Business Context and Reporting Period
This Form 8-K is filed by Andretti Acquisition Corp. II, a Cayman Islands exempted company and emerging growth company, for the reporting period ending September 1, 2026. The filing details the entry into material definitive agreements regarding the extension of the company's deadline to consummate an initial business combination.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. As a Special Purpose Acquisition Company (SPAC) in the pre-business combination phase, the primary financial focus is the preservation of funds in the trust account.
- Trust Account Impact: The agreements are expected to increase the amount of funds remaining in the trust account by reducing redemptions.
- Securities Registered: Units (POLEU), Class A ordinary shares (POLE), and Redeemable warrants (POLEW) trade on The Nasdaq Stock Market LLC.
- Warrant Exercise Price: $11.50 per share.
Material Changes and Agreements
The company entered into additional Non-Redemption Agreements on September 1 and September 2, 2026, with new investors to secure capital for a potential business combination extension.
- Extension Goal: To extend the deadline for consummating a business combination from September 9, 2026, to September 9, 2027.
- Shareholder Consideration: In exchange for agreeing not to redeem up to 2,200,000 Public Shares, investors will receive up to:
- 550,000 Pubco Shares if the combination is completed on or prior to June 9, 2027.
- 183,334 additional Pubco Shares if the combination is completed after June 9, 2027.
- Prior Agreements: These new agreements are in addition to prior agreements covering 3,600,000 shares, bringing the total non-redeemed shares under agreement to 5,800,000.
Outlook, Risks, and Contingencies
Management states that these agreements are not expected to increase the likelihood of shareholder approval for the extension but are intended to preserve trust account liquidity.
- Termination Conditions: Agreements terminate if shareholders fail to approve the extension, the company decides not to proceed, obligations are fulfilled, the company liquidates, or if investors exercise redemption rights.
- Key Risks:
- Failure of shareholders to approve the extension.
- Higher than anticipated redemptions by public shareholders.
- Inability to consummate an initial business combination within the extended timeframe.
- Forward-Looking Statements: The filing includes standard disclaimers regarding the uncertainty of future performance and the ability to complete a business combination.
Investor Verification Checklist
- Verify the outcome of the Special Meeting regarding the approval of the extension to September 9, 2027.
- Monitor the actual redemption rate to determine the final cash balance in the trust account.
- Confirm whether the company identifies a target business combination before the new deadline.
- Review the full text of the Non-Redemption Agreement (Exhibit 10.1) for specific conditions on share issuance.