STOCK TITAN
  1. Home
  2. Sec-filings
  3. POLE
  4. [8-K] Andretti Acquisition Corp. II Reports Material Event

Andretti Acquisition II adds pacts on 449K SPAC shares

Andretti Acquisition Corp. II adds new non-redemption agreements to support trust funds as it seeks shareholder approval to extend its SPAC combination deadline to 2027.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Non-redemption arrangements could keep up to 5,800,000 Public Shares and an additional 448,959 Non-Redeemed Shares from being redeemed, which is expected to increase the amount of cash remaining in the SPAC trust account at the special meeting.

Negative

  • To secure these non-redemptions, Pubco may issue up to 1,450,000 Pubco Shares (plus 483,334 additional shares in certain timing cases) and up to 112,240 (plus 37,413) more, which would dilute Pubco shareholders upon completion of the initial business combination.

Filing Explained

The extension has not yet been approved: the Special Meeting was adjourned without conducting business to September 8, 2026, and the non-redemption agreements terminate if shareholders do not approve the extension.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Existing Non-Redeemed Public Shares 5,800,000 shares Maximum Public Shares subject to Prior Non-Redemption Agreements
Existing Pubco Shares Incentive (on or before June 9, 2027) 1,450,000 shares Maximum Pubco Shares issuable if business combination closes on or before June 9, 2027
Additional Existing Pubco Shares Incentive (after June 9, 2027) 483,334 shares Additional Pubco Shares issuable if business combination closes after June 9, 2027
New Non-Redeemed Shares 448,959 shares Maximum Non-Redeemed Shares subject to New Non-Redemption Agreements
New Pubco Shares Incentive (on or before June 9, 2027) 112,240 shares Maximum Pubco Shares issuable under New Non-Redemption Agreements if business combination closes on or before June 9, 2027
Additional New Pubco Shares Incentive (after June 9, 2027) 37,413 shares Additional Pubco Shares issuable under New Non-Redemption Agreements if business combination closes after June 9, 2027
Extension Deadline September 9, 2027 Proposed new deadline to complete an initial business combination
Non-Redemption Agreements financial
"the Company and the Sponsor entered into additional non-redemption agreements with new Investors"
A non-redemption agreement is a contract in which a security holder agrees not to demand repayment, cashing out, or forced buyback of their shares or debt for a set period. Think of it like agreeing to leave money in a shared pot rather than asking for your portion back immediately; it preserves company cash flow and reduces near-term liabilities. Investors care because it affects a company’s short-term liquidity, the timing of potential payouts, and the predictability of future ownership or debt levels.
initial business combination financial
"in connection with the consummation of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
trust account financial
"increase the amount of funds that remain in the Company’s trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Pubco Shares financial
"to issue, in connection with the consummation of an initial business combination, to such Investors up to"
extraordinary general meeting in lieu of an annual meeting regulatory
"its extraordinary general meeting in lieu of an annual meeting (the “Special Meeting”)"

FAQ

What did Andretti Acquisition Corp. II (POLE) announce in this 8-K?
Andretti Acquisition Corp. II disclosed additional non-redemption agreements with Investors tied to its special meeting to extend the SPAC’s business combination deadline, exchanging future Pubco shares for agreements not to redeem certain Public Shares.

How many POLE Public Shares are subject to the existing non-redemption agreements?
Existing non-redemption agreements cover up to 5,800,000 Public Shares. In exchange, Pubco may issue up to 1,450,000 Pubco Shares if a business combination closes by June 9, 2027 and up to 483,334 additional Pubco Shares if it closes after that date.

What is the size of the new non-redemption agreements disclosed by POLE?
The new non-redemption agreements cover up to 448,959 Non-Redeemed Shares. Pubco may issue up to 112,240 Pubco Shares if the business combination is completed on or before June 9, 2027 and up to 37,413 additional Pubco Shares if completed after that date.

Does Andretti Acquisition Corp. II expect these agreements to affect approval of the extension?
The company states the Non-Redemption Agreements are not expected to increase the likelihood that shareholders approve the extension, but they are expected to increase the amount of funds remaining in the trust account after the special meeting.

To what date is Andretti Acquisition Corp. II seeking to extend its business combination deadline?
The company is seeking shareholder approval to extend the date by which it must complete an initial business combination from September 9, 2026 to September 9, 2027, or an earlier date determined by its Board of Directors.

When do the non-redemption agreements for POLE terminate?
The Non-Redemption Agreements terminate upon events such as failure to approve the extension, a decision not to proceed, fulfillment of obligations, liquidation or dissolution, mutual written agreement of the parties, or if an Investor redeems applicable Non-Redeemed Shares at the special meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0002025341 0002025341 2026-09-03 2026-09-03 0002025341 POLE:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-09-03 2026-09-03 0002025341 POLE:ClassOrdinarySharesParValue0.0001PerShareMember 2026-09-03 2026-09-03 0002025341 POLE:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-09-03 2026-09-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 3, 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, August 31, 2026, September 1, 2026 and September 2, 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 1,450,000 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 483,334 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 5,800,000 Public Shares (the “Non-Redeemed Shares”).

 

On September 3, 2026, the Company and the Sponsor entered into additional non-redemption agreements with new 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 112,240 Pubco Shares if the initial business combination is completed on or prior to June 9, 2027 and (ii) an aggregate of 37,413 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 448,959 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.

 

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.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

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.

 

2

 

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: September 3, 2026

 

  ANDRETTI ACQUISITION CORP. II
   
  By: /s/ William M. Brown
  Name:  William M. Brown
  Title: Chief Executive Officer

 

3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents