Business Context and Reporting Period
Company: Andretti Acquisition Corp. II (Cayman Islands exempted company)
Filing Type: Form 8-K (Current Report)
Date of Report: September 4, 2026
Reporting Period: Events occurring between August 28, 2026, and September 4, 2026.
Context: The Company is a Special Purpose Acquisition Company (SPAC) trading on Nasdaq (Symbols: POLEU, POLE, POLEW). The filing addresses efforts to extend the deadline for consummating an initial business combination from September 9, 2026, to September 9, 2027.
Key Financial Metrics and Liquidity
Revenue, Profit, and Margins: The filing text does not provide revenue, profit, or margin data as this is a current report regarding a specific corporate event, not a periodic financial statement.
Debt and Liquidity: The filing does not disclose specific debt levels or current cash balances. However, it notes that the Non-Redemption Agreements are expected to increase the amount of funds remaining in the Company's trust account following the Special Meeting.
Share Structure:
- Units (POLEU): One Class A ordinary share and one-half of one redeemable warrant.
- Class A Ordinary Shares (POLE): Par value $0.0001.
- Redeemable Warrants (POLEW): Exercise price of $11.50 per share.
Material Changes and Agreements
Extension of Business Combination Deadline: The Company convened a Special Meeting on August 28, 2026, to vote on extending the deadline to consummate a business combination from September 9, 2026, to September 9, 2027. The meeting was adjourned without conducting business to extend the redemption period.
Non-Redemption Agreements:
- Prior Agreements (Aug 28 - Sep 3, 2026): Entered into with several unaffiliated third-party investors covering up to 6,248,959 Public Shares. In exchange for not redeeming, investors are entitled to up to 1,562,240 Pubco Shares if the combination closes by June 9, 2027, or an additional 520,747 Pubco Shares if closed after that date.
- New Agreements (Sep 4, 2026): Entered into with new investors covering up to 300,000 Non-Redeemed Shares. In exchange, investors receive up to 75,000 Pubco Shares if the combination closes by June 9, 2027, or an additional 25,000 Pubco Shares if closed after that date.
Outlook, Risks, and Contingencies
Management Commentary: The Non-Redemption Agreements are not expected to increase the likelihood of shareholder approval for the Extension but are intended to preserve capital in the trust account.
Termination Conditions: The agreements will terminate if:
- Shareholders fail to approve the Extension.
- The Company decides not to proceed with the Extension.
- The Company liquidates or dissolves.
- Investors exercise redemption rights and shares are actually redeemed.
- Failure to secure shareholder approval for the Extension.
- High volume of redemptions by public shareholders not covered by agreements.
- Inability to consummate an initial business combination within the extended timeframe.
- Forward-looking statements regarding future performance and trust account balances are subject to significant uncertainty.
Investor Verification Checklist
- Verify the outcome of the Special Meeting regarding the approval of the Extension to September 9, 2027.
- Confirm the total number of shares covered by Non-Redemption Agreements versus total public shares outstanding to assess redemption risk.
- Review the specific terms of the "Pubco Shares" issuance to understand potential dilution in a future business combination.
- Monitor the Company's trust account balance to ensure sufficient funds remain post-redemption to complete a transaction.
- Check for any subsequent filings regarding the adjourned Special Meeting or changes to the redemption deadline.