Andretti Acquisition Corp. II 8-K

What Happened

• On April 27, 2026, Andretti Acquisition Corp. II (POLE) amended and restated three unsecured promissory notes originally issued October 14, 2025. The amendments increase the total principal owed to the three lenders (related parties) to an aggregate $4,375,000 for working capital. The amended notes bear no interest and are due on the earlier of (i) the closing of the company’s initial business combination or (ii) the company’s liquidation. Repayment, if no business combination occurs, is limited to amounts remaining outside the company’s IPO trust account.

Key Details

• Lenders and new principal amounts: William J. Sandbrook $2,100,000; Michael Andretti $875,000; William M. Brown $1,400,000 (aggregate $4,375,000). Original notes totaled $1,500,000 ($720k, $300k, $480k respectively).
• Conversion option: At the lenders’ option (and subject to conditions), up to $1,500,000 of principal may convert at the business combination into units at $10.00 per unit. Each Conversion Unit = 1 Class A ordinary share + 1/2 redeemable warrant (same unit structure as the company’s IPO private placement).
• No interest; maturity triggers are the business combination closing or liquidation. Failure to repay within one business day of maturity is an event of default enabling acceleration.
• The notes were issued under the Section 4(a)(2) registration exemption; the form of the Amended and Restated Promissory Note is filed as Exhibit 10.1.

Why It Matters

• This filing increases the company’s related-party debt and creates a binding financial obligation that must be repaid or converted at the business combination. That raises the company’s cash needs and potential future dilution (if conversion occurs) for public shareholders.
• Because repayment (if no deal) is limited to funds outside the IPO trust, lenders’ recovery in a failed business combination could be limited. The conversion feature could reduce cash repayment obligations while issuing shares and warrants that affect the post-combination ownership mix.