Andretti Acquisition Corp. II Signs Non‑Redemption Deals to Aid Extension

What Happened
Andretti Acquisition Corp. II (filed 8‑K on Sept 3, 2026) announced that it and its sponsor, Andretti Sponsor II LLC, have entered additional non‑redemption agreements with new public investors. These agreements, which are substantially identical to prior non‑redemption agreements signed Aug 28–Sept 2, 2026, provide that investors who agree not to redeem certain public shares will receive shares of the surviving company (“Pubco”) when an initial business combination is completed. The Special Meeting to vote on extending the SPAC’s combination deadline from Sept 9, 2026 to Sept 9, 2027 was adjourned from Aug 28, 2026 to Sept 8, 2026 at 10:00 a.m. ET to allow more time for redemptions and reversals.

Key Details

• New agreements entered on Sept 3, 2026 cover up to 448,959 public shares that investors agree not to redeem, in exchange for up to 112,240 Pubco shares if the combination closes on or before June 9, 2027, and an additional 37,413 Pubco shares if it closes after June 9, 2027.
• Prior non‑redemption agreements (Aug 28, Aug 31, Sept 1 & Sept 2, 2026) cover up to 5,800,000 public shares in exchange for up to 1,450,000 Pubco shares if the deal closes on or before June 9, 2027, and 483,334 additional Pubco shares if after June 9, 2027.
• The agreements are intended to increase the amount of cash that remains in the SPAC’s trust account if the extension vote is held; the Company and Sponsor may enter additional similar agreements.
• The non‑redemption agreements terminate if the extension vote fails, the Company cancels the extension, the agreements’ obligations are fulfilled, the Company liquidates, the parties mutually agree to terminate, or if an investor elects and actually redeems the covered shares.

Why It Matters
For retail investors, these non‑redemption agreements reduce the number of redemptions if investors honor them, which can increase the cash available in the SPAC trust to complete a business combination. That can make it easier for the SPAC to meet cash requirements for a merger, but it also creates future dilution because Pubco shares will be issued to those investors if a deal closes. The filing is factual about the mechanics and limits of the agreements; it does not guarantee the extension will be approved or that a business combination will occur.