Andretti Acquisition Corp. II 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure 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, including our Chief Executive Officer and Principal Financial and Accounting Officer (together, the “Certifying 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, including our Certifying 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 Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Annual Report on Internal Control over Financial Reporting This Report does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Not applicable. Item 9B. Other Information. Trading Arrangements During the quarterly period ended December 31, 2024, 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. Additional Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 24 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers As of the date of this Report, our directors and officers are as follows: Name Age Position William J. Sandbrook 67 Executive Chairman and Chairman of the Board of Directors William M. Brown 60 Chief Executive Officer, Principal Financial and Accounting Officer Michael M. Andretti 62 Special Advisor and Director James W. Keyes 70 Director Cassandra S. Lee 56 Director Gerald D. Putnam 66 Director John J. Romanelli 67 Director The experience of our directors and executive officers is as follows: William J. (Bill) Sandbrook has served as our Executive Chairman and the Chairman of the Board of Directors since May 2024. Since 2022, Mr. Sandbrook has served as a member of the board of directors at Imperium Development Partners, LLC, a multifamily real estate development company. Since 2023, Mr. Sandbrook has served as a member of the board of directors at Dispute Resolution AI, LLC, a technology company focusing on developing a platform to assist parties in contractual disputes utilizing artificial intelligence. From 2021 to 2024, he was the Co-Chief Executive Officer and the chairman of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr. Sandbrook has extensive corporate management experience, serving as the President, Chief Executive Officer and Chairman of the board of directors of U.S. Concrete, Inc. (NASDAQ: USCR), an American concrete, heavy construction aggregates and related-solutions company. He joined U.S. Concrete, Inc in 2011 as President and Chief Executive Officer and spearheaded turnaround efforts, selling off low-margin units and refocusing U.S. Concrete, Inc on its core competencies. Under Mr. Sandbrook’s leadership, U.S. Concrete, Inc. became a top producer in North America, completed more than 35 acquisitions and grew sales by nearly 3.5x. U.S. Concrete, Inc. held leading market positions in New York, Philadelphia, San Francisco, Dallas-Fort Worth and Washington, D.C. During his time leading U.S. Concrete, Inc., Mr. Sandbrook worked with Matt Brown, who was the Senior Vice President and Chief Financial Officer from 2012 to 2015. Additionally, in June 2023, Mr. Sandbrook joined the board of directors of Knife River Corporation (NYSE: KNF), where he is Chairman of the Nominating and Governance Committee and is a member of the Audit Committee. In 2019, Mr. Sandbrook was elected Chairman of the National Ready-Mixed Concrete Association and in 2018, he joined the board of directors of Comfort Systems USA, Inc. (NYSE: FIX), where he is a member of both the Nominating and Governance Committee and the Compensation Committee. In addition to his prior work experience, Mr. Sandbrook was recognized for his efforts at Ground Zero after the September 11 th bombing of the World Trade Center. Further, Mr. Sandbrook was named the Rockland County, NY 2002 Business Leader of the Year, the Dominican College 2002 Man of the Year and the American Red Cross 2003 Man of the Year for Southern New York. Earlier in his career, Mr. Sandbrook worked at Tilcon New York in 1992 and became President and Chief Executive Officer three years later. In 1996, Tilcon was acquired by CRH PLC. Mr. Sandbrook graduated from the U.S. Military Academy at West Point. After receiving his Bachelor of Science in Management, he spent 13 years in the U.S. Army, where his service included a four-year tour in Germany in cavalry and engineering units, three years as an associate professor in the Department of Mathematics at the U.S. Military Academy and two years as an army program representative to Raytheon. Mr. Sandbrook also served as a social aide to President Ronald Reagan while teaching at the U.S. Military Academy at West Point. In addition to his qualification as an Army Ranger, Mr. Sandbrook earned four Master’s degrees while in the service. He has received a Master of Business Administration from The Wharton School of the University of Pennsylvania, a Master of Science in Systems Engineering from the University of Pennsylvania, a Master in Public Policy from the Naval War College and a Master of Arts in International Relations from Salve Regina University. Mr. Sandbrook is well-qualified to serve as a director due to having over thirty years of operational leadership experience, including significant experience as a Chief Executive Officer and experience as a public company board member. 25 William M. (Matt) Brown has served as our Chief Executive Officer and Principal Financial and Accounting Officer since May 2024. Mr. Brown has deep experience leading public and private companies, including both operating companies and special purpose acquisition companies, working across capital markets, executing mergers and acquisitions and transforming businesses to create shareholder value. From March to October 2024, Mr. Brown served on the board of directors of Zapata. Prior to joining our company in 2024, Matt served from 2022 to 2024 as the President and Chief Financial Officer, and from 2021 to 2022, as the Chief Financial Officer, of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. From 2020 to 2021, he was Chief Financial Officer of Rocky Mountain Industrials, Inc., an early-stage aggregates and distribution logistics company focused on the Rocky Mountain region. From 2015 to 2017, Mr. Brown was the Executive Vice President and Chief Financial Officer of Forterra, Inc., a billion-dollar manufacturer of drainage and water pipe. From 2012 through 2015, Mr. Brown served as the Senior Vice President and Chief Financial Officer of U.S. Concrete, Inc., where he worked together with Mr. Sandbrook. From 2007 through 2012, Mr. Brown served as the Treasurer and Executive Assistant to the Chief Executive Officer, and from 2005 through 2007, as the Treasurer, of Drummond Company, Inc., a multibillion-dollar international coal producer. From 1999 through 2005, Mr. Brown served in the investment banking department of Citigroup Global Markets Inc., including as a Vice President in the basic industries coverage group. At Citigroup Global Markets Inc. Mr. Brown led both buy-side and sell-side M&A transactions as well as capital markets offerings of a variety of debt and equity securities. From 1988 through 1997, Mr. Brown served in the United States Navy as a SEAL Officer. He holds a Master of Business Administration degree from The Wharton School of the University of Pennsylvania and a Bachelor of Science degree in Mechanical Engineering from the United States Naval Academy. Michael M. Andretti currently serves as a special advisor to us and has served as a member of our Board of Directors since May 2024. From 2021 to 2024, Mr. Andretti was the Co-Chief Executive Officer and a director of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr. Andretti is a world-renowned race car driver. He was crowned Championship Auto Racing Teams (“CART”) champion in 1991 and is now a successful team owner of many international racing efforts. Mr. Andretti has 42 race victories as a driver, the most in the CART era and fourth-most of all time. After he retired from active racing, he was the Chairman and Chief Executive Officer of Andretti Global until October 2024, a team that won four INDYCAR® Series championships and five Indianapolis 500 races. Two years after his father, a legendary race car driver Mario Andretti, clinched the 1978 F1 World Championship, Mr. Andretti began his own racing career. He initially competed in Formula Ford and claimed victory in the 1982 SCCA Super Vee Championship with a Ralt RT5. Afterward, he raced in Formula Atlantic in 1983 and made his debut at Le Mans in the same year, finishing third in that race. Mr. Andretti was named Co-Rookie of the Year in the 1984 Indianapolis 500 and finished as championship runner-up in 1986. In 1991, he had a banner year, finishing second in the Indianapolis 500 before winning the Champ Car World Series. Mr. Andretti also raced as part of McLaren’s Formula One team. After racing in the 2003 Indianapolis 500, Mr. Andretti retired from full-time INDYCAR racing and bought into “Team Green” which subsequently became Andretti Green Racing. In 2009, Andretti Green Racing restructured and emerged as Andretti Autosport, with Mr. Andretti as the sole owner. Across those years, the team won the INDYCAR title on multiple occasions with Tony Kanaan in 2004, Dan Wheldon in 2005, Dario Franchitti in 2007 and Ryan Hunter-Reay in 2012. Andretti Autosport later became Andretti Global, a global racing institution born out of racing excellence. The team fields multiple entries in the NTT INDYCAR SERIES, Indy NXT Presented by Firestone and IMSA. Additionally, Andretti Global operated in the ABB FIA Formula E Championship, having completed in the world’s first race series for fully-electric Formula cars and claimed the Drivers World Championship in 2023. The team also raced in Extreme E as Andretti Altawkilat Extreme E, having helped to further develop sustainability in racing. Overall, Andretti Global boasted a highly impressive track record of over 260 total race wins, four INDYCAR SERIES championships, three INDY NXT titles, one Indy Pro 2000 and one USF2000 championship, alongside five Indy 500 victories. In 2018, Mr. Andretti began a collaboration with Ryan Walkinshaw’s Walkinshaw Racing and Zak Brown’s United Autosports to create Walkinshaw Andretti United. Mr. Andretti has extensive business experience through his time running Andretti Global, as well as through personal business ventures. Before its buyout in October 2024, Andretti Global successfully gained support from a vast portfolio of world class brands that serve as sponsors. In 2018, U.S. Concrete, Inc. announced a partnership with the race team. Andretti Global leveraged a long-term relationship with then-Chief Executive Officer Mr. Sandbrook to team up for Marco Andretti’s INDYCAR races as primary sponsor. Mr. Andretti has also owned various car dealerships, Speedmart stores, car washes, powersport stores and an apparel line throughout his business career. Mr. Andretti is well-qualified to serve as a director due to his experience in founding and leading businesses, including as a Chief Executive Officer, as well as his knowledge of the automotive and motorsport sectors and his history of pursuing the integration of new technologies in motorsports. 26 James W. (Jim) Keyes has served as a member of our Board of Directors since September 2024. Mr. Keyes has over 30 years of experience in retail, consumer products and aerospace. Mr. Keyes has been the Chairman of the board of directors of Key Development, LLC since 2005. Mr. Keyes formerly served as the Chairman of the board of directors of Wild Oats Marketplace, a producer of natural and organic food. During his time at Wild Oats Marketplace, it developed a strategic partnership with Walmart. Previously, he served in roles of the Chairman of the board of directors and Chief Executive Officer at Blockbuster, where he helped Blockbuster survive the financial market collapse in 2008 through a successful restructuring and sale to Dish Networks. Prior to that, Mr. Keyes spent over 20 years in executive roles at 7-Eleven, Inc., including as Global President and Chief Executive Officer from 2000 to 2005. Mr. Keyes also served in various roles at CITGO Petroleum and Gulf Oil Corporation. Mr. Keyes also served as a member of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr. Keyes received a Master of Business Administration from Columbia Business School and a Bachelor’s degree from College of the Holy Cross. Mr. Keyes has been awarded with the Horatio Alger Award in 2005 and the Ellis Island Medal of Honor in 2008. Mr. Keyes currently serves on the board of directors for Murphy USA (NYSE: MUSA) and has served on a number of philanthropic boards, including the American Red Cross and the Education is Freedom foundation. Mr. Keyes is well-qualified to serve as a director due to his extensive experience as a business leader, including as a Chief Executive Officer, his experience as a public company director, and his industry knowledge in the consumer and retail sectors. Cassandra S. (Cassie) Lee has served as a member of our Board of Directors since September 2024. Ms. Lee is an experienced financial leader with extensive experience in the technology industry. Ms. Lee currently serves as Senior Vice President and CFO for AT&T’s (NYSE: T) Mobility and Consumer Wireline Segments. She previously served as AT&T’s Global Chief Audit Executive responsible for identifying and ensuring that material risk was properly mitigated. Over three decades with AT&T she has gained deep experience in all areas of the telecommunications industry both operational and financial. Ms. Lee currently serves on the board of directors of NiSource Inc. (NYSE: NI), one of the country’s largest fully regulated utility company. Ms. Lee also served as a member of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Ms. Lee earned a Bachelor of Professional Accountancy degree from Mississippi State University and is a member of the Mississippi Society of Certified Public Accountants. Ms. Lee served in the Mississippi Army National Guard and is a U.S. Army Veteran. Ms. Lee is well-qualified to serve as a director due to her experience as a financial and accounting leader, including in public company compliance, with an extensive knowledge of the telecommunications sector. Gerald D. (Jerry) Putnam has served as a member of our Board of Directors since September 2024. Mr. Putnam has decades of experience in the financial services industry, both in management roles and on corporate boards of directors. Since July 2020, Mr. Putnam has been a member of the board of directors of MIYO Health, a technology company providing mental health solutions. He also has served as a member of the board of directors of Product Ventures, Ltd., a brand design company since June 2024. Mr. Putnam also served as a member of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr. Putnam served as the Chairman of the board of directors and Chief Executive Officer of TruMarx Data Partners Inc. from 2011 to 2012. Prior to that, he was the Senior Advisor of Corporate Strategy, Technology Integration and Derivative Products of NYSE Euronext Inc. from 2007 until 2008 and the President and Co-Chief Operating Officer of NYSE Euronext Inc. from 2006 to 2007. Prior to the merger of NYSE Group, Inc. and Euronext, Mr. Putnam was the President and Co-Chief Operating Officer of NYSE Group, Inc. from 2006 to 2007. A highly successful entrepreneur, he founded Archipelago Holdings, an electronic communications network, in 1997. Mr. Putnam served as the Chief Executive Officer and the Chairman of the board of directors of Archipelago Holdings, leading a $150 million initial public offering in 2004 and the sale of the company to the NYSE in 2006 for approximately $9 billion. Before founding Archipelago Holdings, Mr. Putnam founded Terra Nova Financial, LLC and served as the President from 1994 until 1999. He has served on multiple boards of directors, including Securities Industry Automation Corporation, OptionsHouse LLC, Greenplum, Inc., FX Alliance, LLC, TruMarx Data Partners, Inc. and MediaCrossing. In recognition of his many accomplishments, Mr. Putnam was selected as one of Time Magazine’s innovators of the 21 st century and was a recipient of the Chicago Innovation Visionary Award. Mr. Putnam received his undergraduate degree from The Wharton School of the University of Pennsylvania. Mr. Putnam is well-qualified to serve as a director due to his background in founding and growing businesses, including as a Chief Executive Officer, his experience as a corporate director, and his knowledge of the financial services and technology sectors. 27 John J. Romanelli has served as a member of our Board of Directors since September 2024. Mr. Romanelli is an experienced corporate finance executive with transactional and client coverage experience, and has advised boards of directors, chief executive officers and chief financial officers on a wide variety of strategic and financial matters. Mr. Romanelli is skilled with respect to initial public offerings, acquisition financing, messaging and investor relations and strategic transactions. Additionally, he possesses a keen understanding of participants in the special purpose acquisition companies market and public company governance and responsibilities. Mr. Romanelli currently serves as a member of the Advisory Board of #1 Cochran Group, an automobile retail company. Since 2007, Mr. Romanelli has served as the Founder and Managing Partner at Seahawk Advisory Corp., an advisory boutique firm. He has advised private and public companies on a variety of strategic and financial transactions, including restructuring, M&A, investor relations strategies, growth capital and strategies, capital structure and strategic alternatives. At Seahawk Advisory Corp. Mr. Romanelli worked on a wide range of issues and transactions with Mr. Sandbrook, including numerous acquisitions. Prior to Seahawk Advisory Corp., Mr. Romanelli was a Senior Managing Director in the Strategic Finance group at Bear Stearns & Co., and he spent over 20 years in investment banking at Bear Stearns & Co., The First Boston Corporation/Credit Suisse First Boston and Prudential-Bache Securities. Mr. Romanelli also served as a member of the board of directors of Andretti Acquisition Corp., a blank check company that raised approximately $235 million in its initial public offering in January 2022 and completed its business combination with Zapata AI in March 2024 resulting in Zapata. Mr. Romanelli holds a Master of Business Administration in Finance from The Wharton School at the University of Pennsylvania and a Bachelor of Business Administration in Finance from the University of Notre Dame. He founded Connacht Whiskey Company, based in Ireland. Mr. Romanelli is well-qualified to serve as a director due to his experience as a leader in finance sector, including his extensive transaction experience in financing and mergers and acquisitions. Special Advisor Mario Andretti currently serves as a special advisor to us and is a member of our sponsor. Mr. Mario Andretti is a legendary figure in the history of motorsports. He took the checkered flag 111 times during his career — a career that stretched five decades across six continents. In INDYCAR competition alone, he is the all-time record holder for race starts with 407, the all-time lap leader with 7,587, and second all-time in Indy car pole positions won with 67. His 52 INDYCAR victories is third on the all-time list. He has been inducted into 20 Halls of Fame and is still the only driver to have achieved the racing trifecta: winning the Daytona 500 in 1967, Indy 500 in 1969 and the Formula One World Championship in 1978. He is a four-time Indy car season champion, a winner of the IROC title, National Dirt Track Championship, and a three-time winner of the 12 Hours of Sebring. In recognition of his achievements, Mr. Mario Andretti was knighted by his native Italy as Commendatore and the Library of Congress in Washington, DC honored him as one of its Living Legends . Mr. Mario Andretti retired from full-time active competition at the end of 1994 but remains involved in motorsports. He continues to work with Bridgestone/Firestone and MagnaFlow as spokesman, is Vice Chairman of the Andretti Winery and has his name on Andretti Indoor Karting & Games. Mario Andretti (i) assists us in sourcing and negotiating with potential business combination targets, (ii) provides business insights when we assess potential business combination targets and (iii) upon our request, provides business insights as we work to create additional value in the businesses that we acquire. In this regard, he fulfills some of the same functions as members of our board of directors. However, he has no written advisory agreement with us. Moreover, our special advisor is not be under any fiduciary obligations to us nor does he perform board or committee functions, nor does he have any voting or decision-making capacity on our behalf. He is also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which members of our board of directors are subject. Accordingly, if our special advisor becomes aware of a business combination opportunity which is suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of special advisors as we source potential business combination targets or create value in businesses that we may acquire. We believe our Management Team has the skills and experience to identify, evaluate and consummate a Business Combination and is positioned to assist businesses we acquire. However, our Management Team’s network of contacts, and its investing and operating experience, do not guarantee a successful initial Business Combination. Most members of our Management Team are not required to devote any significant amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will continue in their respective roles, or in any other role, after our initial Business Combination, and their expertise may only be of benefit to us until we complete our initial Business Combination. Past performance by our Management Team is not a guarantee of success with respect to any Business Combination we may consummate. 28 Family Relationships No family relationships exist between any of our directors, executive officers, or advisor, other than as set for the below: ● Mario Andretti, our advisor, is the father of Michael M. Andretti, our special advisor and a member of our Board of Directors. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a material interest adverse to our Company. Number and Terms of Office of Officers and Directors Our Board of Directors consists of six members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of James W. Keyes and John J. Romanelli, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of Michael M. Andretti, Cassandra S. Lee and Gerald D. Putnam, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of William J. Sandbrook, will expire at the third annual general meeting. Prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our Amended and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution of the holders of the Class B Ordinary Shares. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter. Committees of the Board of Directors Our Board of Directors has two standing committees: the Audit Committee and a compensation committee (the “Compensation Committee”). Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Audit Committee We have established the Audit Committee of the Board of Directors. Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli are each independent. Cassandra S. Lee serves as the chairwoman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined that Cassandra S. Lee qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 29 We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including: ● assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities; and ● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. Compensation Committee We have established the Compensation Committee of our Board of Directors. The members of our Compensation Committee are James W. Keyes and Gerald D. Putnam. Gerald D. Putnam serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent. James W. Keyes and Gerald D. Putnam are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and ● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule. 30 The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the Nasdaq Rules and the SEC. Director Nominations We do not have a standing nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Ms. Cassandra S. Lee and Messrs. James W. Keyes, Gerald D. Putnam, and John J. Romanelli. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The Board of Directors also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated Charter. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination to our Board of Directors. Code of Ethics We have adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”). A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference . Trading Policies On September 5, 2024, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted the SEC Clawback Rule that directs national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. On September 4, 2024, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final Clawback rules adopted by the SEC under the Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Nasdaq Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference. 31 Item 11. Executive Compensation. As of the date of this Report, none of our executive officers or directors have received any cash compensation for services rendered to us, other than William M. Brown, our Chief Executive Officer, who receives $12,500 per month for his services as Chief Executive Officer. As of December 31, 2024, we had incurred $45,833 in such fees. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial Business Combination. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion of our initial Business Combination, are paid from funds held outside the Trust Account: ● Repayment of up to an aggregate of $400,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note. As of December 31, 2024, the IPO Promissory Note had been paid in full and borrowings under the IPO Promissory Note are no longer available; ● Payment to William M. Brown, our Chief Executive Officer, $12,500 per month for his services as Chief Executive Officer, for up to 24 months, commencing on the closing of the Initial Public Offering; upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees; ● Reimbursement for office space, utilities and secretarial and administrative support made available to us by our Sponsor, in an amount equal to $2,500 per month pursuant to the Administrative Service Agreement; ● Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination; ● We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination; and ● Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such 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. 32 After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors. We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 25, 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our executive officers and directors that beneficially owns our Ordinary Shares; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 29,510,000 shares of our Ordinary Shares, consisting of (i) 23,760,000 Class A Ordinary Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of March 25, 2025. On all matters to be voted upon, except for (i) the appointment and removal of directors of the Board and (ii) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law. Only holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement Warrants are not exercisable within 60 days of the date of this Report. 33 Class A Ordinary Shares Class B Ordinary Shares Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Percentage of Total Outstanding Ordinary Shares Andretti Sponsor II LLC (2)(3) — — 5,750,000 100.00 % 19.49 % William J. Sandbrook (2)(3) — — 5,750,000 100.00 % 19.49 % William M. Brown (3) — — 5,750,000 100.00 % — Michael M. Andretti (3) — — 5,750,000 100.00 % — Mario Andretti (3) — — 5,750,000 100.00 % — James W. Keyes — — — — — Cassandra S. Lee — — — — — Gerald D. Putnam — — — — — John J. Romanelli — — — — — All executive officers, and directors as a group (7 individuals) (2)(3) — — 5,750,000 100.00 % 19.49 % Other 5% Shareholders Magnetar Parties (4) 1,400,000 5.89 % — — 4.74 % AQR Parties (5) 2,277,000 9.58 % — — 7.72 % Polar Asset Management Partners Inc. (6) 1,750,000 7.37 % — — 5.93 % LMR Parties (7) 1,700,000 7.16 % — — 5.76 % Barclays PLC (8) 1,490,200 6.27 % — — 5.05 % Goldman Parties (9) 1,739,089 7.32 % — — 5.89 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is 100 Kimball Place, Suite 550, Alpharetta GA 30009. (2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment. (3) Andretti Sponsor II LLC, our Sponsor, is the record holder of such shares. There are four managing members of our Sponsor, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown. The approval of managing members holding at least 50% of the economic interests of our Sponsor held by such persons is required to approve an action. All of our officers, directors and our advisors are members of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Each independent director indirectly holds 25,000 Founder Shares, except for Cassandra S. Lee who indirectly holds 30,000 Founder Shares, through membership interests in our Sponsor. (4) According to a Schedule 13G filed with the SEC on November 6, 2024, by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J. Snyderman, a citizen of the United States (“Mr. Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201. (5) According to a Schedule 13G filed with the SEC on November 14 2024, by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings the “AQR Parties”). The address of the principal business office for the AQR Parties is One Greenwich Plaza, Greenwich, CT 06830. 34 (6) According to a Schedule 13G filed with the SEC on November 14, 2024, by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Polar”). The address of the principal business office for Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6. (7) According to a Schedule 13G filed with the SEC on November 14, 2024, by (i) LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”), (ii) LMR Partners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited liability company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited company incorporated in Ireland (“LMR Ireland”, collectively with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii) Ben Levine, a citizen of the United Kingdom (“Mr. Levine”), and (viii) Stefan Renold, a citizen of Switzerland (“Mr. Renold”, collectively with the LMR Investment Managers and Mr. Levine, the “LMR Parties”). The LMR Investment Managers serve as the investment managers to certain funds with respect to the Public Shares held by certain funds. Messrs. Levine and Renold are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The address of the principal business officer of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom. (8) According to a Schedule 13G/A filed with the SEC on March 21, 2025 by Barclays Bank PLC, a public limited company of the United Kingdom (“Barclays”). The address of the principal business office of Barclays is 1 Churchill Place, London E14 5HP, United Kingdom. (9) According to a Schedule 13G filed with the SEC on February 13, 2025, by (i) The Goldman Sachs Group, Inc., a Delawar corporation (“GS Group”) and (ii) The Goldman Sachs & Co., LLC, a New York limited liability company (“Goldman Sachs”, and together with GS Group, the “Goldman Parties”). The Public Shares reported as being held by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs, a broker or dealer and an investment adviser. Goldman Sachs is a subsidiary of GS Group. The address of the principal business officer of each of the Goldman Parties is 200 West Street, New York, New York 10282. Our Sponsor beneficially owns approximately 20.00% of the issued and outstanding Ordinary Shares. Only holders of Class B Ordinary Shares have the right to appoint directors in any election held prior to or in connection with the completion of our initial Business Combination. Holders of our Public Shares do not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Amended and Restated Charter and approval of significant corporate transactions including our initial Business Combination. Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On May 24, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of 5,750,000 Founder Shares. The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000 Public Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private Placement Units). Of the 5,750,000 Founder Shares outstanding, up to 750,000 Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part. On September 9, 2024, the underwriters exercised the Over-Allotment Option in full, so those 750,000 Founder Shares are no longer subject to forfeiture. 35 Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, our Sponsor and BTIG purchased 760,000 Private Placement Units at $10.00 per Private Placement Unit for an aggregate purchase price of $7,600,000 in the Private Placement. Of those 760,000 Private Placement Units, our Sponsor purchased 450,000 Private Placement Units and BTIG purchased 310,000 Private Placement Units. The Private Placement Units are identical to the Public Units sold in the Initial Public Offering, subject to certain limited exceptions as described in the IPO Registration Statement. The Private Placement Units, Private Placement Shares and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial Business Combination, (ii) are entitled to registration rights, and (iii) with respect to the Private Placement Warrants contained in the Private Placement Units held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). We currently utilize office space at 100 Kimball Place, Suite 550, Alpharetta GA, 30009 from our Sponsor. Pursuant to the Administrative Services Agreement, we pay our Sponsor $2,500 per month for certain office space, utilities and secretarial and administrative support provided to members of our Management Team. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2024, we had incurred $9,167 under the Administrative Services Agreement. In addition, we pay William M. Brown, our Chief Executive Officer, $12,500 per month for his services as Chief Executive Officer, for up to 24 months. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2024, we had incurred $45,833 in such fees. Our Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account. On May 21, 2024, the Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. On July 16, 2024, we amended the IPO Promissory Note to increase the principal amount to $400,000. This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the date on which we consummated the Initial Public Offering. We repaid a total of $312,130 outstanding balance under the IPO Promissory Note at the closing of the Initial Public Offering on September 9, 2024. Borrowings under the IPO Promissory Note are no longer available. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis. If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working 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 at a price of $10.00 per unit at the option of the lender. Such units and their underlying securities would be identical to the Private Placement Units, including as to exercise price, exercisability and exercise period of the underlying warrants. Except as set forth above, 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. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Any of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination will be made using funds held outside the Trust Account. After our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into the Registration Rights Agreement, with respect to the Founder Shares, Private Placement Units and any units that may be issued upon conversion of any Working Capital Loans (and any underlying securities issued thereunder). Pursuant to the Registration Rights Agreement, holders of such securities have registration rights to require us to register a sale of any of its securities held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, BTIG may only make a demand on one occasion and only during the five-year period beginning on the date the sales for the Initial Public Offering commenced. In addition, BTIG may participate in a “piggy-back” registration only during the seven-year period beginning on the date the sales for the Initial Public Offering commenced. We will bear the expenses incurred in connection with the filing of any such registration statements. 36 Our Sponsor, directors and officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period. Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment 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 and not previously released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares. Director Independence The Nasdaq Rules require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. Our Board of Directors has determined that each of Ms. Cassandra S. Lee and Messrs., James W. Keyes, Gerald D. Putnam, and John J. Romanelli are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from May 21, 2024 (inception) through December 31, 2024 totaled approximately $91,520. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from May 21, 2024 (inception) through December 31, 2024, Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from May 21, 2024 (inception) through December 31, 2024, All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from May 21, 2024 (inception) through December 31, 2024, Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 37 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 (2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Omitted at our Company’s option. 38 ANDRETTI ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 to F-17 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Andretti Acquisition Corp II Opinion on the Financial Statements We have audited the accompanying balance sheet of Andretti Acquisition Corp II as of December 31, 2024 and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from May 21, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Andretti Acquisition Corp II as of December 31, 2024, and the results of its operations and its cash flows for the period from May 21, 2024 (inception) through December 31, 2024, in conformity with the Generally Accepted Accounting Principles. Basis for Opinion These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Andretti Acquisition Corp II in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Andretti Acquisition Corp II is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as Andretti Acquisition Corp II's auditor since 2024. New York, New York March 25, 2025 PCAOB ID Number 100 F- 2 ANDRETTI ACQUISITION CORP. II BALANCE SHEET DECEMBER 31, 2024 Assets Current assets Cash $ 798,454 Prepaid expenses 132,201 Total current assets 930,655 Long-term prepaid insurance 76,772 Marketable securities held in Trust Account 234,500,051 Total Assets $ 235,507,478 Liabilities and Shareholders’ Deficit Current liabilities Accrued expenses $ 75,556 Total current liabilities 75,556 Deferred underwriting fee 9,775,000 Total Liabilities 9,850,556 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.20 per share 234,500,051 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 ( 8,843,780 ) Total Shareholders’ Deficit ( 8,843,129 ) Total Liabilities and Shareholders’ Deficit $ 235,507,478 The accompanying notes are an integral part of these financial statements. F- 3 ANDRETTI ACQUISITION CORP. II STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Formation and general and administrative costs $ 303,225 Loss from operations ( 303,225 ) Other income: Interest earned on marketable securities held in Trust Account 3,350,051 Total other income, net 3,350,051 Net income $ 3,046,826 Weighted average shares outstanding, Class A redeemable ordinary shares 11,602,679 Basic net income per share, Class A redeemable ordinary shares $ 0.18 Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares 5,694,777 Basic net income per share, Class A and Class B non-redeemable ordinary shares $ 0.17 Weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares 5,929,152 Diluted net income per share, Class A and B non-redeemable ordinary shares $ 0.17 The accompanying notes are an integral part of these financial statements. F- 4 ANDRETTI ACQUISITION CORP. II STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM MAY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — May 21, 2024 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor — — 5,750,000 575 24,425 — 25,000 Accretion for Class A ordinary shares to redemption amount — — — — ( 9,151,921 ) ( 11,890,606 ) ( 21,042,527 ) Sale of 760,000 Private Placement Units 760,000 76 — — 7,599,924 — 7,600,000 Fair Value of Public Warrants at issuance — — — — 1,656,000 — 1,656,000 Allocated value of transaction costs — — — — ( 128,428 ) — ( 128,428 ) Net income — — — — — 3,046,826 3,046,826 Balance – December 31, 2024 760,000 $ 76 5,750,000 $ 575 $ — $ ( 8,843,780 ) $ ( 8,843,129 ) The accompanying notes are an integral part of these financial statements. F- 5 ANDRETTI ACQUISITION CORP. II STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 21, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Cash Flows from Operating Activities: Net income $ 3,046,826 Adjustments to reconcile net income to net cash used in operating activities: Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares 7,909 Payment of formation and general costs through promissory note 37,185 Interest income on marketable securities held in Trust Account ( 3,350,051 ) Changes in operating assets and liabilities: Prepaid expenses ( 132,201 ) Long-term prepaid insurance ( 76,772 ) Accrued expenses 75,556 Net cash used in operating activities ( 391,548 ) Cash Flows from Investing Activities: Investment of cash into Trust Account ( 231,150,000 ) Net cash used in investing activities ( 231,150,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 225,400,000 Proceeds from sale of Private Placement Units 7,600,000 Proceeds from promissory note - related party 150 Repayment of promissory note - related party ( 312,130 ) Payment of offering costs ( 348,018 ) Net cash provided by financing activities 232,340,002 Net Change in Cash 798,454 Cash – Beginning of period — Cash – End of period $ 798,454 Noncash investing and financing activities: Offering costs included in accrued offering costs $ 4,584 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 17,091 Deferred offering costs paid through promissory note – related party $ 274,795 Deferred underwriting fee payable $ 9,775,000 The accompanying notes are an integral part of these financial statements. F- 6 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 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 December 31, 2024, 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 December 31, 2024, the Company had not commenced any operations. All activities for the period from May 21, 2024 (inception) through December 31, 2024 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 do not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates 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 Public Offering, generating gross proceeds of $ 7,600,000 , which is described in Note 4. Transaction costs 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 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 “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s Public 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 Shares if the Company has not consummated an initial Business Combination within the Combination 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. F- 7 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public 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 Shares, subject to the limitations. As of December 31, 2024, the amount in the Trust Account was $ 10.20 per public 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 Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public 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 Shares, which redemption will constitute full and complete payment for the Public 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, officers and directors, and advisor 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 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 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 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 the Combination Period and to liquidating distributions from assets outside the trust account; and (iv) 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) 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 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 Account assets, less taxes payable, provided that such 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 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 and Capital Resources As of December 31, 2024, the Company had operating cash of $ 798,454 and a working capital surplus of $ 855,099 . 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. F- 8 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern”, as of December 31, 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 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 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. Use of Estimates The preparation of the 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 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 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 $ 798,454 in cash and no cash equivalents as of December 31, 2024. F- 9 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 Marketable Securities Held in Trust Account As of December 31, 2024, the assets held in the Trust Account, amounting to $ 234,500,051 , 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 Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants (defined below) and Private Placement Units were charged to shareholders' deficit as the warrants associated with the public offering and 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 balance sheet, 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 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 periods presented. 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 December 31, 2024. F- 10 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 Class A Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public 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 initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 9, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants ( 1,656,000 ) Issuance costs allocated to Public Shares ( 14,886,476 ) Plus: Accretion of carrying value to redemption value 18,356,601 Class A Ordinary Shares subject to possible redemption, September 30, 2024 231,814,125 Plus: Accretion of carrying value to redemption value 2,685,926 Class A Ordinary Shares subject to possible redemption, December 31, 2024 $ 234,500,051 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 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 presented. The following table reflects the calculation of basic and diluted net income per ordinary share: For the Year Ended December 31, 2024 Class A Class B Basic net income per ordinary share: Numerator: Allocation of net income $ 2,043,731 $ 1,003,095 Denominator: Basic weighted average ordinary shares outstanding 11,602,679 5,694,777 Basic net income per ordinary share $ 0.18 $ 0.18 Diluted net income per ordinary share: Numerator: Allocation of net income $ 2,016,409 $ 1,030,417 Denominator: Diluted weighted average ordinary shares outstanding 11,602,679 5,929,152 Diluted net income per ordinary share $ 0.17 $ 0.17 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. F- 11 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 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 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. 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. F- 12 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 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 or similar event, the number of Class A 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 (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well 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 t the Initial Public Offering in accordance with Financial Industry Regulatory Authority 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 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 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 Shares if the Company has not consummated an initial Business Combination within the Combination 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 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 the Combination Period and to liquidating distributions from assets outside the trust account; and (iv) 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) 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. F- 13 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 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 (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 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 (F) 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 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 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 period from May 21, 2024 (inception) through December 31, 2024, the Company incurred and paid $55,000 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 December 31, 2024, no such Working Capital Loans were outstanding. F- 14 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 NOTE 6 — COMMITMENTS AND CONTINGENCIES Risk 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 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 shares and any Class A ordinary shares held by the Sponsor 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 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 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. 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. At 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. At 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. F- 15 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 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 December 31, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding. 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. Holders of record of the Company’s 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 below) requires 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, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, 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. 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. 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 in a jurisdiction outside the Cayman Islands (including any special resolution required to amend 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. 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. F- 16 ANDRETTI ACQUISITION CORP. II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024 NOTE 8 — FAIR VALUE MEASUREMENTS 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 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 following table presents information about the Company’s equity instruments that are measured at fair value on December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2024 Assets: Marketable securities held in Trust Account 1 $ 234,500,051 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 EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. F- 17 EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated September 5, 2024, by and between the Company and BTIG, LLC. (3) 3.1 Amended and Restated Memorandum and Articles of Association. (3) 4.1 Specimen Unit Certificate. (2) 4.2 Specimen Class A Ordinary Share Certificate. (2) 4.3 Specimen Warrant Certificate. (2) 4.4 Warrant Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (3) 4.5 Description of Registered Securities.* 10.1 Promissory Note, dated as of July 16, 2024, issued to the Sponsor. (1) 10.2 Securities Subscription Agreement, dated May 21, 2024, by and between the Company and the Sponsor. (1) 10.3 Form of Indemnity Agreement. (2) 10.4 Investment Management Trust Account Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (3) 10.5 Registration Rights Agreement, dated September 5, 2024, by and among the Company, the Sponsor and the holders party thereto. (3) 10.6 Unit Subscription Agreement, dated September 5, 2024, by and between the Company and the Sponsor. (3) 10.7 Unit Subscription Agreement, dated September 5, 2024, by and between the Company and BTIG, LLC. (3) 10.8 Letter Agreement, dated September 5, 2024, by and among the Company, its officers, directors and the Sponsor. (3) 10.9 Administrative Services Agreement, dated September 5, 2024, by and between the Company and the Sponsor. (3) 14 Form of Code of Ethics. (2) 19 Insider Trading Policies and Procedures, adopted September 5, 2024.* 31 Certification of the Principal Executive and 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 Certification of the Principal Executive and Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Policy Related to Recovery of Erroneously Awarded Compensation, adopted September 5, 2024.* 99.1 Audit Committee Charter.* 99.2 Compensation Committee Charter.* 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 Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-280552), originally filed with the SEC on June 28, 2024. (2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (File No. 333-280552), filed with the SEC on July 31, 2024. (3) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2024. 39 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 25, 2025 Andretti Acquisition Corp. II 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) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ William M. Brown Chief Executive Officer, Principal Financial and Accounting Officer March 25, 2025 William M. Brown (Principal Executive Officer and Principal Financial and Accounting Officer) /s/ William J. Sandbrook Executive Chairman and Chairman of the Board of Directors March 25, 2025 William J. Sandbrook /s/ Michael M. Andretti Director March 25, 2025 Michael M. Andretti /s/ James W. Keyes Director March 25, 2025 James W. Keyes /s/ Cassandra S. Lee Director March 25, 2025 Cassandra S. Lee /s/ Gerald D. Putnam Director March 25, 2025 Gerald D. Putnam /s/ John J. Romanelli Director March 25, 2025 John J. Romanelli 40