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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): August
31, 2026
ANDRETTI ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42268 |
|
98-1792547 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 100 Kimball Place, Suite 550, Alpharetta, GA |
|
30009 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (770) 299-2201
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
POLEU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A ordinary shares, par value $0.0001 per share |
|
POLE |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
POLEW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
As
previously disclosed, on August 28, 2026, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the
“Company”), convened and then determined to adjourn, without conducting any business, its extraordinary general
meeting in lieu of an annual meeting (the “Special Meeting”) to extend the date by which the Company must
consummate a business combination from September 9, 2026 to September 9, 2027 (or such earlier date as may be determined by the
Board of Directors of the Company) (such extension, the “Extension”) from August 28, 2026 to September 8, 2026 at
10:00 a.m. Eastern Time, in order to extend the period of time for redemptions and reversal of redemptions. In connection with the
Special Meeting, on August 28, 2026, the Company and Andretti Sponsor II LLC (the “Sponsor”) entered into
non-redemption agreements (the “Prior Non-Redemption Agreements”) with several unaffiliated third-party holders
(the “Investors”) of the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Class A Ordinary Shares”), issued in the Company’s initial public offering (the “Public
Shares”), pursuant to which the Company and the Sponsor agreed to cause the surviving entity of any future Company initial
business combination (“Pubco”) to issue, in connection with the consummation of an initial business combination,
to such Investors up to (i) an aggregate of 250,000 ordinary or common shares of Pubco (“Pubco Shares”) if the
initial business combination is completed on or prior to June 9, 2027 and (ii) an aggregate of 83,333 additional Pubco Shares if the
initial business combination is completed after June 9, 2027, in exchange for their agreement to not redeem up to an aggregate of
1,000,000 Public Shares (the “Non-Redeemed Shares”).
On
August 31, 2026, the Company and the Sponsor entered into non-redemption agreements with additional Investors (the “New
Non-Redemption Agreements” and, together with the Prior Non-Redemption Agreements, the “Non-Redemption
Agreements”), pursuant to which the Company and the Sponsor agreed to cause Pubco to issue, in connection with the
consummation of an initial business combination, such Investors up to (i) an aggregate of 650,000 Pubco Shares if the initial
business combination is completed on or prior to June 9, 2027 and (ii) an aggregate of 216,667 additional Pubco Shares if the
initial business combination is completed after June 9, 2027, in exchange for its agreement to not redeem up to an aggregate of
2,600,000 Non-Redeemed Shares. The terms and conditions of the New Non-Redemption Agreement are substantially identical in all
material respects to the Prior Non-Redemption Agreements, except for the specific performance and equitable relief provision.
The Non-Redemption Agreements
are not expected to increase the likelihood that the Extension is approved by the Company’s shareholders, but are expected to increase
the amount of funds that remain in the Company’s trust account established in connection with Company’s initial public offering
following the Special Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection
with the Special Meeting.
The Non-Redemption Agreements
shall terminate on the earlier of (i) the failure of the Company’s shareholders to approve the Extension at the Special Meeting,
(ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties to the Non-Redemption
Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable
Investor exercises its redemption rights with respect to any Non-Redeemed Shares in connection with the Special Meeting and such Non-Redeemed
Shares are actually redeemed.
The foregoing summary of the
New Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of New Non-Redemption
Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Non-Redemption Agreement, dated August 31, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by the use of words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“seek,” “predict,” “potential,” “target,” “outlook” or the negatives of these
terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the Company’s,
the Sponsor’s and the Investors’ expectations with respect to future performance, anticipated financial impacts, the negotiation,
execution and terms of the Non-Redemption Agreements, and the likelihood, timing or effects of the Extension, any initial business combination,
or the amount of funds that may remain in the Company’s trust account. These statements are based on various assumptions, whether
or not identified in this Current Report, and on the current expectations of the Company’s management and are not predictions of
actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond
the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including, among others:
the risk that the Non-Redemption Agreements described herein are not entered into on the terms described, or at all; the risk that the
Extension is not approved; the amount of redemptions by the Company’s public shareholders; the ability of the Company to consummate
an initial business combination; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange
Commission (the “SEC”), including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its other
filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does
not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of
future events and views as of the date of this Current Report. The Company anticipates that subsequent events and developments will cause
the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point
in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements
should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 31, 2026
| |
ANDRETTI ACQUISITION CORP. II |
| |
|
| |
By: |
/s/ William M. Brown |
| |
Name: |
William M. Brown |
| |
Title: |
Chief Executive Officer |
