UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 5, 2024
Andretti Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-42268 | | 98-1792547 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
7615 Zionsville Road
Indianapolis, Indiana 46268
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (317) 872-2700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | | POLEU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | | POLE | | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | | POLEW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2024, Andretti Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”), which consisted of 23,000,000 units (the “Units”), including the exercise in full by the underwriter of an option to purchase up to 3,000,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| | ● | An Underwriting Agreement, dated September 5, 2024, by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| | ● | A Warrant Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| | ● | An Investment Management Trust Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| | ● | A Registration Rights Agreement, dated September 5, 2024, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| | ● | A Private Placement Units Purchase Agreement, dated September 5, 2024 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and Andretti Sponsor II LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| | ● | A Private Placement Units Purchase Agreement, dated September 5, 2024 (the “BTIG Private Placement Units Purchase Agreement” and, together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| | ● | A Letter Agreement, dated September 5, 2024, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| | ● | An Administrative Services Agreement, dated September 5, 2024, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| | ● | Indemnity Agreement, dated September 5, 2024, by and among the Company and each Director and executive officers of the Company, a copy of form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of 760,000 units (the “Private Placement Units”) to the Sponsor and BTIG, LLC, the representative of the underwriters, at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 760,000 Private Placement Units, the Sponsor purchased 450,000 Private Placement Units and BTIG, LLC purchased 310,000 Private Placement Units. The Warrants contained in the Private Placement Units are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 5, 2024, in connection with the IPO, Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli (the “New Directors” and, collectively with William J. Sandbrook and Michael M. Andretti, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective September 5, 2024, each of Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli was appointed to the Board’s Audit Committee with Cassandra S. Lee serving as chair of the Audit Committee. Each of Zakary C. Brown, James W. Keyes and Gerald D. Putnam was appointed to the Board’s Compensation Committee, with Gerald D. Brown serving as chair of the Compensation Committee.
On September 5, 2024, the Company entered into indemnity agreements with each of the Directors and William M. Brown, its chief executive officer, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On September 5, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on September 5, 2024. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $231,150,000, comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $9,775,000 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account 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 it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (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 modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On September 5, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 9, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | | Description |
| | |
| 1.1 | | Underwriting Agreement, dated September 5, 2024, by and between the Company and BTIG, LLC, as representative of the several underwriters. |
| | |
| 3.1 | | Amended and Restated Memorandum and Articles of Association of the Company. |
| | |
| 4.1 | | Warrant Agreement, dated September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| | |
| 10.1 | | Investment Management Trust Agreement, September 5, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| | |
| 10.2 | | Registration Rights Agreement, dated September 5, 2024, by and among the Company and certain security holders. |
| | |
| 10.3 | | Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and the Sponsor. |
| | | |
| 10.4 | | Private Placement Units Purchase Agreement, dated September 5, 2024, by and between the Company and the Sponsor. |
| | |
| 10.5 | | Letter Agreement, dated September 5, 2024, by and among the Company, its officers, directors, and the Sponsor. |
| | |
| 10.6 | | Administrative Services Agreement, dated September 5, 2024, by and between the Company and Andretti Sponsor II LLC. |
| | | |
| 10.7 | | Form of Indemnity Agreement |
| | |
| 99.1 | | Press Release, dated September 5, 2024. |
| | |
| 99.2 | | Press Release, dated September 9, 2024. |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ANDRETTI ACQUISITION CORP. II |
| | | |
| | By: | /s/ William M. Brown |
| | | Name: | William M. Brown |
| | | Title: | Chief Executive Officer |
| Dated: September 9, 2024 | | |
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