Andretti Acquisition Corp. II files non-redemption agreements covering 1,000,000 shares, adjourns special meeting
ALPHARETTA, Aug 28. Up to 1,000,000 Class A ordinary shares are covered by non-redemption agreements that Andretti Acquisition Corp. II (Nasdaq: POLE) and its sponsor, Andretti Sponsor II LLC, disclosed in an 8-K filed August 28, 2026. Investors who hold those shares rather than redeem them will receive up to 250,000 ordinary shares in the surviving entity of any completed business combination, the filing shows. The company's special meeting, convened the same day, was adjourned to September 8, 2026 at 10:00 a.m. Eastern Time.
Key takeaways
- Andretti Acquisition Corp. II (Nasdaq: POLE) disclosed in an 8-K filed August 28, 2026 non-redemption agreements covering up to 1,000,000 Class A ordinary shares.
- Investors who hold rather than redeem those shares will receive up to 250,000 Pubco ordinary shares in the surviving entity of a completed business combination.
- The company's special meeting was adjourned to September 8, 2026 at 10:00 a.m. Eastern Time to consider an Extension Amendment Proposal.
- The Extension Amendment Proposal would move the business combination deadline from September 9, 2026 to September 9, 2027, or an earlier board-determined date.
- The non-redemption share cap depends on timing: up to 250,000 Pubco shares if the combination closes on or before June 9, 2027, dropping to 83,333 shares if it closes after that date.
ALPHARETTA, Aug 28. Up to 1,000,000 Class A ordinary shares are covered by non-redemption agreements that Andretti Acquisition Corp. II (Nasdaq: POLE) and its sponsor, Andretti Sponsor II LLC, disclosed in an 8-K filed August 28, 2026. Investors who hold those shares rather than redeem them will receive up to 250,000 ordinary shares in the surviving entity of any completed business combination, the filing shows. The company's special meeting, convened the same day, was adjourned to September 8, 2026 at 10:00 a.m. Eastern Time.
The meeting is the venue for an Extension Amendment Proposal. If approved, that proposal would push the deadline for completing an initial business combination from September 9, 2026 to September 9, 2027, or such earlier date as the board may determine.
Non-redemption terms and meeting timeline
The Pubco share count offered to non-redeeming investors depends on timing. A business combination closed on or before June 9, 2027 triggers an aggregate issuance of up to 250,000 Pubco shares; one closed after that date reduces the cap to 83,333 shares. Andretti said the agreements are not expected to affect the likelihood that the proposal passes, but are expected to keep more funds in the trust account following the meeting. The company also said it may enter additional, similar non-redemption agreements in connection with the special meeting.
The redemption submission deadline for public shareholders has been extended to 5:00 p.m. Eastern Time on September 3, 2026. Shareholders who previously submitted redemption requests may reverse them by contacting the transfer agent before the rescheduled meeting. The record date remains July 27, 2026.
In a related disclosure, the sponsor said it intends to convert 5,749,999 Class B ordinary shares into an equal number of Class A shares in connection with the extension. The adjourned meeting will also consider ratifying WithumSmith+Brown, PC as the company's independent registered public accounting firm for the year ending December 31, 2026.
Andretti Acquisition Corp. II is incorporated in the Cayman Islands and headquartered at 100 Kimball Place, Suite 550, Alpharetta, Georgia 30009. Class A shares trade on Nasdaq as POLE and units as POLEU. Redeemable warrants trade as POLEW, each exercisable for one Class A share at $11.50 per share.