Andretti Acquisition Corp. II, a special purpose acquisition company (SPAC), has filed an 8-K report detailing shareholder approval to extend its deadline for completing a business combination and the conversion of sponsor shares.
Under the terms of the extension approved by shareholders on September 8, 2026, the Combination Period has been extended from September 9, 2026, to September 9, 2027, or an earlier date determined by the board of directors. The extension required an affirmative vote of at least two-thirds of the votes cast by holders of Class A and Class B ordinary shares. The proposal passed with 23,241,840 votes in favor and 2,775,781 votes against.
Shareholders also voted to ratify WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026. Following the meeting, 15,776,190 Class A ordinary shares were redeemed at a price of approximately $10.88 per share, resulting in aggregate redemptions of approximately $171.69 million.
In other corporate actions, the company's sponsor, Andretti Sponsor II LLC, converted 5,749,999 Class B ordinary shares into an equal number of Class A ordinary shares. These shares are subject to the same transfer restrictions and voting obligations as the Class B shares prior to the conversion. Following these transactions, the company reports 13,733,809 Class A ordinary shares and one Class B ordinary share issued and outstanding.
Additionally, the company entered into a new non-redemption agreement with an unaffiliated Investor. Under this agreement, the Investor agreed not to redeem up to 650,000 Class A ordinary shares in exchange for the right to receive up to 162,500 Pubco shares if the business combination occurs on or before June 9, 2027, or up to 54,167 additional Pubco shares if completed after that date.
