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~~March 3031, ~~2024~~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
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7615 Zionsville Road, Indianapolis, Indiana		46268
100 Kimball Place, Suite 550, Alpharetta, GA		30009
(Address of principal executive offices)		(Zip Code)

(~~317~~770) ~~872~~299-~~2700~~2201

(Registrant’s telephone number, including area code)

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
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
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 78, ~~2024~~2025, there were 23,760,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

ANDRETTI ACQUISITION CORP. II

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Unaudited Condensed Balance Sheet as of September 30, 2024		1
Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Unaudited Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from May 21, 2024 (Inception) Through September 30, 2024		2
Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2025		2
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2024 and for the Period from May 21, 2024 (Inception) Through September 30, 2024		3
Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025		3
Unaudited Condensed Statement of Cash Flows for the Period from May 21, 2024 (Inception) Through September 30, 2024		4
Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2025		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		2122
Item 4. Mine Safety Disclosures		2122
Item 5. Other Information		2122
Item 6. Exhibits		22
Part III. Signature		23

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

ANDRETTI ACQUISITION CORP. II

CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2024

	March 31,
	2025			December 31,
	(Unaudited)			2024
ASSETS
Current assets
Cash	$	612,692		$	798,454
Prepaid expenses		189,055			132,201
Total current assets		801,747			930,655
Long-term prepaid insurance		48,655			76,772
Marketable securities held in Trust Account		236,955,653			234,500,051
TOTAL ASSETS	$	237,806,055		$	235,507,478
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	110,730		$	75,556
Total current liabilities		110,730			75,556
Deferred underwriting fee payable		9,775,000			9,775,000
TOTAL LIABILITIES		9,885,730			9,850,556

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.30 and $10.20 per share at March 31, 2025 and December 31, 2024, respectively		236,955,653			234,500,051

SHAREHOLDERS’ DEFICIT

Preferred shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding at March 31, 2025 and December 31, 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 March 31, 2025 and December 31, 2024		575			575
Additional paid-in capital		—			—
Accumulated deficit		(9,035,979	)		(8,843,780	)
TOTAL SHAREHOLDERS’ DEFICIT		(9,035,328	)		(8,843,129	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	237,806,055		$	235,507,478

~~(UNAUDITED)~~The accompanying notes are an integral part of these condensed financial statements.

Assets
Current assets
Cash	$	876,169
Prepaid expenses		207,036
Total current assets		1,083,205
Long-term prepaid insurance		105,521
Marketable securities held in Trust Account		231,814,125
Total Assets	$	233,002,851
Liabilities and Shareholders’ Deficit
Current liabilities
Accrued expenses	$	78,083
Accrued offering costs		1,998
Total current liabilities		80,081
Deferred underwriting fee		9,775,000
Total Liabilities		9,855,081
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.08 per share		231,814,125
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 760,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		76
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		—
Accumulated deficit		(8,667,006	)
Total Shareholders’ Deficit		(8,666,355	)
Total Liabilities and Shareholders’ Deficit	$	233,002,851

The accompanying notes are an integral part of the unaudited condensed financial statements.

ANDRETTI ACQUISITION CORP. II

CONDENSED ~~STATEMENTS~~STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(UNAUDITED)

	For the Three Months Ended September 30,			For the Period from May 21, 2024 (Inception) Through September 30,
General and administrative costs	$	192,199
	2024			2024
Loss from operations		(192,199	)
Formation and general costs	$	82,759		$	126,451
Other income:
Loss from operations		(82,759	)		(126,451	)
Interest earned on marketable securities held in Trust Account		2,455,602
Other income:
Total other income		2,455,602
Interest earned on marketable securities held in Trust Account		664,125			664,125
Net income	$	2,263,403
Total other income, net		664,125			664,125
Weighted average shares outstanding, Class A redeemable ordinary shares		23,000,000
Net income	$	581,366		$	537,674
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.08
Weighted average shares outstanding, Class A redeemable ordinary shares		5,307,692			3,659,091
Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares		6,510,000
Basic net income per share, Class A redeemable ordinary shares	$	0.05		$	0.06
Basic and diluted net income per share, Class A and Class B non-redeemable ordinary shares	$	0.08
Weighted average shares outstanding, Class A and B non-redeemable ordinary shares		5,348,462			5,126,591
Basic net income per share, Class A and B non-redeemable ordinary shares	$	0.05		$	0.06
Weighted average shares outstanding, Class A and B non-redeemable ordinary shares		5,925,385			5,524,318
Diluted net income per share, Class A and B non-redeemable ordinary shares	$	0.05		$	0.06

The accompanying notes are an integral part of ~~the~~this unaudited condensed financial ~~statements~~statement.

ANDRETTI ACQUISITION CORP. II

CONDENSED ~~STATEMENTS~~STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024 AND~~2025 ~~FOR THE PERIOD FROM MAY 21, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 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)		—	$	—		—	$	—	$	—		$	—		$	—
Balance – December 31, 2024		760,000	$	76		5,750,000	$	575	$	—		$	(8,843,780	)	$	(8,843,129	)
Issuance of Class B ordinary shares to Sponsor		—		—		5,750,000		575		24,425			—			25,000
Accretion for Class A ordinary shares subject to possible redemption		—		—		—		—		―			(2,455,602	)		(2,455,602	)
Net loss		—		—		—		—		—			(43,692	)		(43,692	)
Net income		—		—		—		—		—			2,263,403			2,263,403
Balance – June 30, 2024		—		—		5,750,000		575		24,425			(43,692	)		(18,692	)
Balance – March 31, 2025		760,000	$	76		5,750,000	$	575	$	—		$	(9,035,979	)	$	(9,035,328	)
Accretion for Class A ordinary shares to redemption amount		—		—		—		—		(9,151,921	)		(9,204,680	)		(18,356,601	)
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 to Class A shares		—		—		—		—		(128,428	)		—			(128,428	)
Net income		—		—		—		—		—			581,366			581,366
Balance – September 30, 2024		760,000	$	76		5,750,000	$	575	$	—		$	(8,667,006	)	$	(8,666,355	)

The accompanying notes are an integral part of ~~the~~this unaudited condensed financial ~~statements~~statement.

ANDRETTI ACQUISITION CORP. II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE ~~PERIOD~~THREE ~~FROM~~MONTHS ~~MAY~~ENDED ~~21,~~MARCH ~~2024 (INCEPTION) THROUGH SEPTEMBER 30~~31, ~~2024~~2025

(UNAUDITED)

Cash Flows from Operating Activities:
Net income	$	~~537~~2,~~674~~263,403
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
Interest income on marketable securities held in Trust Account		(2,455,602	)
Payment of formation and general costs through promissory note		37,185
Interest income on marketable securities held in Trust Account		(664,125	)
Changes in operating assets and liabilities:
Prepaid expenses		(~~207~~56,~~036~~854	)
Long-term prepaid insurance		~~(105~~28,~~521~~117	)
Accrued expenses		7835,~~083~~174
Net cash used in operating activities		(~~315~~185,~~831~~762	)
Cash Flows from Investing Activities:
Net Change in Cash		(185,762	)
Investment of cash into Trust Account		(231,150,000	)
Cash – Beginning of period		798,454
Net cash used in investing activities		(231,150,000	)
Cash – End of period	$	612,692
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
Repayment of promissory note - related party		(312,130	)
Payment of offering costs		(346,020	)
Net cash provided by financing activities		232,342,000
Net Change in Cash		876,169
Cash – Beginning of period		—
Cash – End of period	$	876,169
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

The accompanying notes are an integral part of ~~the~~this unaudited condensed financial ~~statements~~statement.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Andretti Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on May 21, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of ~~September~~March 3031, ~~2024~~2025, the Company had not selected any specific Business Combination target and the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not commenced any operations. All activities for the period from May 21, 2024 (inception) through ~~September~~March 3031, ~~2024~~2025 relate to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will~~generates ~~generate~~ non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on September 5, 2024. On September 9, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 760,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, to the Company’s sponsor, Andretti Sponsor II LLC (the “Sponsor”), and BTIG, LLC (“BTIG”), the representative of the underwriters of the ~~initial~~Initial Public Offering, generating gross proceeds of $7,600,000, which is described in Note 4.

Transaction costs related to the Initial Public Offering amounted to $15,014,904, consisting of $4,600,000 of cash underwriting fee, $9,775,000 of deferred underwriting fee (see additional discussion in Note 6), and $639,904 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on September 9, 2024, an amount of $231,150,000 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee and will only be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest -bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s ~~public~~Public ~~shares~~Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “~~Completion~~Combination ~~Window~~Period”), subject to applicable law, or (iii) the redemption of the Company’s ~~public~~Public ~~shares~~Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s ~~public~~Public ~~shares~~ Shares if the Company has not consummated an initial Business Combination within the ~~Completion~~Combination ~~Window~~Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their ~~public~~Public ~~shares~~Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding ~~public~~Public ~~shares~~Shares, subject to the limitations. As of ~~September~~March 931, ~~2024~~2025, the amount in the Trust Account was $10.0530 per ~~public~~Public ~~share~~Share.

The ordinary shares subject to possible redemption were recorded at redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the ~~Completion~~ ~~Window~~Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the ~~Completion~~Combination ~~Window~~Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~public~~Public ~~shares~~Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding ~~public~~Public ~~shares~~Shares, which redemption will constitute full and complete payment for the ~~public~~Public ~~shares~~ Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, and the officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and ~~public~~Public ~~shares~~Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and ~~public~~Public ~~shares~~Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the ~~Completion~~Combination ~~Window~~Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any ~~public~~Public ~~shares~~Shares they hold if the Company fails to complete the initial Business Combination within the ~~Completion~~Combination ~~Window~~Period and to ~~liquidating~~ liquidating distributions from assets outside the ~~trust~~Trust ~~account~~Account; and (iv) vote any founder shares and private placement shares held by them and any ~~public~~Public ~~shares~~Shares purchased during or after the Initial Public Offering (including in open market and privately~~-negotiated~~ negotiated transactions) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 ~~per~~ per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the ~~trust~~Trust Account assets, less taxes payable, provided that such ~~liability~~ liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s ~~indemnity~~ indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

On September 30, 2024, Zakary C. Brown resigned as a member of the board of directors of the Company as well as from his position as a member of the compensation committee of the Company’s board of directors. Mr. Brown’s departure was not the result of any disagreement with the Company’s management or board of directors on any matter relating to the Company’s operations, policies or practices.

Liquidity, Capital Resources and Going Concern

As of March 31, 2025, the Company had operating cash of $612,692 and a working capital surplus of $691,017. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

~~Liquidity~~In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of March 31, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and ~~Capital~~Sponsor ~~Resources~~may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

AsThe ofCompany’s ~~September~~liquidity ~~30,~~condition ~~2024,~~raises substantial doubt about the Company’s ~~had~~ability ~~operating cash~~to ofcontinue ~~$876,169~~as ~~and~~ a ~~working~~going ~~capital~~concern ~~surplus~~for a period of ~~$1,003,124.~~time ~~The~~within ~~Company~~one ~~intends~~year toafter ~~use~~the date that the ~~funds~~accompanying ~~held~~condensed financial ~~outside~~statements ~~the~~are ~~Trust~~issued. ~~Account~~Management ~~primarily~~ plans to ~~identify~~address ~~and~~this ~~evaluate~~uncertainty ~~target~~through ~~businesses,~~a ~~perform~~Business ~~business~~Combination. ~~due~~No ~~diligence~~adjustments onhave ~~prospective~~been made ~~target~~to ~~businesses,~~the ~~travel~~carrying amounts of assets or liabilities should the Company be required to ~~and~~liquidate ~~from~~after the ~~offices,~~Combination Period. The Company ~~plants~~intends orto ~~similar~~complete ~~locations~~the ofinitial ~~prospective~~Business ~~target~~Combination ~~businesses~~before orthe ~~their~~end ~~representatives~~of orthe ~~owners~~Combination Period. However, ~~review~~there ~~corporate~~can ~~documents~~be ~~and~~no ~~material~~assurance that ~~agreements~~the ofCompany ~~prospective~~will ~~target~~be ~~businesses,~~able ~~and~~to ~~structure,~~consummate ~~negotiate~~any ~~and~~Business ~~complete~~Combination aby ~~Business~~the end of the Combination Period.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern, as of September 30, 2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance of these financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful.

The Company does not believe that it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate the business prior to the Company’s initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of the public shares upon completion of the Company’s Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus~~Annual ~~for~~Report ~~its~~on ~~Initial~~Form ~~Public~~10-K ~~Offering~~for ~~as filed with~~ the ~~SEC~~fiscal onyear ended ~~September~~December 531, 2024, ~~as well as the Company’s Current Report on Form 8-K, as~~ filed with the SEC on ~~September 13~~March 25, ~~2024~~2025. The interim results for the ~~period~~three ~~from~~months ~~May~~ended ~~21,~~March ~~2024 (inception) through September 30~~31, ~~2024,~~2025 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2024~~2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $~~876~~612,~~169~~692 and $798,454 in cash, respectively, and no cash equivalents as of ~~September~~March 3031, 2025 and December 31, 2024.

Marketable Securities Held in Trust Account

As of ~~September~~March 3031, 2025 and December 31, 2024, the assets held in the Trust Account, amounting to $~~231~~236,~~814~~955,~~125~~653 and $234,500,051, respectively, were held in cash invested in U.S. Treasury funds.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the ~~Class A~~Public ~~ordinary~~Shares ~~shares~~ were charged to temporary equity, and offering costs allocated to the Public Warrants (defined below) and Private Placement ~~Warrants~~Units were charged to shareholders’ ' deficit as the warrants associated with the Initial Public ~~and~~ ~~Private~~Offering ~~Placement~~and ~~Warrants~~private placement, after management’'s evaluation, were accounted for under equity treatment.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Fair Value of Financial Instruments

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Warrant Instruments

The Company accounted for the public warrants (the “Public Warrants”) underlying the Units issued in connection with the Initial Public Offering and the Private Placement Warrants (defined below) underlying the Private Placement Units sold in the private placement consummated simultaneously with the Initial Public Offering in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. There were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants as of ~~September~~March 3031, ~~2024~~2025.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such ~~public~~Public ~~shares~~Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. At the Initial Public Offering, the Company recognized the accretion ~~from~~ from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against ~~additional~~ additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of ~~September~~March 931, 2025 and December 31, 2024, Class A ordinary ~~shares~~ shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit ~~section~~ section of the Company’s condensed balance ~~sheet. As of September 30~~sheets, ~~2024,~~and the Class A ordinary shares subject to possible redemption reflected in the condensed balance ~~sheet~~sheets are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(1,656,000	)
Class A ordinary shares issuance costs		(14,886,476	)
Issuance costs allocated to Public Shares		(14,886,476	)
Plus:
Accretion of carrying value to redemption value		1821,~~356~~042,~~601~~527
Class A Ordinary Shares subject to possible redemption, September 30, 2024	$	231,814,125
Class A ordinary shares subject to possible redemption, December 31, 2024		234,500,051
Plus:
Accretion of carrying value to redemption value		2,455,602
Class A ordinary shares subject to possible redemption, March 31, 2025	$	236,955,653

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Net Income per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. ~~Diluted~~ Diluted net income per share attributable to ordinary shareholders adjust the basic net income per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the ~~periods~~period presented.

The following table reflects the calculation of basic and diluted net income per ordinary share:

	For the Three Months Ended September 30,				For the Period from May 21, 2024 (Inception) Through September 30,
	For the Three Months Ended March 31, 2025
	2024				2024
	Class A Redeemable Ordinary Shares		Class A and Class B Non-Redeemable Ordinary Shares
	Class A		Class A and B non-redeemable		Class A		Class A and B non-redeemable
Basic and diluted net income per ordinary share:
Basic net income per ordinary share:
Numerator:
Numerator:
Allocation of net income	$	1,764,089	$	499,314
Allocation of net income	$	289,571	$	291,795	$	223,932	$	313,742
Denominator:
Denominator:
Basic weighted average ordinary shares outstanding		23,000,000		6,510,000
Basic weighted average ordinary shares outstanding		5,307,692		5,348,462		3,659,091		5,126,591
Basic and diluted net income per ordinary share	$	0.08	$	0.08
Basic net income per ordinary share	$	0.05	$	0.05	$	0.06	$	0.06

Diluted net income per ordinary share:
Numerator:
Allocation of net income	$	274,699	$	306,667	$	214,234	$	323,440
Denominator:
Diluted weighted average ordinary shares outstanding		5,307,692		5,925,385		3,659,091		5,524,318
Diluted net income per ordinary share	$	0.05	$	0.05	$	0.06	$	0.06

Recent Accounting Standards

~~Recent~~In November 2023, the FASB issued Accounting ~~Pronouncements~~Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU became effective as of December 31, 2024, and the Company’s management adopted this ASU in its condensed financial statements and related disclosures.

~~Management~~Our management does not believe that any ~~recently~~other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited ~~condensed~~ condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on September 9, 2024, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable Public Warrant. Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of ~~September 30~~March 31, 2025 and December 31, 2024, there were 11,880,000 warrants outstanding, including 11,500,000 Public Warrants and 380,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of the Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares issuable upon exercise of the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, ~~sub-division~~subdivision or similar event, the number of Class A ~~ordinary~~ ordinary shares issuable upon exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these ~~purposes~~ purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining ~~the~~ the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 760,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per shares, subject to adjustments.

The Private Placement Warrants contained in the Private Placement Units are identical to the warrants sold in the Initial Public Offering except, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of sales in ~~this~~t ~~offering~~the Initial Public Offering in accordance with Financial Industry Regulatory Authority ~~(“FINRA”)~~ Rule 5110(g)(8). The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares, and ~~public~~Public ~~shares~~Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares, private placement shares, and ~~public~~Public ~~shares~~Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the ~~public~~Public ~~shares~~Shares if the Company has not consummated an initial Business Combination within the ~~Completion~~Combination ~~Window~~Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the ~~Completion~~Combination ~~Window~~Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any ~~public~~Public ~~shares~~ Shares they hold if the Company fails to complete the initial Business Combination within the ~~Completion~~Combination ~~Window~~Period and to liquidating distributions from assets outside the ~~trust~~Trust ~~account~~Account; and (iv) vote any founder shares and private placement shares held by them and any ~~public shares~~Public Shares purchased during or after the Initial Public Offering (including in open market and privately- negotiated transactions) in favor of the initial Business Combination.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 24, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, for which the Company issued 5,750,000 Class B ordinary shares, known as founders shares, to the Sponsor. Up to 750,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. On September 9, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

~~NOTE~~The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their founder shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, (C) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination period, or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (D) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares, Public Shares, or private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (E) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5. ~~RELATED~~under ~~PARTY~~the ~~TRANSACTIONS~~Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of the Class B ordinary shares are entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii) the Company’s sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (C) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the completion window or (D) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (E) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares, public shares, or private placement shares if the Company fails to complete the initial Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the trust account and (F) vote any founder shares and private placement shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of the Class B ordinary shares are entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the Company’s constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $400,000, as amended on July 16, 2024, to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. The Company incurred and repaid the total of $312,130 outstanding balance under the note at the closing of the Initial Public Offering on September 9, 2024. As of ~~September~~March 31, 302025 and December 31, 2024, borrowings under the note are no longer available.

Administrative Services Agreement

The Company entered into an agreement, commencing on September 5, 2024, through the earlier of consummation of the initial Business Combination or the liquidation, to pay the Sponsor $2,500 per month for office space, utilities and secretarial and administrative support services.

Additionally, the Company agreed to pay the Chief Executive Officer, $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation or the initial Business Combination or the liquidation.

For the three months ended ~~September 30, 2024~~ ~~and~~March ~~for the period from May 21~~31, ~~2024 (inception) through September 30~~2025, ~~2024,~~ the Company incurred and paid $1045,000 in fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. As of September 30, 2024, no such Working Capital Loans were outstanding.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of ~~Founder~~founder ~~Shares~~shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A ordinary shares issuable upon conversion of the ~~Founder~~founder ~~Shares~~shares and any Class A ordinary shares held by the ~~initial~~Sponsor ~~shareholders~~ at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement signed on September 5, 2024. These holders are entitled to make up to three demands and have piggyback registration rights. The Company will bear the expenses ~~incurred~~ incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 ~~units~~Units to cover over-allotments, if any. On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000 in the aggregate, paid on September 9, 2024, at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.25% of the gross proceeds of the Initial Public Offering, or $9,775,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Capital Markets Advisory Agreement

On February 13, 2025, the Company entered into a Capital Markets Advisory Agreement with an advisor to provide capital market advisory services in connection with the completion of a business combination with an identified target. If a business combination is consummated with the identified target the advisor will be entitled to a cash fee of $4,250,000 (the “fee”), payable at the closing of the business combination. At the discretion of the Company, 50% of the fee can be paid in the form of ordinary shares of the surviving Company. Further, the Company in its sole discretion can pay up to an additional $750,000 fee in connection with the advisors’ performance. The advisor is also entitled to reimbursement of incurred expenses that shall not exceed $75,000.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. As of March 31, 2025 and December 31, 2024, there were 760,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. On May 24, 2024, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for $25,000, or approximately $0.004 per share. The founder shares included an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. As of March 31, 2025 and December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

~~NOTE~~The 7Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. ~~SHAREHOLDERS~~In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ ~~DEFICIT~~over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

~~Preference~~Holders ~~Shares~~of record of the Company’s Class —A ordinary shares and Class ~~The~~B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is ~~authorized~~generally required to ~~issue~~approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a ~~total~~special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of 5at least two-thirds of the votes cast by such shareholders as,~~000~~ being entitled to do so,~~000~~ ~~preference~~vote ~~shares~~in person or, where proxies are allowed, by proxy at ~~par~~the ~~value~~applicable general meeting, and pursuant to the amended and restated memorandum and articles of $0association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.~~0001~~ ~~each~~There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. AtPrior ~~September~~to 30the consummation of the initial Business Combination, ~~2024~~only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, ~~there~~in ~~were~~each case, as a result noof ~~preference~~the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares ~~issued~~will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where ~~outstanding~~such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

~~Class~~NOTE ~~A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0~~8.~~0001~~ ~~each.~~FAIR AtVALUE ~~September 30, 2024, there were 760,000 Class A ordinary shares issued and outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.~~MEASUREMENTS

~~Class B~~The ~~Ordinary~~fair ~~Shares — The~~ value of the Company’s financial isassets ~~authorized~~and toliabilities ~~issue~~reflects amanagement’s ~~total~~estimate of ~~50,000,000~~amounts ~~Class B~~that ~~ordinary~~the ~~shares~~Company atwould ~~par~~have ~~value~~received in connection with the sale of ~~$0.0001~~the ~~each.~~assets Onor ~~May~~paid ~~24,~~in ~~2024,~~connection with the ~~Company issued~~transfer ~~5,750,000~~of ~~Class~~the Bliabilities ~~ordinary~~in ~~shares~~an toorderly ~~the~~transaction ~~Sponsor~~between ~~for~~market ~~$25,000,~~participants at orthe ~~approximately~~measurement $0date.~~004~~ ~~per~~In ~~share.~~connection ~~The~~with ~~founder~~measuring ~~shares~~the ~~included~~fair ~~an aggregate~~value of upits toassets ~~750~~and liabilities,~~000~~ ~~shares~~the ~~subject~~Company seeks to ~~forfeiture~~maximize if the use ~~over-allotment~~of ~~option~~observable ~~was~~inputs ~~not~~(market ~~exercised~~data byobtained from independent sources) and to minimize the ~~underwriters~~use inof ~~full~~unobservable inputs (internal assumptions about how market participants would price assets and liabilities). AsThe following fair value hierarchy is used to classify assets and liabilities ofbased ~~September~~on ~~30,~~the ~~2024,~~observable ~~there~~inputs ~~were~~and ~~5,750,000~~unobservable ~~Class~~inputs Bused ~~ordinary~~in ~~shares~~order ~~issued~~to value the assets and ~~outstanding.~~liabilities:

The Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Units and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the sponsor or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~Holders~~The offollowing ~~record~~tables ofpresent ~~the~~information ~~Company’s~~about ~~Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in~~ the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company ~~is generally required to approve any matter voted on by the Company~~’s ~~shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as~~ ~~specified~~equity ~~below)~~instruments ~~requires~~that ~~the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies~~ are ~~allowed,~~measured ~~by proxy~~ at ~~the~~fair ~~applicable~~value ~~general~~on ~~meeting,~~March ~~and pursuant to the amended and restated memorandum and articles of association~~31, ~~such~~2025 ~~actions include amending the Company’s amended~~ and ~~restated~~December ~~memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors~~31, ~~meaning~~2024, ~~following~~and ~~the~~indicate ~~Company’s initial business combination,~~ the ~~holders~~fair ofvalue ~~more~~hierarchy ~~than 50%~~ of the ~~ordinary~~ ~~shares~~valuation ~~voted~~inputs ~~for~~ the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company inutilized ~~a jurisdiction outside the Cayman Islands (including any special resolution required~~ to ~~amend~~determine the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such ~~time.~~fair These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.value:

	Level		March 31, 2025
Assets:
Marketable securities held in Trust Account		1	$	236,955,653

	Level		December 31, 2024
Assets:
Marketable securities held in Trust Account		1	$	234,500,051

ANDRETTI ACQUISITION CORP. II

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

~~NOTE 8.~~The ~~FAIR~~following ~~VALUE~~table ~~MEASUREMENTS~~presents information about the Company’s equity instruments that are measured at fair value on September 9, 2024, and indicated the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level

September 9,

2024

Equity:

Fair value of Public Warrants for allocated proceeds

1,656,000

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding level 3 inputs and market assumptions used in the valuation of the Public Warrants:

The following table presents information about the Company’s equity instruments that are measured at fair value on September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

	Level	September 30, 2024
Assets:
Marketable securities held in Trust Account	1	$	231,814,125

The fair value of Public Warrants was determined using a Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

	September 9, 2024
Share price	$	9.928
Term (years)		2.80
Risk-free rate		3.56	%
Volatility		4.60	%

NOTE 9. ~~SUBSEQUENT~~SEGMENT ~~EVENTS~~ REPORTING

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statement of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

	March 31, 2025		December 31, 2024
Trust Account	$	236,955,653	$	234,500,051
Cash	$	612,692	$	798,454

	For the Three Months Ended March 31, 2025
General and administrative costs	$	192,199
Interest income earned on marketable securities held in Trust Account	$	2,455,602

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the condensed statement of operations and described within their respective disclosures.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Andretti Acquisition Corp. II. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Andretti Sponsor II LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s ~~final~~Annual ~~prospectus~~Report on Form 10-K for ~~its~~the ~~Initial~~fiscal ~~Public~~year ~~Offering~~ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on May 21, 2024 formed for the purpose of a Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash ~~derived~~ from the proceeds of ~~the~~our Initial Public Offering and the ~~sale~~private ofplacement consummated simultaneously with the Initial Public Offering (the “Private Placement ~~Units~~”), the proceeds of the sale of our ordinary shares in connection with our initial Business Combination, shares issued to the owners of the target, debt issued to bank or aother ~~combination~~lenders or the owners of ~~cash~~the target, ~~shares~~other ~~and~~securities ~~debt~~issuances, or a combination of the foregoing.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure ~~you~~our shareholders that our plans to complete a Business Combination will be successful.

OnWe may ~~January~~seek ~~24,~~to ~~2024,~~extend the ~~SEC~~Combination ~~adopted new~~Period ~~rules~~consistent ~~and~~with ~~regulations~~applicable ~~for~~laws, ~~special-purpose~~regulations ~~acquisition~~and ~~companies~~stock ~~(“SPACs”),~~exchange ~~which~~rules ~~became~~by ~~effective~~amending onour ~~July~~amended and 1,restated ~~2024~~memorandum ~~(the “2024~~and ~~SPAC~~articles ~~Rules”)~~of association. ~~The~~Such ~~2024~~an ~~SPAC~~amendment ~~Rules~~would require, ~~among~~the ~~other~~approval ~~matters,~~of ~~(i)~~our ~~additional~~public ~~disclosures~~shareholders, ~~relating~~who ~~to SPAC Business~~will ~~Combination~~be ~~transactions;~~provided ~~(ii)~~the ~~additional~~opportunity ~~disclosures relating~~ to ~~dilution~~redeem ~~and~~all toor ~~conflicts~~a portion of ~~interest~~their ~~involving~~Public ~~sponsors~~Shares ~~and their affiliates~~ in ~~both~~connection ~~SPAC~~with ~~initial~~the ~~public~~vote ~~offerings~~on ~~and~~such ~~Business~~approval. ~~Combination~~Such ~~transactions;~~redemptions will ~~(iii)~~decrease ~~additional~~the ~~disclosures~~amount ~~regarding~~held ~~projections included~~ in ~~SEC~~our ~~filings~~Trust inAccount ~~connection with proposed Business Combination transactions;~~ and ~~(iv)~~our ~~the~~capitalization, ~~requirement that both the SPAC~~ and ~~its~~may ~~target~~affect ~~company~~our beability ~~co-registrants~~to ~~for~~maintain ~~Business~~our ~~Combination~~listing ~~registration~~on ~~statements~~Nasdaq. In addition, the ~~SEC’s~~continued ~~adopting~~listing ~~release provided~~rules ~~guidance~~of ~~describing~~Nasdaq ~~circumstances~~currently inrequire ~~which~~special apurpose ~~SPAC~~acquisition ~~could~~companies ~~become~~(such ~~subject~~as us) to ~~regulation~~complete ~~under the Investment Company Act, including~~our ~~its~~initial ~~duration,~~Business ~~asset~~Combination ~~composition,~~within ~~business~~36 ~~purpose,~~months ~~and~~following the ~~activities~~effectiveness of ~~the~~our ~~SPAC~~registration ~~and~~statement ~~its~~for ~~management~~the ~~team~~Initial inPublic ~~furtherance~~Offering (the of“Nasdaq ~~such~~36-Month ~~goals~~Requirement”). ~~The~~ ~~2024~~If ~~SPAC~~we ~~Rules~~do ~~may~~not ~~materially~~meet ~~affect~~the ~~our~~Nasdaq ~~ability~~36-Month toRequirement, ~~negotiate~~our ~~and~~securities ~~complete~~will ~~our~~likely ~~initial~~be ~~Business~~subject to ~~Combination~~a ~~and~~suspension ~~may~~of ~~increase~~trading ~~the costs~~ and ~~time~~delisting ~~related~~from ~~thereto~~Nasdaq.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 21, 2024 (inception) through ~~September~~March 3031, ~~2024~~2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the closing of the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended March ~~September 30~~31, ~~2024~~2025, we had net income of $~~581~~2,~~366~~263,403, which consisted of interest earned on marketable securities held in Trust Account of $~~664~~2,~~125~~455,602, partially offset by general and administrative ~~costs~~cost of $82192,~~759~~199.

~~For~~Factors ~~the~~That ~~period from~~ May ~~21, 2024 (inception) through~~ ~~September~~Adversely ~~30,~~Affect ~~2024,~~our weResults ~~had net income $537,674, which consisted~~ of ~~interest earned on marketable securities held in Trust Account of $664,125, offset by general and administrative costs of $126,451.~~Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity, ~~and~~ Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of ~~shares of~~ Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor pursuant to pursuant to that certain unsecured promissory note, as amended, in the principal amount of up to $400,000 issued to our Sponsor, initially dated on May 21, 2024 (“the IPO Promissory Note”).

On ~~September~~May 921, 2024, wethe ~~consummated~~Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering ofpursuant ~~23,000,000~~the ~~Units,~~IPO atPromissory ~~$10~~Note.00 ~~per~~On July ~~Unit~~16, ~~generating~~2024, ~~gross~~we ~~proceeds~~amended ofthe IPO Promissory Note to increase the principal amount to $~~230~~400,000~~,000~~. ~~Simultaneously~~This ~~with~~loan ~~the~~was ~~closing~~non-interest ofbearing and payable on the ~~Initial~~earlier ~~Public~~of ~~Offering~~December 31, 2024 or the date on which we consummated the ~~sale~~Initial ofPublic anOffering. ~~aggregate~~We repaid a total of ~~760~~$312,~~000~~130 outstanding ~~Private~~balance ~~Placement~~under ~~Units~~the IPO Promissory Note at athe ~~price~~closing of ~~$10.00~~the ~~per~~Initial ~~Private Placement~~Public ~~Unit~~Offering toon ~~the~~September ~~Sponsor~~9, ~~and~~2024. ~~BTIG,~~Borrowings ~~generating~~under the ~~gross~~IPO ~~proceeds~~Promissory ofNote ~~$7,600,000~~are no longer available.

On September 9, 2024, we consummated the Initial Public Offering of 23,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to certain private placement units purchase agreements, we consummated the sale of an aggregate of 760,000 Private Placement Units at a price of $10.00 per Private Placement Unit to the Sponsor and BTIG, generating gross proceeds of $7,600,000.

Following the Initial Public Offering, a total of $231,150,000 was placed in the Trust Account. We incurred $15,014,904 in Initial Public Offering related costs, including $4,600,000 of cash underwriting fees, $9,775,000 of deferred underwriting fees, and $639,904 of other offering costs.

As of ~~September~~March 3031, ~~2024~~2025, we had marketable securities held in the Trust Account of $~~231~~236,~~814~~955,~~125~~653 (including approximately $~~664~~5,~~125~~805,653 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing ~~interest~~ interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust ~~Account~~ Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue ~~our~~ our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our management’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of ~~September~~March 3031, ~~2024~~2025, we had cash of $~~876~~612,~~169~~692. We ~~intend to~~ use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, ~~negotiate~~ negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates or our advisor may, but are not obligated to, loan us ~~funds~~Working Capital Loans as may be required. If we complete a Business Combination, we would repay such ~~loaned~~ ~~amounts~~Working Capital Loans, if any. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such ~~loaned~~Working ~~amounts~~Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. ~~The~~These ~~Units~~units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

WeIn doconnection ~~not~~with ~~believe~~the weCompany’s assessment ~~will~~of ~~need~~going toconcern ~~raise~~considerations ~~additional funds~~ in ~~order~~accordance towith ~~meet~~ASC ~~the~~205-40, ~~expenditures~~“Going ~~required~~Concern,” ~~for~~as ~~operating~~of ~~our~~March ~~business.~~31, ~~However~~2025, ifthe ~~our~~Company may ~~estimate~~need ofto ~~the~~raise ~~costs~~additional ofcapital ~~identifying~~through aloans ~~target business~~or additional investments from its Sponsor, ~~undertaking~~shareholders, ~~in-depth~~officers, ~~due~~directors, ~~diligence~~or ~~and~~third parties. ~~negotiating~~The aCompany’s ~~Business~~officers, ~~Combination~~directors and Sponsor may, but are ~~less~~not ~~than~~obligated to, loan the ~~actual~~Company ~~amount~~funds, ~~necessary~~from time to dotime or soat any time, we ~~may~~in ~~have~~whatever ~~insufficient~~amount ~~funds~~they ~~available~~deem toreasonable ~~operate~~in ~~our~~their ~~business~~sole ~~prior~~discretion, to ~~our~~meet ~~Business~~the ~~Combination~~Company’s working capital needs. ~~Moreover~~Accordingly, the weCompany may ~~need~~not be able to obtain additional financing. ~~either~~If the Company is unable to ~~complete~~raise ~~our~~additional ~~Business~~capital, ~~Combination~~it ormay ~~because~~be werequired ~~become~~to take ~~obligated~~additional measures to ~~redeem~~conserve aliquidity, ~~significant~~which ~~number~~could ofinclude, ~~our~~but ~~Public~~not ~~Shares~~necessarily be limited to, curtailing operations, suspending ~~upon~~the ~~consummation~~pursuit of ~~our~~a ~~Business~~potential ~~Combination~~transaction, inand ~~which~~reducing ~~case~~overhead weexpenses. ~~may~~The ~~issue~~Company ~~additional~~cannot ~~securities~~provide orany ~~incur~~assurance ~~debt~~that innew ~~connection~~financing ~~with such~~will ~~Business~~be ~~Combination~~available to it on commercially acceptable terms, if at all.

~~Off-Balance~~The ~~Sheet~~Company’s ~~Arrangements~~liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period

WeContractual have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth below.

Administrative Services and Chief Executive Officer Agreements

Until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $2,500 per month for certain office space, utilities and secretarial and administrative support pursuant to an administrative services agreement.

~~Contractual~~Additionally, we ~~obligations~~agreed to pay our Chief Executive Officer $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation or the initial Business Combination or the liquidation.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the Sponsor to pay $2,500 per month for office space, utilities and secretarial and administrative support services. In addition we agree to pay the Chief Executive Officer, $12,500 per month for his services commencing on September 5, 2024, through the earlier of consummation or the initial Business Combination or the liquidation. For the three months ended March ~~September 30~~31, ~~2024 and for the period from May 21~~2025, ~~2024 (inception) through September 30, 2024,~~ the Company incurred and paid $1045,000 in fees for these services.

~~The~~Underwriting underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.Agreement

~~Critical~~The ~~Accounting~~underwriters ~~Estimates~~had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On September 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

The ~~preparation~~underwriters of the ~~financial~~Initial Public ~~statements~~Offering ~~and related~~were ~~disclosures~~entitled into ~~conformity~~a ~~with~~cash ~~accounting~~underwriting ~~principles~~discount ~~generally~~of ~~accepted~~2.00% inof the ~~United~~gross ~~States~~proceeds of ~~America~~the ~~requires~~Initial ~~management~~Public toOffering, or $4,600,000 ~~make~~in ~~estimates~~the ~~and~~aggregate, ~~assumptions~~paid ~~that~~on ~~affect~~September ~~the~~9, ~~reported~~2024, ~~amounts~~at the closing of ~~assets~~the ~~and~~Initial ~~liabilities,~~Public ~~disclosure~~Offering. ofAdditionally, ~~contingent~~the ~~assets~~underwriters ~~and~~are ~~liabilities~~entitled atto ~~the~~a ~~date~~deferred ofunderwriting ~~the~~discount ~~financial~~of ~~statements,~~4.25% ~~and~~of ~~income~~the ~~and~~gross ~~expenses~~proceeds ~~during~~of the ~~periods~~Initial ~~reported.~~Public ~~Actual~~Offering, ~~results~~or ~~could~~$9,775,000 ~~materially~~in ~~differ~~the ~~from~~aggregate, payable ~~those~~upon ~~estimates.~~the ~~The~~completion ~~Company~~of ~~has~~our ~~not~~initial ~~identified~~Business ~~any~~Combination ~~critical~~subject ~~accounting~~to ~~estimates~~the terms of the underwriting agreement.

Critical Accounting Estimates and Policies

The preparation of the audited financial statements and related disclosures in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in ~~Accounting~~FASB ~~Standards Codification (“~~ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Our ~~Ordinary~~ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity (deficit). Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, as of ~~September 30~~March 31, ~~2024~~2025, our ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance ~~sheets~~sheet contained elsewhere in this Report.

~~The~~We ~~Company~~recognize ~~recognizes~~ changes in redemption ~~value~~ value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the redeemable ordinary shares are affected by charges against ~~additional~~ additional paid-in capital (to the extent available) and accumulated deficit.

Net Income per Ordinary Share

~~The~~We ~~Company~~comply ~~complies~~ with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. ~~The~~We ~~Company~~have ~~has~~ two classes of ordinary shares, ~~which~~our ~~are referred to as~~ Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. Diluted net income per share attributable to holders of ordinary ~~shareholders~~shares adjust the basic net income per share attributable to ~~ordinary~~holders ~~shareholders~~of ordinary shares and the weighted-average of ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. However, because the warrants are anti-dilutive, diluted income per ordinary share is the same as basic income per ordinary share for the periods presented.

Recent Accounting Standards

~~Management~~In ~~does~~November ~~not~~2023, ~~believe~~the ~~that~~FASB issued ASU 2023-07, “Segment ~~any~~Reporting (Topic 280): ~~recently~~Improvements to Reportable Segment Disclosures.” ~~issued~~The amendments in this ASU require disclosures, ~~but~~on ~~not~~an ~~yet~~annual ~~effective~~and interim basis, ~~accounting~~of ~~standards~~significant segment expenses that are regularly provided to the CODM, ifas well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the chief operating decision maker (“CODM”) and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently ~~adopted~~required by Topic 280 in interim periods, ~~would~~and ~~have~~entities with a ~~material~~single ~~effect~~reportable onsegment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU became effective as of December 31, 2024 and the Company’s management adopted this ASU in its condensed financial statements and related disclosures.

Our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the financial statements contained elsewhere in this Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not~~We ~~required~~are ~~for~~a smaller reporting ~~companies~~company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are ~~controls~~ controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the ~~Exchange~~ Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure ~~controls~~ controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to ~~Management~~our management, including our Chief Executive Officer, Principal Financial and ~~Chief~~Accounting ~~Financial~~ Officer (~~together,~~ the “Certifying ~~Officers~~Officer”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our ~~Management~~management, including our Certifying ~~Officers~~Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying ~~Officers~~Officer concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended ~~September~~March 3031, ~~2024~~2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of ~~2024~~2025 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

~~Factors~~As ~~that~~a ~~could~~smaller ~~cause~~reporting ~~our~~company ~~actual~~under ~~results~~Rule to12b-2 ~~differ~~of ~~materially~~the ~~from~~Exchange ~~those~~Act, we are not required to include risk factors in this Quarterly Report. ~~include~~For additional risks relating to our operations, other than as set forth below, see the ~~risk~~section ~~factors~~titled ~~described~~“Risk Factors” contained in our ~~final~~Annual ~~prospectus~~Report ~~for~~on ~~its~~Form ~~Initial~~10-K ~~Public~~for the fiscal ~~Offering~~year ended December 31, 2024 as filed with the SEC on March 25, 2025. AsAny of ~~the~~these ~~date~~factors could result in a significant or material adverse effect on our results of ~~this~~operations ~~Quarterly~~or ~~Report,~~financial ~~there~~condition. ~~have~~Additional ~~been~~risks nocould ~~material~~arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to ~~the~~such risk factors ~~disclosed in~~or ~~our~~disclose ~~final~~additional ~~prospectus~~risk ~~for~~factors ~~its~~from ~~Initial~~time to ~~Public~~time ~~Offering~~in ~~filed~~our future filings with the SEC.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial business combination target or the performance or business prospects of a post-business combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target's business, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business combination target.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 24, 2024, the Sponsor subscribed for 5,750,000 founder shares for a total subscription price of $25,000 and fully paid for those shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the closing of the Initial Public Offering, pursuant to a private placement units purchase agreement, we completed the private placement of an aggregate of 760,000 Private Placement Units to the Sponsor and BTIG, at $10.00 per Unit, each Unit consisting of one Class A ~~Ordinary~~ordinary ~~Share~~share and one-half of one redeemable Private Placement Warrant, each Private Placement Warrant exercisable to purchase one Class A ~~Ordinary~~ordinary ~~Share~~share of the Company. Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement Units and BTIG purchased 310,000 Private Placement Units. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants are not transferrable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, the full exercise of the over-allotment option and the Private Placement Units, an aggregate of $231,150,000 was placed in the Trust Account.

We paid a total of $15,014,904, consisting of $4,600,000 of cash underwriting fee, $9,775,000 of deferred underwriting fee, and $639,904 of other offering costs.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

Trading Arrangements

During the quarterly period ended ~~September~~March 3031, ~~2024,~~ 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
4.1		Warrant Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.1		Investment Management Trust Agreement, September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.2		Registration Rights Agreement, dated September 5, 2024, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.3		Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.4		Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and BTIG (incorporated by reference to Exhibit 10.4 of the the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.5		Letter Agreement, dated September 5, 2024, by and among the Company, its officers, directors, and the Sponsor (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.6		Administrative Services Agreement, dated September 5, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
10.7		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed on September 9, 2024).
31.1*		Certification of the Principal Executive and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANDRETTI ACQUISITION CORP. II
Date: November 7, 2024	By:	/s/ William M. Brown
Date: May 9, 2025	By:	/s/ William M. Brown
	Name:	William M. Brown
	Title:	Chief Executive Officer, Principal Financial and Accounting Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

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