Andretti Acquisition II Signs Non-Redemption Deals Before Extension Vote

What Happened
Andretti Acquisition Corp. II (POLE) announced it entered into non-redemption agreements with public shareholders and its sponsor to reduce redemptions ahead of a planned shareholder vote to extend the SPAC’s business-combination deadline. The company adjourned its Special Meeting on August 28, 2026 to September 8, 2026 at 10:00 a.m. ET to allow additional time for redemptions and reversals. The underlying Extension under consideration would move the deadline to complete a business combination from September 9, 2026 to September 9, 2027.

Key Details

• Date of agreements: Prior agreements entered August 28, 2026; additional non-redemption agreements entered August 31, 2026.
• Non-redemptions covered: Prior agreements cover up to 1,000,000 Public Shares; the new agreements cover up to 2,600,000 Public Shares.
• Potential Pubco shares issued at closing: Prior agreements provide up to 250,000 Pubco Shares (plus 83,333 more if closing is after June 9, 2027); new agreements provide up to 650,000 Pubco Shares (plus 216,667 more if closing is after June 9, 2027). Combined, these agreements could result in issuance of up to 900,000 Pubco Shares if a deal closes on or before June 9, 2027, and up to 1,200,000 Pubco Shares if after that date.
• Effect stated by company: These agreements are expected to increase the funds remaining in the Company’s trust account following the Special Meeting but are not expected to change the likelihood that shareholders will approve the Extension. The agreements contain termination events (e.g., failure to approve the Extension, Company cancellation of the Extension, redemption of the covered shares).

Why It Matters
For retail investors, these non-redemption agreements mean more cash may remain in the SPAC’s trust if covered shareholders do not redeem, which can affect the pool of capital available for a future merger or acquisition. However, the agreements do not guarantee the Extension will be approved and they may lead to issuance of additional shares in the surviving public company (Pubco) upon a deal, which could dilute post-transaction equity. The outcome still depends on the shareholder vote and the company’s ability to complete a business combination.