Andretti Acquisition Corp. II Adjourns Special Meeting; Files Non‑Redemption Agreements

What Happened

• Andretti Acquisition Corp. II (POLE) adjourned its extraordinary general meeting on Aug 28, 2026 and rescheduled the Special Meeting to Sept 8, 2026 at 10:00 a.m. ET. The meeting will vote on an extension of the deadline to complete a business combination from Sept 9, 2026 to Sept 9, 2027 (the “Extension Amendment Proposal”), ratification of WithumSmith+Brown, PC as auditor for 2026, and a possible adjournment if more solicitation is needed.
• The company and its sponsor entered into non‑redemption agreements with certain unaffiliated holders of public shares under which the surviving public company (Pubco) would issue up to (i) 250,000 Pubco shares if a business combination closes on or before June 9, 2027 or (ii) 83,333 Pubco shares if after that date, in exchange for those holders agreeing not to redeem up to 1,000,000 public shares. The filing states these agreements are expected to increase funds remaining in the trust account but are not expected to increase the likelihood that the Extension Amendment Proposal is approved.
• The Sponsor intends to convert 5,749,999 Class B ordinary shares into an equal number of Class A ordinary shares if the Extension Amendment Proposal is approved; those converted shares will remain subject to the same pre‑conversion restrictions (transfer restrictions, waiver of redemption rights, and voting obligations).

Key Details

• Special Meeting adjourned on Aug 28, 2026 and rescheduled to Sept 8, 2026; Record Date remains July 27, 2026.
• Redemption deadline for public shareholders extended to 5:00 p.m. ET on Sept 3, 2026; shareholders may withdraw prior redemption requests before the rescheduled meeting.
• Non‑Redemption Agreements: up to 1,000,000 public shares covered; consideration up to 250,000 Pubco shares (if combo ≤ Jun 9, 2027) or 83,333 Pubco shares (if after).
• Sponsor conversion: 5,749,999 Class B → Class A upon shareholder approval of the Extension; converted shares keep the same restrictions as before conversion.

Why It Matters

• The Extension, if approved, gives the company one more year (to Sept 9, 2027) to complete a business combination instead of facing liquidation on the earlier deadline. That is a material timeline change for investors assessing the company’s prospects.
• The non‑redemption agreements aim to reduce redemptions and therefore increase the cash remaining in the trust account for a potential transaction; more trust funds can materially affect the size or feasibility of a deal.
• The Sponsor’s planned conversion would increase the number of Class A shares outstanding, but those shares will remain subject to the same transfer and redemption restrictions described in the IPO prospectus, meaning they won’t immediately add freely tradeable float.
• Retail investors should note the new redemption deadline (Sept 3, 2026 5:00 p.m. ET) and that previously submitted redemptions can be withdrawn before the adjourned meeting.