Andretti Acquisition Corp. II
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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FY2025 · Filed Mar 24, 2026
POLE$10.740.0%Stored close · as of Nov 5, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Balance Sheets as of December 31, 2025 and 2024
BALANCE SHEETS
| December 31, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| ASSETS | ||
| Current assets | ||
| Cash | $48,469 | $798,454 |
| Prepaid expenses | 113,584 | 132,201 |
| Total current assets | 162,053 | 930,655 |
| Long-term prepaid insurance | — | 76,772 |
| Marketable securities held in Trust Account | 244,261,293 | 234,500,051 |
| TOTAL ASSETS | $244,423,346 | $235,507,478 |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||
| Current liabilities | ||
| Accrued expenses | $191,059 | $75,556 |
| Total current liabilities | 191,059 | 75,556 |
| Convertible note - related party | 450,000 | ― |
| Deferred underwriting fee payable | 9,775,000 | 9,775,000 |
| TOTAL LIABILITIES | 10,416,059 | 9,850,556 |
| COMMITMENTS AND CONTINGENCIES (Note 6) | ||
| Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.62 and $10.20 per share at December 31, 2025 and 2024, respectively | 244,261,293 | 234,500,051 |
| SHAREHOLDERS’ DEFICIT | ||
| Preferred shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at December 31, 2025 and 2024 | — | — |
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding at December 31, 2025 and 2024 (excluding 23,000,000 shares subject to possible redemption) | 76 | 76 |
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding at December 31, 2025 and 2024 | 575 | 575 |
| Additional paid-in capital | — | — |
| Accumulated deficit | (10,254,657) | (8,843,780) |
| TOTAL SHAREHOLDERS’ DEFICIT | (10,254,006) | (8,843,129) |
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $244,423,346 | $235,507,478 |
STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | For the Period from May 21, 2024 (Inception) Through December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Formation and general and administrative costs | $1,410,877 | $303,225 |
| Loss from operations | (1,410,877) | (303,225) |
| Other income: | ||
| Interest earned on marketable securities held in Trust Account | 9,761,242 | 3,350,051 |
| Total other income | 9,761,242 | 3,350,051 |
| Net income | $8,350,365 | $3,046,826 |
| Weighted average shares outstanding, Class A redeemable ordinary shares | 23,000,000 | 11,602,679 |
| Basic net income per share, Class A redeemable ordinary shares | $0.28 | $0.18 |
| Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares | 6,510,000 | 5,694,777 |
| Basic net income per share, Class A and Class B non-redeemable ordinary shares | $0.28 | $0.18 |
| Weighted average shares outstanding, Class A redeemable ordinary shares | 23,000,000 | 11,602,679 |
| Diluted net income per share, Class A redeemable ordinary shares | $0.28 | $0.17 |
| Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares | 6,510,000 | 5,929,152 |
| Diluted net income per share, Class A and B non-redeemable ordinary shares | $0.28 | $0.17 |
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEAR ENDED DECEMBER 31, 2025 AND
FOR THE PERIOD FROM MAY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024
| Class A Ordinary Shares · Class B Ordinary Shares · Additional Paid-in · Accumulated · Total Shareholders’ | |||||||
|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | |
| Balance — May 21, 2024 (Inception) | — | $— | — | $— | $— | $— | $— |
| Issuance of Class B ordinary shares to Sponsor | — | — | 5,750,000 | 575 | 24,425 | — | 25,000 |
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | (9,151,921) | (11,890,606) | (21,042,527) |
| Sale of 760,000 Private Placement Units | 760,000 | 76 | — | — | 7,599,924 | — | 7,600,000 |
| Fair Value of Public Warrants at issuance | — | — | — | — | 1,656,000 | — | 1,656,000 |
| Allocated value of transaction costs | — | — | — | — | (128,428) | — | (128,428) |
| Net income | — | — | — | — | — | 3,046,826 | 3,046,826 |
| Balance – December 31, 2024 | 760,000 | 76 | 5,750,000 | 575 | — | (8,843,780) | (8,843,129) |
| Accretion for Class A ordinary shares to redemption amount | — | — | — | — | ― | (9,761,242) | (9,761,242) |
| Net income | — | — | — | — | — | 8,350,365 | 8,350,365 |
| Balance – December 31, 2025 | 760,000 | $76 | 5,750,000 | $575 | $— | $(10,254,657) | $(10,254,006) |
STATEMENTS OF CASH FLOWS
| For the Year Ended December 31, | For the Period from May 21, 2024 (Inception) Through December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Cash Flows from Operating Activities: | ||
| Net income | $8,350,365 | $3,046,826 |
| Adjustments to reconcile net income to net cash used in operating activities: | ||
| Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares | — | 7,909 |
| Payment of formation and general costs through promissory note | — | 37,185 |
| Interest income on marketable securities held in Trust Account | (9,761,242) | (3,350,051) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | 18,617 | (132,201) |
| Long-term prepaid insurance | 76,772 | (76,772) |
| Accrued expenses | 115,503 | 75,556 |
| Net cash used in operating activities | (1,199,985) | (391,548) |
| Cash Flows from Investing Activities: | ||
| Investment of cash into Trust Account | — | (231,150,000) |
| Net cash used in investing activities | — | (231,150,000) |
| Cash Flows from Financing Activities: | ||
| Proceeds from sale of Units, net of underwriting discounts paid | — | 225,400,000 |
| Proceeds from sale of Private Placement Units | — | 7,600,000 |
| Proceeds from promissory note - related party | — | 150 |
| Proceeds from convertible promissory note - related party | 450,000 | ― |
| Repayment of promissory note - related party | — | (312,130) |
| Payment of offering costs | — | (348,018) |
| Net cash provided by financing activities | 450,000 | 232,340,002 |
| Net Change in Cash | (749,985) | 798,454 |
| Cash – Beginning of period | 798,454 | — |
| Cash – End of period | $48,469 | $798,454 |
| Noncash investing and financing activities: | ||
| Offering costs included in accrued offering costs | $— | $4,584 |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $— | $17,091 |
| Deferred offering costs paid through promissory note – related party | $— | $274,795 |
| Deferred underwriting fee payable | $— | $9,775,000 |
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