Welcome to our dedicated page for Andretti Acquisition II SEC filings (Ticker: POLE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Andretti Acquisition Corp. II (NASDAQ: POLE) files reports with the U.S. Securities and Exchange Commission as a Cayman Islands exempted company and emerging growth company in the shell companies category. Its SEC filings provide detailed information on its structure as a blank check company, its listed securities, and the contractual terms that govern its capital and financing arrangements.
On this page, you can review filings such as current reports on Form 8-K, which describe material definitive agreements and other significant events. For example, an 8-K dated October 15, 2025 reports that Andretti Acquisition Corp. II issued unsecured promissory notes to certain members of its leadership and advisory group. The filing explains that the proceeds may be used for working capital, that the notes bear no interest, and that they are due upon the earlier of the company’s initial business combination or its liquidation.
The same 8-K also outlines how, if unpaid before the business combination, the principal on these notes may be converted at the payees’ option into units of the company at a specified conversion price. Each conversion unit consists of one Class A ordinary share and one-half of one redeemable warrant, and these securities are entitled to registration rights under a referenced registration rights agreement. Other filings identify the company’s registered securities, including units (POLEU), Class A ordinary shares (POLE), and redeemable warrants (POLEW), and confirm their listing on The Nasdaq Stock Market LLC.
Stock Titan’s SEC filings page surfaces these documents with AI-powered summaries that highlight key terms, such as warrant exercise prices, trust account treatment, conversion features, and the nature of any direct financial obligations. This helps readers quickly understand how Andretti Acquisition Corp. II structures its capital and what conditions apply as it seeks to complete an initial business combination.
Andretti Acquisition Corp. II (POLE) reports that it has entered into additional non-redemption agreements in connection with its planned extension of the deadline to complete a business combination from September 9, 2026 to September 9, 2027. Existing agreements with Investors cover up to 5,800,000 Public Shares in exchange for Pubco issuing up to 1,450,000 shares if a business combination closes on or before June 9, 2027, and up to 483,334 additional Pubco shares if it closes after that date. On September 3, 2026, new non-redemption agreements were signed covering up to 448,959 additional Non-Redeemed Shares, for which Pubco may issue up to 112,240 Pubco Shares if the business combination closes on or before June 9, 2027 and up to 37,413 additional Pubco Shares if it closes after that date. These agreements are expected to increase funds remaining in the trust account after the special meeting but are not expected to increase the likelihood that shareholders approve the extension.
Andretti Acquisition Corp. II (POLE) describes new and prior non-redemption agreements tied to an upcoming shareholder vote on extending the deadline to complete an initial business combination from September 9, 2026 to September 9, 2027 (or an earlier date set by the board).
Earlier agreements with investors cover up to 3,600,000 Public Shares that will not be redeemed in exchange for up to 900,000 Pubco Shares if a business combination closes on or before June 9, 2027, and up to an additional 300,000 Pubco Shares if it closes after that date. New agreements add up to 2,200,000 additional non-redeemed shares in exchange for up to 550,000 Pubco Shares if completed on or before June 9, 2027 and up to an additional 183,334 Pubco Shares if completed after that date. The company states these agreements are not expected to increase the likelihood that the extension is approved, but are expected to increase funds remaining in the trust account if the special meeting occurs as planned. The agreements terminate upon several events, including failure to approve the extension or liquidation.
Andretti Acquisition Corp. II (POLE) reported entering into additional non-redemption agreements tied to its proposed extension of the deadline to complete an initial business combination from September 9, 2026 to September 9, 2027 (or an earlier date set by its board). These agreements are with unaffiliated investors in its Class A public shares.
Under earlier non-redemption agreements, investors agreed not to redeem up to 1,000,000 Public Shares in exchange for up to 250,000 Pubco Shares if a business combination closes on or before June 9, 2027, and up to an additional 83,333 Pubco Shares if it closes after that date. The new agreements cover up to 2,600,000 additional Non-Redeemed Shares in exchange for up to 650,000 Pubco Shares (on or before June 9, 2027) and 216,667 additional Pubco Shares (after June 9, 2027). The company states these arrangements are expected to increase funds remaining in its trust account after the shareholder meeting, though they are not expected to affect the likelihood of approval of the extension, and they terminate upon specified events such as failure to approve the extension or company liquidation.
Andretti Acquisition Corp. II (POLE) disclosed that it entered into non-redemption agreements with several unaffiliated holders of its Class A ordinary shares. In return for these investors agreeing not to redeem up to 1,000,000 Public Shares at the upcoming special meeting, the future post-combination entity (“Pubco”) will issue up to 250,000 Pubco Shares if an initial business combination is completed on or before June 9, 2027, or up to 83,333 Pubco Shares if it is completed after that date.
The special meeting, originally convened on August 28, 2026, was adjourned without conducting business to September 8, 2026 at 10:00 a.m. Eastern Time. Shareholders will vote on extending the SPAC’s deadline to complete a business combination from September 9, 2026 to September 9, 2027, ratifying the auditor for 2026, and a possible further adjournment. The deadline for public shareholders to submit shares for redemption in connection with the extension has been moved to 5:00 p.m. Eastern Time on September 3, 2026.
In connection with the extension and these agreements, the sponsor intends to convert 5,749,999 Class B ordinary shares into the same number of Class A ordinary shares if shareholders approve the extension proposal. The converted Class A shares will carry the same transfer and voting restrictions and waiver of redemption rights that applied to the Class B shares before conversion.
Andretti Acquisition Corp. II, a SPAC, reported total assets of $248.9 million as of June 30, 2026, almost entirely the $248.6 million held in its Trust Account. Cash outside the trust was $225,380, resulting in a working capital surplus of $286,599.
For the six months ended June 30, 2026, the company generated net income of $3.9 million, driven by $4.3 million of interest on trust investments and $0.5 million of general and administrative costs. Each of the 23,000,000 public Class A shares had a redemption value of $10.81.
Liabilities totaled $11.0 million, including $9.8 million of deferred underwriting fees and $1.24 million outstanding under related‑party promissory notes, up to $1.5 million of which may convert into units at $10. Management discloses substantial doubt about continuing as a going concern given the September 9, 2026 business combination deadline and has filed to seek a one‑year extension.
Andretti Acquisition Corp. II is asking shareholders to approve an extension of the deadline to complete its initial business combination from September 9, 2026 to September 9, 2027, amend its charter accordingly, ratify WithumSmith+Brown, PC as auditor for 2026, and permit a meeting adjournment if needed.
Holders of the 23,000,000 publicly held Class A ordinary shares may redeem some or all shares in connection with the extension for cash equal to their pro rata share of the funds in the trust account. As of July 28, 2026, this equaled approximately $10.83 per share, based on about $249.2 million in the trust.
If the extension is not approved and no business combination closes by September 9, 2026, Andretti plans to redeem all public shares and liquidate, leaving warrants worthless. The company also highlights risks of high redemptions, the need for additional financing to complete a deal, and potential Nasdaq trading suspension and delisting if no business combination is completed within 36 months of its IPO registration statement effectiveness.
Andretti Acquisition Corp. II is calling a special shareholder meeting on August 28, 2026 to vote on three proposals. The main item is an Extension Amendment to push the deadline to complete its initial business combination from September 9, 2026 to September 9, 2027 (or an earlier date set by the board). Holders of Class A Public Shares may redeem all or part of their shares for cash equal to their pro rata portion of the funds in the SPAC’s trust account, regardless of how they vote.
If the extension is not approved and no business combination is completed by September 9, 2026, the company will cease operations except for winding up, redeem 100% of Public Shares for the cash held in the trust (less taxes and up to $100,000 for dissolution expenses), and then liquidate, while warrants expire worthless. Shareholders will also vote on ratifying WithumSmith+Brown, PC as auditor for 2026 and on a potential adjournment of the meeting if more time is needed to secure votes for the extension.
Barclays PLC reported beneficial ownership of 1,663,200 shares of Andretti Acquisition Corp -A common stock, representing 7.00% of the class as disclosed on 03/31/2026 and amended in this Schedule 13G/A signed 05/14/2026. The filing lists sole voting and dispositive power over these shares and identifies Barclays Bank PLC and Barclays Capital Inc. as related subsidiaries.
Andretti Acquisition Corp. II filed its quarterly report for the period ended March 31, 2026, showing it remains a pre‑revenue SPAC earning interest on IPO proceeds while searching for a merger target.
The company reported net income of $1.84 million for the quarter, driven by $2.15 million of interest on marketable securities held in its Trust Account, partially offset by $0.31 million of general and administrative costs. Cash outside the Trust Account was $150,516, and working capital showed a modest surplus.
The Trust Account held $246.41 million, or $10.71 per public share, all classified as Class A ordinary shares subject to possible redemption. A previously signed business combination agreement with StoreDot Ltd. was mutually terminated in February 2026, leaving the company again seeking a target.
Management discloses that limited liquidity outside the Trust Account and a mandatory liquidation deadline of September 9, 2026 raise substantial doubt about the company’s ability to continue as a going concern if no business combination is completed.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed an amendment to a Schedule 13G disclosing shared voting and dispositive power over certain Class A ordinary shares of Andretti Acquisition Corp II.
The filing lists 1,143,349 Class A ordinary shares with shared voting and dispositive power and shows a 4.8% ownership percentage on the cover page tied to 03/31/2026. The filing includes a joint filing agreement and exhibits identifying Goldman Sachs & Co. LLC as the subsidiary through which the parent holding company may be deemed to beneficially own the shares. Signature dates on the amendment are 04/23/2026.