Andretti Acquisition Corp. II filed its Form 10-Q with the SEC on November 12, 2026, covering the quarterly period ended September 30, 2026, and reporting continued trust account activity and a significant reduction in redeemable shares outstanding.

Key Highlights

  • Redeemable shares declined: Class A ordinary shares subject to possible redemption fell to 7,223,810 shares at September 30, 2026, from 23,000,000 shares at December 31, 2025, according to the filing.
  • Trust account balance: Marketable securities held in the Trust Account stood at $78,806,853 at September 30, 2026, down from $244,261,293 at December 31, 2025.
  • Three-month net income: The company reported net income of $994,241 for the three months ended September 30, 2026, compared to $2,230,406 for the same period in 2025.
  • Convertible note balance: The convertible note payable to a related party increased to $1,390,000 at September 30, 2026, from $450,000 at December 31, 2025.
  • Class B conversion: During the third quarter, 5,749,999 Class B ordinary shares were converted into Class A ordinary shares, leaving only 1 Class B share outstanding at September 30, 2026.
  • Shareholders' deficit widened: Total shareholders' deficit was $(11,639,338) at September 30, 2026, compared to $(10,254,006) at December 31, 2025.

Trust Account Reduction and Share Structure Changes at Andretti Acquisition Corp. II

Andretti Acquisition Corp. II, a blank check company incorporated in the Cayman Islands and listed on NASDAQ:POLE, filed its quarterly report for the period ended September 30, 2026. The company disclosed that total assets fell to $78,971,987 from $244,423,346 at December 31, 2025, driven primarily by a reduction in marketable securities held in its Trust Account. The decline in trust assets corresponds directly with the decrease in Class A ordinary shares subject to possible redemption, which dropped from 23,000,000 to 7,223,810 shares over the same period, at a redemption value of $10.91 per share as of September 30, 2026.

The filing also disclosed a new non-redemption agreement liability of $553,350 on the balance sheet as of September 30, 2026. During the three months ended September 30, 2026, the company recorded a non-redemption agreement expense of $762,352, partially offset by a change in fair value of the non-redemption agreement liability of $209,002. Interest earned on marketable securities held in the Trust Account totaled $1,905,178 for the third quarter of 2026, compared to $2,501,400 for the same quarter in 2025, reflecting the lower trust balance.

General and administrative costs for the three months ended September 30, 2026 were $357,587, up from $270,994 in the comparable prior-year period. The company reported basic and diluted net income per share of $0.04 for both Class A redeemable and Class A and Class B non-redeemable ordinary shares for the three months ended September 30, 2026. As of November 12, 2026, there were 13,733,809 Class A ordinary shares and 1 Class B ordinary share issued and outstanding, according to the filing. Deferred underwriting fees payable remained unchanged at $9,775,000.

What Was Disclosed

Andretti Acquisition Corp. II disclosed its unaudited condensed financial statements for the quarter ended September 30, 2026, including balance sheet data showing a reduced trust account balance, a new non-redemption agreement liability, an increased related-party convertible note, and a near-complete conversion of Class B shares to Class A shares.