Andretti Acquisition Corp. II Signs Non‑Redemption Deals for SPAC Extension

What Happened
Andretti Acquisition Corp. II (POLE) filed an 8‑K reporting that it and its sponsor entered into multiple non‑redemption agreements with unaffiliated public shareholders in late August and early September 2026. The agreements were made in connection with an adjourned special meeting (moved to Sept 8, 2026) to vote on extending the deadline to complete a business combination from Sept 9, 2026 to Sept 9, 2027. The deals promise issuance of Pubco (post‑business‑combination) shares to shareholders who agree not to redeem their public shares.

Key Details

• Agreements executed on Aug 28 and Aug 31, 2026 (Prior) and on Sept 1 and Sept 2, 2026 (New).
• Prior agreements: up to 900,000 Pubco shares if a deal closes on or before June 9, 2027, plus 300,000 more if after June 9, 2027, in exchange for up to 3,600,000 Public Shares being not redeemed.
• New agreements: up to 550,000 Pubco shares if a deal closes on or before June 9, 2027, plus 183,334 more if after June 9, 2027, in exchange for up to 2,200,000 Public Shares being not redeemed.
• Combined potential: up to 1,450,000 Pubco shares pre‑June 9, 2027 (1,933,334 including post‑June additional shares) in exchange for up to 5,800,000 Public Shares not redeemed.
• Agreements terminate on specified events (e.g., if the extension is not approved, an investor redeems, the company liquidates, or obligations are fulfilled). The company says these agreements are expected to increase funds remaining in the trust account but are not expected to affect the likelihood that shareholders approve the extension.

Why It Matters
For retail investors, these agreements are designed to reduce shareholder redemptions at the extension vote, leaving more cash in the SPAC’s trust if the extension is approved — which can affect the financial resources available for a potential merger. However, the agreements also provide for issuance of new Pubco shares to non‑redeeming investors at closing, which could dilute post‑combination ownership. Approval of the extension remains subject to the shareholder vote on the adjourned meeting date and the other termination conditions described in the filing.