Business Context and Reporting Period
This Form 8-K filing by Andretti Acquisition Corp. II (a Cayman Islands exempted company) is dated September 3, 2026. The company is a Special Purpose Acquisition Company (SPAC) trading on The Nasdaq Stock Market under the symbols POLEU, POLE, and POLEW. The filing reports on the entry into additional material definitive agreements regarding the extension of the deadline to consummate an initial business combination.
Key Financial Metrics and Agreements
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or debt levels, as the company is in a pre-business combination phase. The primary financial activity disclosed involves Non-Redemption Agreements designed to preserve capital in the company's trust account.
- Extension Goal: Extend the business combination deadline from September 9, 2026, to September 9, 2027.
- New Agreements (Sept 3, 2026): Entered into agreements with new investors covering up to 448,959 Public Shares.
- Consideration for New Investors:
- 112,240 Pubco Shares if the combination closes on or before June 9, 2027.
- 37,413 additional Pubco Shares (total 149,653) if the combination closes after June 9, 2027.
- Prior Agreements (Aug 28 - Sept 2, 2026): Covered up to 5,800,000 Public Shares with consideration of 1,450,000 Pubco Shares (or 1,933,334 total if post-June 2027).
Material Changes and Events
The material change reported is the expansion of non-redemption commitments following an adjourned Special Meeting on August 28, 2026. The company previously adjourned the meeting to extend the redemption period. The new agreements signed on September 3, 2026, are substantially identical to prior agreements but involve new investors and a smaller aggregate share count (448,959 shares vs. 5,800,000 shares in prior agreements).
Outlook, Risks, and Contingencies
Management Commentary: The company states these agreements are not expected to increase the likelihood of shareholder approval for the extension but are expected to increase the funds remaining in the trust account post-meeting. The company may enter into additional similar agreements.
Termination Conditions: The agreements will terminate if shareholders fail to approve the extension, the company decides not to proceed, obligations are fulfilled, the company liquidates, parties mutually agree, or if investors exercise redemption rights.
Risks and Uncertainties:
- Failure of shareholders to approve the extension.
- Uncertainty regarding the amount of redemptions by public shareholders.
- Risk that the company cannot consummate an initial business combination.
- Forward-looking statements regarding future performance and trust account balances are subject to significant risks and are not guarantees.
Investor Verification Checklist
- Verify the final outcome of the Special Meeting regarding the approval of the extension to September 9, 2027.
- Confirm the total number of shares redeemed versus the number of shares covered by Non-Redemption Agreements to assess the final trust account balance.
- Review the dilution impact of the Pubco Shares issued to investors (up to 1,933,334 from prior agreements and up to 149,653 from new agreements) upon a future business combination.
- Monitor for any additional Non-Redemption Agreements the company may announce prior to the Special Meeting conclusion.