to vote in favor of the Business Combination[67]. - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[106]. - The company has two officers dedicated to identifying and negotiating with acquisition targets for the initial Business Combination[107]. - The company is required to provide audited financial statements of the prospective target business as part of the proxy solicitation materials[109]. Redemption and Shareholder Rights - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of Public Shares at a price based on the Trust Account balance[49]. - As of December 31, 2024, the Redemption Price for Public Shares is approximately $10.15 per share, before any applicable taxes[73]. - 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 Public Shareholder is 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 their share certificates or electronically transfer their shares to the transfer agent prior to the redemption deadline[84]. - If the initial Business Combination is structured as a statutory merger, a Special Resolution will be required for approval[78]. - The redemption offer will remain open for at least 20 business days, and the company cannot complete the initial Business Combination until the expiration of this period[82]. - The company’s Sponsor, officers, and directors have agreed to waive their redemption rights concerning their shares in connection with the initial Business Combination[73]. - Non-votes will not affect the approval of the initial Business Combination once a quorum is obtained, requiring approximately 37.5% of Public Shares to be voted in favor[78]. - 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 the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be no more than $100,000[102]. Financial Performance and Projections - For the period from May 21, 2024, through December 31, 2024, the company reported a net income of $3,046,826, primarily from interest earned on marketable securities[155]. - The company has not generated any operating revenues to date and does not expect to until after the completion of its Business Combination[154]. - The company may not be able to complete its Initial Business Combination if it involves a company subject to regulatory review, which could hinder its operations[120]. - The company may withdraw interest from the Trust Account to pay taxes, if any[160]. - 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 is subject to risks associated with being a blank check company with no revenue or established business operations, which may affect its ability to select a suitable business target[118]. - The company may face increased competition in finding an attractive target for its Initial Business Combination, potentially raising costs and risks[119]. - 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]. - If the Trust Account proceeds fall below $10.05 per Public Share, the company may not be able to complete the initial Business Combination, affecting redemption amounts for Public Shareholders[101]. 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 not secured third-party financing for its Business Combination, which may affect its options[59]. - The company may face conflicts of interest due to its management team's ownership of Founder Shares and Private Placement Units[53]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[100]. - There is no guarantee that third parties will execute agreements waiving claims to the Trust Account, which could expose the company to additional risks[99]. - The company has adopted a Code of Business Conduct and Ethics applicable to directors, officers, and employees[223]. - The company will disclose any amendments or waivers to the Code of Ethics on its website[224]. - The Board of Directors consists of six members, divided into three classes, with each class serving a three-year term[208]. - The Audit Committee consists 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 SEC rules[214]. - The Compensation Committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements[216]. - The Compensation Committee includes James W. Keyes and Gerald D. Putnam, both of whom are independent[215]. - The Board of Directors does not have a standing nominating committee but can recommend director nominees through independent directors[220]. - Only holders of Class B Ordinary Shares are entitled to vote on the appointment and removal of directors prior to the initial Business Combination[210]. - There are no material legal proceedings involving any director or executive officer adverse to the company[207]. Tax and Regulatory Considerations - The company has a tax exemption undertaking from the Cayman Islands government for a period of 30 years, exempting it from taxes on profits, income, gains, or appreciations[111]. - 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 exceeds $700 million[115]. - The company may seek to extend the Combination Period, which would require approval from Public Shareholders[153]. - 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’s disclosure controls and procedures were deemed effective as of the end of the fiscal year on December 31, 2024[179]. - Management does not believe that any recently issued accounting standards will materially affect the financial statements[173]. - The company has not identified any critical accounting estimates that could materially differ from actual results[169]. - The company does not have any long-term debt or capital lease obligations[164].

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 September 30, 2024 ☐ 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) | --- | --- | |----------------------------- ...

Financial Position - As of June 30, 2024, total assets amounted to $233,708, with current assets at $1,402 and deferred offering costs at $232,306[5]. - Total liabilities were reported at $252,400, including accrued offering costs of $112,758 and a promissory note related to a party amounting to $134,642[5]. - The total shareholder's deficit as of June 30, 2024, was reported at $(18,692)[6]. - As of June 30, 2024, the Company had not commenced any operations and had generated no operating revenues, relying solely on non-operating income from interest on investments from the Initial Public Offering proceeds[11]. - As of June 30, 2024, the company had borrowed $134,642 under a promissory note from the Sponsor, which was repaid in full at the closing of the IPO[50][70]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[83]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on September 9, 2024, selling 23,000,000 units, including 3,000,000 units from the underwriters' over-allotment option[6]. - The Initial Public Offering was completed on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units at $10.00 per unit, including an over-allotment option[12]. - An additional $7,600,000 was raised from the sale of 760,000 Private Placement Units at $10.00 per unit, bringing total gross proceeds to $237,600,000[13]. - Transaction costs for the Initial Public Offering totaled $15,014,904, which included $4,600,000 in cash underwriting fees and $9,775,000 in deferred underwriting fees[14]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $4,600,000[69]. - The company completed its Initial Public Offering (IPO) on September 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units, including the full exercise of the underwriters' over-allotment option of 3,000,000 units at $10.00 per unit[68]. Business Operations - The company has not yet generated revenue as it is in the early stages of operations, focusing on capital raising and market positioning[7]. - The Company must complete a Business Combination with target businesses having a fair market value of at least 80% of the net balance in the Trust Account at the time of signing an agreement[15]. - If the Company fails to complete the initial Business Combination within 24 months, it will redeem public shares at a price equal to the amount in the Trust Account, which was $10.05 per share as of September 9, 2024[17]. - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination[78]. - The Company has determined it has access to funds from the Sponsor to meet working capital needs for at least one year from the date of the financial statements[22]. - The Company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[75]. Shareholder Information - As of October 11, 2024, there were 23,760,000 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding[4]. - The company issued 5,750,000 Class B ordinary shares, resulting in additional paid-in capital of $24,425[8]. - The Sponsor made a capital contribution of $25,000 for 5,750,000 Class B ordinary shares, valued at approximately $0.004 per share[48]. - The Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis upon the consummation of the initial Business Combination[63]. - The company is authorized to issue a total of 500,000,000 Class A ordinary shares, with none issued as of June 30, 2024[61]. Compensation and Expenses - General and administrative costs for the period amounted to $43,692, contributing to the overall net loss[7]. - The Chief Executive Officer will receive $12,500 per month for his services starting September 5, 2024[52][67]. - The company has committed to pay the Sponsor $2,500 per month for administrative services starting September 5, 2024[51][67]. Financial Performance - The net loss for the period from May 21, 2024 (inception) through June 30, 2024, was $43,692, resulting in a basic and diluted net loss per share of $0.01[7]. - As of June 30, 2024, the Company reported a net loss of $43,692, primarily due to general and administrative costs[76]. - The Company accounts for income taxes under ASC Topic 740, with a tax provision of zero for the period presented due to its exempt status in the Cayman Islands[34].