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Andretti Acquisition Corp. II (POLE) reported that on September 8, 2026, 5,749,999 Class B ordinary shares held by Andretti Sponsor II LLC were converted on a one-for-one basis into 5,749,999 Class A ordinary shares for no additional consideration. After the conversion, the Sponsor holds 5,749,999 Class A ordinary shares and 1 Class B ordinary share. Mario Andretti, Michael M. Andretti, William J. Sandbrook and William M. Brown are managing members of the Sponsor, may be deemed to share beneficial ownership of these securities, and each disclaims beneficial ownership except to the extent of their pecuniary interest. No Rule 10b5-1 trading plan is reported.
Andretti Acquisition Corp. II (POLE) obtained shareholder approval on September 8, 2026 to amend its charter and extend the deadline to complete a Business Combination from September 9, 2026 to September 9, 2027, or an earlier date set by the board.
To support this extension and discourage redemptions, the company and its sponsor entered into a series of Non-Redemption Agreements, including a new agreement covering up to 650,000 Public Shares in exchange for up to 162,500 Pubco Shares (plus 54,167 additional shares if the deal closes after June 9, 2027). Previously disclosed agreements cover up to 6,348,959 Public Shares for up to 1,587,240 Pubco Shares (plus 529,080 additional shares if completed after June 9, 2027).
At the meeting, holders of 15,776,190 Public Shares redeemed at approximately $10.88 per share, for about $171.69 million, leaving 7,223,810 Public Shares outstanding. After shareholder approval, the sponsor converted 5,749,999 Class B shares into Class A, resulting in 13,733,809 Class A shares and one Class B share outstanding.
Andretti Acquisition Corp. II (POLE) reports that it has entered into additional non-redemption agreements to support an extension of the deadline to complete a business combination from September 9, 2026 to September 9, 2027. These agreements are tied to the extraordinary general meeting adjourned to September 8, 2026.
Previously, Andretti Acquisition Corp. II and its sponsor agreed with investors that, in connection with a future initial business combination, Pubco may issue up to 1,562,240 Pubco Shares if the combination is completed on or before June 9, 2027, plus up to 520,747 additional Pubco Shares if completed after that date, in exchange for investors not redeeming up to 6,248,959 Public Shares.
On September 4, 2026 they entered into new non-redemption agreements covering up to 300,000 additional Non-Redeemed Shares, with Pubco potentially issuing up to 75,000 Pubco Shares if the business combination closes on or before June 9, 2027, and up to 25,000 additional Pubco Shares if it closes after. The company states these arrangements are expected to increase funds remaining in its trust account after the meeting, but are not expected to increase the likelihood that shareholders approve the extension.
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.
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.