Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (Cayman Islands exempted company)
Filing Type: Form 8-K (Current Report)
Date of Report: August 31, 2026
Context: The Company is a Special Purpose Acquisition Company (SPAC) trading on Nasdaq under symbols POLEU, POLE, and POLEW. The filing reports on the entry into material definitive agreements regarding the extension of the deadline to consummate an initial business combination.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The financial impact is described in terms of share commitments and trust account liquidity preservation:
- Share Commitments (Prior Agreements): Up to 250,000 Pubco Shares (if deal closes by June 9, 2027) or 333,333 total Pubco Shares (if after June 9, 2027) in exchange for non-redemption of 1,000,000 Public Shares.
- Share Commitments (New Agreements): Up to 650,000 Pubco Shares (if deal closes by June 9, 2027) or 866,667 total Pubco Shares (if after June 9, 2027) in exchange for non-redemption of 2,600,000 Public Shares.
- Total Non-Redeemed Shares Secured: 3,600,000 Public Shares (1,000,000 prior + 2,600,000 new).
- Liquidity Impact: Agreements are expected to increase the amount of funds remaining in the Company's trust account following the Special Meeting by preventing redemptions.
Material Changes vs. Prior Period
The filing details a material change in the Company's capital structure obligations and timeline:
- Extension of Deadline: The Company adjourned its Special Meeting to extend the deadline for consummating a business combination from September 9, 2026, to September 9, 2027.
- Expansion of Non-Redemption Agreements: On August 31, 2026, the Company and Sponsor entered into new agreements with additional investors, expanding the scope of shares committed to remain in the trust account compared to the agreements signed on August 28, 2026.
- Share Issuance Obligation: The Company has incurred a contingent obligation to issue up to 1,516,667 Pubco Shares (aggregate of prior and new agreements) to investors who agree not to redeem their shares.
Guidance, Outlook, and Risks
Management Commentary:
- The Non-Redemption Agreements are not expected to increase the likelihood of shareholder approval for the Extension but are intended to preserve trust account liquidity.
- The Company may enter into additional similar agreements.
- Termination Events: Agreements terminate if shareholders fail to approve the Extension, the Company decides not to proceed, the Company liquidates, or if investors exercise redemption rights.
- Forward-Looking Uncertainties: Risks include the failure to consummate a business combination, the amount of redemptions by other public shareholders, and the possibility that the Extension is not approved.
- Dilution: Future issuance of Pubco Shares to investors under these agreements will result in dilution to existing shareholders upon a successful business combination.
- The Special Meeting was adjourned without conducting business to extend the redemption period.
Investor Verification Checklist
- Verify the outcome of the Special Meeting regarding shareholder approval of the Extension to September 9, 2027.
- Confirm the total number of Public Shares actually redeemed versus the 3,600,000 shares covered by non-redemption agreements.
- Review the final terms of the "Pubco Shares" issuance to ensure the dilution impact aligns with the 250,000/650,000 base and 83,333/216,667 additional share structures described.
- Monitor the Company's trust account balance post-meeting to confirm the expected increase in retained funds.
- Check for any subsequent filings regarding the failure to consummate a business combination by the new September 9, 2027 deadline.