{"url_path":"/sec/polew/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2025341/0001213900-26-048016-index.html","accession_number":"0001213900-26-048016","cik":"0002025341","ticker":"POLE","issuer_name":"Andretti Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2025341/0001213900-26-048016-index.html","primary_entity_key":"0002025341","primary_entity_name":"Andretti Acquisition Corp. II"},"word_count":479,"has_tables":true,"body_markdown":"**Item 1.01 Entry into\na Material Definitive Agreement.**\n\n** **\n\n**Amended and Restated\nPromissory Note**\n\n \n\nAs previously disclosed, on\nOctober 14, 2025, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “**Company**”), issued three separate\nunsecured promissory notes (the “**Original Notes**”) to each of William J. Sandbrook, Michael Andretti and William M.\nBrown (collectively, the “**Payees**”), in total principal amounts of $720,000, $300,000 and $480,000, respectively. On\nApril 27, 2026, the Company amended and restated the Original Notes (the “**Amended and Restated Notes**”) to increase\nthe total principal amounts to $2,100,000, $875,000 and $1,400,000, respectively, for a revised aggregate total of $4,375,000. The proceeds\nof the Amended and Restated Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by\nthe Company for working capital purposes.\n\n \n\nThe\nAmended and Restated Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial\nbusiness combination (the “**Business Combination**”) and (ii) the date of liquidation of the Company (such earlier date,\nthe “**Maturity Date**”). In the event that the Company does not consummate a Business Combination, the Amended and Restated\nNotes will be repaid only from amounts remaining outside of the Company’s trust account established in connection with the Company’s\ninitial public offering of its securities (the “**IPO**”), if any.\n\n \n\nIf,\nprior to the Business Combination, the principal balances of the Amended and Restated Notes have not been paid in full, then, at the Payees’\noption and subject to certain conditions, up to an aggregate of $1,500,000 of the principal amounts of the Amended and Restated Notes\nmay be converted into units of the Company (the “**Conversion Unit**”), each consisting of one Class A ordinary share and\none-half of one redeemable warrant, of the Company at a conversion price of $10.00 per Conversion Unit, on the date of the Business Combination.\nThe Conversion Units shall be identical to the units issued by the Company in a private placement upon consummation of its IPO. The Conversion\nUnits and their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement\nby and between the Company and the parties thereto, dated as of September 5, 2024.\n\n \n\nA\nfailure to pay the principal outstanding amount of the Amended and Restated Notes within one business day of the Maturity Date shall be\ndeemed an event of default, in which case the Payees may declare the Amended and Restated Notes due and payable immediately. The issuance\nof the Amended and Restated Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities\nAct of 1933, as amended.\n\n \n\nThe\nforegoing description is qualified in its entirety by reference to the Amended and Restated Notes, a form of which is attached as Exhibit\n10.1 hereto and is incorporated herein by reference."}