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Andretti Acquisition Corp. II(POLEU) - 2024 Q4 - Annual Report
POLEUAndretti Acquisition Corp. II(POLEU)2025-03-25 21:24

IPO and Fundraising - The company completed its Initial Public Offering on September 9, 2024, raising gross proceeds of 230millionfromthesaleof23millionPublicUnitsat230 million from the sale of 23 million Public Units at 10.00 each[24]. - An additional 7.6millionwasgeneratedfromtheprivatesaleof760,000PrivatePlacementUnitsat7.6 million was generated from the private sale of 760,000 Private Placement Units at 10.00 each, bringing total funds to 231.15millionintheTrustAccount[25][26].−Thecompanyhas231.15 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 231,150,000wasplacedintheTrustAccount,whichincludesapproximately231,150,000 was placed in the Trust Account, which includes approximately 3,350,051 of interest income[159][160]. - The company incurred 15,014,904inInitialPublicOfferingrelatedcosts,including15,014,904 in Initial Public Offering related costs, including 4,600,000 of cash underwriting fees and 9,775,000ofdeferredunderwritingfees[159].−TheunderwritersoftheInitialPublicOfferingexercisedanOver−AllotmentOption,purchasinganadditional3,000,000OptionUnitsat9,775,000 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,withadeferredunderwritingdiscountof4.254,600,000, 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 10.15pershare,beforeanyapplicabletaxes[73].−PublicShareholderscanredeemtheirshareseitherthroughageneralmeetingoratenderoffer,withthedecisionmadeatthecompany′sdiscretion[75].−APublicShareholderisrestrictedfromseekingredemptionrightsformorethan1510.15 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 798,454availablefromtheInitialPublicOfferingproceedstocoverpotentialclaimsandliquidationcosts,estimatedtobenomorethan798,454 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,primarilyfrominterestearnedonmarketablesecurities[155].−ThecompanyhasnotgeneratedanyoperatingrevenuestodateanddoesnotexpecttountilafterthecompletionofitsBusinessCombination[154].−ThecompanymaynotbeabletocompleteitsInitialBusinessCombinationifitinvolvesacompanysubjecttoregulatoryreview,whichcouldhinderitsoperations[120].−ThecompanymaywithdrawinterestfromtheTrustAccounttopaytaxes,ifany[160].−ThecompanydoesnotexpecttoraiseadditionalfundsforoperatingexpendituresbutmayneedfinancingforBusinessCombinationcompletionorshareredemptions[163].−Thecompanyissubjecttorisksassociatedwithbeingablankcheckcompanywithnorevenueorestablishedbusinessoperations,whichmayaffectitsabilitytoselectasuitablebusinesstarget[118].−ThecompanymayfaceincreasedcompetitioninfindinganattractivetargetforitsInitialBusinessCombination,potentiallyraisingcostsandrisks[119].−ThecompanymaynotcompletetheinitialBusinessCombinationifthecashconsiderationrequiredexceedstheavailablecash,resultinginallPublicSharessubmittedforredemptionbeingreturned[74].−IftheTrustAccountproceedsfallbelow3,046,826, 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 1.235billionorthemarketvalueofitsClassAOrdinarySharesexceeds1.235 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].