8-K
Andretti Acquisition Corp. II (POLE)
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 30, 2024
Andretti Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42268 | 98-1792547 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
7615 Zionsville Road
Indianapolis, Indiana 46268
(Address of principal executive offices, includingzip code)
Registrant’s telephone number, including areacode: (317) 872-2700
Not Applicable
(Former name or former address, if changed sincelast 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 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Zakary C. Brown
On September 30, 2024, Zakary C. Brown resigned as a member of the Board of Directors (the “Board”) of Andretti Acquisition Corp. II (the “Company”) as well as from his position as a member of the Compensation Committee of the Board. Mr. Brown’s departure was not the result of any disagreement with management or the Board on any matter relating to the Company’s operations, policies or practices.
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: October 1, 2024 |