Andretti Acquisition Corp. II Extends Deadline and Secures Non-Redemption Agreements

Andretti Acquisition Corp. II filed a Current Report on Form 8-K with the Securities and Exchange Commission on September 3, 2026, detailing a series of agreements related to its special meeting and an extension of its deadline to complete a business combination.

The registrant announced that on August 28, 2026, it adjourned its extraordinary general meeting without conducting business. This action was taken to extend the date by which the company must consummate a business combination from September 9, 2026, to September 9, 2027, or an earlier date determined by the Board of Directors. This extension is intended to provide additional time for redemptions and reversals of redemptions.

In connection with the special meeting, the company and Andretti Sponsor II LLC entered into non-redemption agreements with unaffiliated third-party holders of the company’s Class A ordinary shares. These agreements, executed on August 28, 31, and September 1 and 2, 2026, stipulate that the surviving entity of a future business combination will issue ordinary shares to the investors in exchange for their agreement not to redeem their shares. The number of shares issued depends on the completion date of the business combination: investors receive up to 1,450,000 shares if the combination occurs on or before June 9, 2027, and an additional 483,334 shares if it occurs after that date.

On September 3, 2026, the company and the Sponsor entered into additional non-redemption agreements with new investors. Under these agreements, the company agreed to issue up to 112,240 shares if the business combination is completed on or before June 9, 2027, and an additional 37,413 shares if it is completed after that date. The terms of these agreements are substantially identical to the previous ones.

The non-redemption agreements are not expected to increase the likelihood of shareholder approval for the extension but are anticipated to increase the funds remaining in the company’s trust account following the special meeting. The agreements terminate upon the failure of shareholders to approve the extension, the company’s determination not to proceed with the extension, the liquidation or dissolution of the company, or the redemption of the non-redeemed shares.