ANDRETTI ACQUISITION CORP. II FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025

Overview

We are a blank check company incorporated in the Cayman Islands on May 21, 2024, formed for the purpose of completing a Business Combination with one or more businesses. We intend to use the cash from the proceeds of our Initial Public Offering and private placement, as well as debt and other securities, to finance the Business Combination.

We have not engaged in any operations or generated any revenue to date. Our activities have been limited to organizational tasks, preparing for the Initial Public Offering, and identifying potential target companies for the Business Combination. We expect to continue incurring significant costs in pursuit of our acquisition plans, but we cannot assure our shareholders that we will be successful in completing a Business Combination.

Results of Operations

For the three months ended March 31, 2025, we had net income of $2,263,403, which consisted of $2,455,602 in interest earned on marketable securities held in the Trust Account, partially offset by $192,199 in general and administrative costs.

Factors That May Adversely Affect our Results of Operations

Our results of operations and ability to complete a Business Combination could be impacted by various factors, including:

• Downturns in financial markets or economic conditions
• Increases in oil prices, inflation, or interest rates
• Increases in tariffs, supply chain disruptions, or declines in consumer confidence
• Public health considerations and geopolitical instability

We cannot predict the likelihood, duration, or magnitude of these events and their potential negative impact on our business and ability to complete a Business Combination.

Liquidity, Capital Resources and Going Concern

Until the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and loans from the Sponsor.

On September 9, 2024, we consummated the Initial Public Offering of 23,000,000 Units, generating gross proceeds of $230,000,000. We also sold 760,000 Private Placement Units to the Sponsor and BTIG, generating an additional $7,600,000.

As of March 31, 2025, we had $236,955,653 in marketable securities held in the Trust Account and $612,692 in cash. We intend to use the funds in the Trust Account to complete our Business Combination.

Our liquidity condition raises substantial doubt about our ability to continue as a going concern for a period of time within one year after the date the financial statements are issued. We plan to address this uncertainty through a Business Combination, but there is no assurance we will be able to consummate one by the end of the Combination Period.

Contractual Obligations

We have the following contractual obligations:

• Administrative services agreement to pay $2,500 per month to an affiliate of our Sponsor
• Agreement to pay our CEO $12,500 per month for his services
• Underwriting agreement with 2% cash discount and 4.25% deferred underwriting fee payable upon completion of the Business Combination

Critical Accounting Estimates and Policies

We have not identified any critical accounting estimates. We account for our ordinary shares subject to possible redemption in accordance with FASB ASC Topic 480, and we comply with FASB ASC 260 for earnings per share calculations.

Recent Accounting Standards

We have adopted ASU 2023-07 on segment reporting, which requires additional disclosures about our chief operating decision maker and how segment information is used. We do not believe any other recently issued accounting standards will have a material effect on our financial statements.