UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 25 14, ~~2024~~2025

~~ANDRETTI~~Andretti ~~ACQUISITION~~Acquisition ~~CORP~~Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42268		98-1792547
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7615 Zionsville Road Indianapolis, Indiana 46268

100 Kimball Place, Suite 550, Alpharetta, GA		30009
(Address of principal executive offices)		(Zip Code)

~~(Address of~~Registrant’s ~~principal~~telephone ~~executive offices~~number, including area ~~zip~~ code: (770) 299-2201

Registrant’s telephone number, including area code: (317) 872-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
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
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Separate~~On ~~Trading~~October 14, 2025, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued three separate unsecured promissory notes (the “Notes”) to each of ~~Class A~~William ~~Ordinary~~J. Sandbrook, Michael Andretti and William M. Brown (collectively, the “Payees”), ~~Shares~~in total principal amounts of $720,000, $300,000 and ~~Warrants~~$480,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by the Company for working capital purposes.

OnThe ~~October~~Notes ~~25,~~bear ~~2024,~~no ~~Andretti~~interest ~~Acquisition~~and ~~Corp.~~are IIdue ~~(the~~and ~~“Company”)~~payable ~~announced~~upon ~~that,~~the ~~commencing~~earlier onof ~~October~~(i) ~~28, 2024,~~ the ~~holders~~ consummation of the ~~units~~Company’s ~~issued in its~~ initial ~~public~~business combination ~~offering~~ (the “~~Units~~Business Combination”), and ~~each~~(ii) ~~Unit~~the ~~consisting~~date of ~~one Class A ordinary~~liquidation ~~share~~ of the Company, ~~par~~(such ~~value~~earlier ~~$0.0001~~date, ~~per share (~~the “~~Class~~Maturity ~~A Ordinary Share~~Date”),. In ~~and one-half of one warrant of~~ the ~~Company~~ ~~(the~~event ~~“Warrant”),~~that ~~with each whole Warrant entitling~~ the ~~holder~~Company ~~thereof~~does tonot ~~purchase~~consummate ~~one~~a ~~Class A Ordinary Share~~Business ~~for $11.50 per share~~Combination, ~~may elect to separately trade~~ the ~~Class~~Notes ~~A Ordinary Shares and the Warrants included in the Units. No fractional Warrants~~ will be ~~issued~~repaid ~~upon separation of the Units and~~ only ~~whole~~from ~~Warrants~~amounts ~~will~~remaining ~~trade.~~outside ~~The~~of ~~Class A Ordinary Shares and~~ the ~~Warrants are~~Company’s ~~expected~~trust toaccount ~~trade~~established onin ~~the Nasdaq Global Market under the symbols “POLE” and “POLEW,” respectively. Holders~~connection ofwith ~~Units will need to have their brokers contact Continental Stock Transfer & Trust Company,~~ the Company’s ~~transfer~~initial ~~agent, in~~public ~~order~~offering toof ~~separate~~its securities (the ~~Units~~“IPO”), ~~into~~if ~~Class A Ordinary Shares and Warrants~~any.

~~Item~~If, prior 9to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion Unit”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, of the Company at a conversion price of $10.0100 per Conversion Unit, on the date of the Business Combination. ~~Financial~~The ~~Statements~~Conversion Units shall be identical to the units issued by the Company in a private placement upon consummation of its IPO. The Conversion Units and ~~Exhibits~~their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of September 5, 2024.

A failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(da) ~~Exhibits~~(2) of the Securities Act of 1933, as amended.

Exhibit No.		Description
99.1		Press Release dated October 25, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

1Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

~~SIGNATURE~~The disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

~~Pursuant~~Item to3.02 ~~the~~Unregistered ~~requirements of~~Sales ~~the Securities Exchange Act~~ of ~~1934,~~Equity ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Securities.

	Andretti Acquisition Corp. II
Date: October 25, 2024	By:	/s/ William M. Brown
		Name:	William M. Brown
		Title:	Chief Executive Officer

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

2Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Promissory Note.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Andretti Acquisition Corp. II

	By:	/s/ William M. Brown
	Name:	William M. Brown
	Title:	Chief Executive Officer

Dated: October 15, 2025

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