Business Context and Reporting Period
This Form 8-K reports on events occurring on September 8, 2026, for Andretti Acquisition Corp. II, a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC). The filing details the results of an extraordinary general meeting of shareholders held to approve an extension of the company's deadline to complete an initial business combination.
Key Financial Metrics and Capital Structure
- Redemption Activity: Holders of 15,776,190 Public Shares exercised redemption rights at approximately $10.88 per share, resulting in an aggregate cash outflow of approximately $171.69 million.
- Post-Redemption Capitalization: Following redemptions, 7,223,810 Public Shares remain outstanding.
- Share Conversion: The Sponsor converted 5,749,999 Class B Ordinary Shares into Class A Ordinary Shares.
- Total Outstanding Shares: Post-conversion and redemption, the company has 13,733,809 Class A Ordinary Shares and one Class B Ordinary Share outstanding.
- Debt and Liquidity: The filing text does not provide specific values for total debt, cash balances, or liquidity metrics beyond the redemption payout.
Material Changes Versus Prior Period
- Extension of Combination Period: The deadline to consummate a business combination was extended from September 9, 2026, to September 9, 2027.
- Non-Redemption Agreements: The Company and Sponsor entered into a new non-redemption agreement with an investor to secure 650,000 shares. This adds to prior agreements covering 6,348,959 shares. In exchange, the investor will receive up to 162,500 Pubco Shares (or 54,167 additional shares if the deal closes after June 9, 2027).
- Shareholder Vote: The Extension Amendment Proposal was approved with 23,241,840 votes for and 2,775,781 against. The Auditor Ratification Proposal was approved with 25,481,863 votes for and 1,986,913 against.
Outlook, Risks, and Management Commentary
- Outlook: The company now has until September 9, 2027, to complete a merger, share exchange, asset acquisition, or similar business combination.
- Contingencies: The Non-Redemption Agreements will terminate if shareholders fail to approve the extension, the company decides not to proceed, the company liquidates, or if the investor exercises redemption rights.
- Risks: The filing notes that the agreements are contingent on the consummation of an initial business combination. The company remains an emerging growth company.
- Auditor: Shareholders ratified the selection of WithumSmith+Brown, PC as the independent registered public accounting firm for the year ending December 31, 2026.
Investor Verification Checklist
- Verify the exact cash balance remaining in the trust account after the $171.69 million redemption payout.
- Confirm the total number of shares committed under all Non-Redemption Agreements and the dilution impact on existing shareholders.
- Review the specific terms of the Extension Amendment (Exhibit 3.1) for any additional conditions or fees.
- Monitor the progress of the search for a target business combination given the new September 2027 deadline.