Andretti Acquisition Corp. II Signs Non‑Redemption Agreements to Support Extension

What Happened

• Andretti Acquisition Corp. II (POLE) filed an 8‑K reporting that it and its sponsor, Andretti Sponsor II LLC, entered into multiple non‑redemption agreements with unaffiliated public shareholders between August 28 and September 4, 2026. The Company adjourned its Special Meeting on August 28, 2026 to September 8, 2026 at 10:00 a.m. ET so shareholders can vote on extending the deadline to complete a business combination from September 9, 2026 to September 9, 2027.
• Under the agreements the Company/Sponsor agreed to cause the surviving public company (“Pubco”) to issue Pubco shares to those investors at closing in exchange for their agreement not to redeem specified Public Shares (issued in the IPO).

Key Details

• Dates: Non‑redemption agreements entered Aug 28, Aug 31, Sep 1, Sep 2, Sep 3 and Sep 4, 2026; Special Meeting adjourned to Sep 8, 2026.
• Prior agreements cover up to 6,248,959 Public Shares that investors agreed not to redeem in exchange for up to 1,562,240 Pubco Shares if the business combination closes on or before June 9, 2027, plus up to 520,747 additional Pubco Shares if it closes after June 9, 2027.
• New agreements (filed Sept 4) cover up to 300,000 additional Public Shares in exchange for up to 75,000 Pubco Shares if closing is on or before June 9, 2027, and up to 25,000 more if after that date.
• The filing says these agreements are not expected to increase the likelihood the Extension is approved but are expected to increase the amount of funds that remain in the Company’s trust account after the Special Meeting. The agreements terminate under several listed events (e.g., failure to approve the Extension, liquidation, mutual agreement, or actual redemption of covered shares).

Why It Matters

• For investors, these agreements aim to reduce redemptions at the Special Meeting and keep more cash available in the SPAC’s trust account for a potential business combination. That can preserve deal flexibility for the Company.
• If the agreements are honored at closing, Pubco shares will be issued to those investors, which will increase the number of outstanding shares and could dilute other shareholders. The extension itself still requires shareholder approval at the adjourned meeting on September 8, 2026.