Andretti II

Investors tracking redemption deadlines should note that these agreements are designed to increase the funds remaining in the trust account by preventing redemptions, thereby supporting the viability of the proposed extension vote and the potential for a future business combination.

Investors must note the revised redemption deadline of September 3, 2026, and the adjourned meeting date of September 8, 2026, as these are the critical dates for exercising redemption rights or withdrawing requests before the extension vote occurs.

The SPAC's original deal is dead and it faces a mandatory liquidation deadline of September 9, 2026 without the proposed extension vote. The increased insider loan capacity ($3,135,000 still available) signals sponsor effort to fund operations through the extension period, but going concern doubt is explicitly raised.

Definitive proxy triggering a binding shareholder vote (typical extension/combination-related EGM). Material because a vote is scheduled; specific proposals not shown in the captured cover.

With 23,000,000 public shares outstanding and no disclosed trust top-up or contribution from the sponsor, redemption risk is elevated as shareholders have no incentive to remain. The 2/3 supermajority vote requirement and the sponsor's ~21% insider ownership mean significant public shareholder support is needed to pass the extension.

The near-tripling of sponsor working-capital loans shows rising costs as the SPAC hunts for a deal, and the $1.5M conversion feature at $10.00 per unit adds potential dilution. Because non-converted principal is repayable only from funds outside the trust, the trust redemption value is protected.

The repeated monthly extension loans signal the SPAC is late in its search and burning runway without an announced deal, raising deadline/liquidation risk even as extension deposits support the per-share redemption value.

The scrapped StoreDot deal is a material negative that resets Andretti II to searching for a new target against its deadline, raising liquidation/redemption risk; the surviving trust-waiver protects the SPAC's trust for public shareholders.

Terminating the StoreDot combination is a material setback that leaves Andretti II without a deal and facing deadline/liquidation risk, though the surviving trust-waiver preserves public shareholders' trust redemption rights.

Reducing and partly equitizing the deferred fee preserves cash for the StoreDot deal and ties payout to a $70M closing-cash threshold, a signal of expected redemption pressure. The potential $6.0M share issuance to BTIG adds dilution if closing cash falls short.

The 8-K formally announces Andretti II's target, ending deal-search/deadline uncertainty, but with no disclosed trust per-share value, valuation or financing size the redemption floor, dilution and capital-need risk for a development-stage battery target remain to be quantified.

Provides a definitive target for Andretti II, but the filing states no trust value, deal valuation or financing amounts, and the target is a pre-revenue-stage battery R&D company whose economics depend on the disclosed-but-unsized bridge/transaction financing, signaling potential dilution and capital-need risk.

The insider loans fund ongoing operations but the $10.00 conversion feature creates potential additional dilution for public shareholders at a business combination; repayment being limited to non-trust cash protects the redemption floor.

A board departure shortly after the September 2024 IPO; stated as non-disagreement, so limited direct investor impact, though governance turnover early in a SPAC's life is worth noting.

Establishes a $10.05-per-share redemption floor for a sizable $231M trust with no target yet named; the $9.775M deferred underwriting fee and 5,750,000 founder shares define the dilution/overhang public investors carry into any future deal.

This restated charter reflects standard IPO-stage SPAC governance (dual-class shares, over-allotment, 80% trust test) for a newly formed Andretti-branded vehicle; no target, trust dollar amount, or deadline is stated in the text provided.

What changed: Andretti Acquisition Corp. II filed a Form 8-K and Definitive Additional Materials on September 3, 2026, disclosing new non-redemption agreements executed on September 1 and 2, 2026, with additional investors to support an extension of the business combination deadline from September 9, 2026, to September 9, 2027. These agreements commit investors not to redeem up to 2,200,000 Public Shares in exchange for up to 550,000 initial Promised Securities (plus 183,334 additional shares if the deal closes after June 9, 2027), while prior agreements cover up to 3,600,000 shares for up to 900,000 initial shares. Why it matters: This filing details the specific capital preservation mechanisms and share-based incentives used by the sponsor to mitigate redemptions during the critical extension vote period, directly impacting the trust value per share and the likelihood of maintaining sufficient funds for a future business combination.

What changed: Andretti Acquisition Corp. II filed an 8-K on September 1, 2026, disclosing non-redemption agreements entered into on August 28 and August 31, 2026, with unaffiliated third-party investors to retain up to 3,600,000 Public Shares in exchange for up to 966,667 or 1,083,334 Pubco Shares depending on the business combination completion date relative to June 9, 2027. Why it matters: These agreements aim to increase the funds remaining in the trust account following the Special Meeting adjourned on August 28, 2026, which sought to extend the business combination deadline from September 9, 2026, to September 9, 2027.

What changed: Andretti Acquisition Corp. II filed a Form 8-K and DEFA14A on August 31, 2026, reporting that it entered into new non-redemption agreements with additional investors to not redeem up to 2,600,000 Public Shares in exchange for up to 650,000 Pubco Shares (plus 216,667 additional shares if the business combination closes after June 9, 2027). The filing also confirms the adjournment of the Special Meeting from August 28, 2026, to extend the business combination deadline from September 9, 2026, to September 9, 2027. Why it matters: Investors tracking redemption deadlines should note that these agreements are designed to increase the funds remaining in the trust account by preventing redemptions, thereby supporting the viability of the proposed extension vote and the potential for a future business combination.

What changed: The filing reports that Andretti Acquisition Corp. II adjourned its Special Meeting from August 28, 2026, to September 8, 2026, to extend the period for redemptions and reversal of redemptions. The deadline for holders to submit shares for redemption in connection with the Extension Amendment Proposal has been extended to 5:00 p.m. Eastern Time on September 3, 2026. Additionally, the Company and Sponsor entered into Non-Redemption Agreements with unaffiliated third-party Investors, under which Pubco will issue up to 250,000 ordinary or common shares (if the business combination is completed on or prior to June 9, 2027) or 83,333 shares (if completed after June 9, 2027) in exchange for the Investors' agreement not to redeem up to an aggregate of 1,000,000 Public Shares. The Sponsor also intends to convert 5,749,999 Class B ordinary shares into Class A Ordinary Shares upon approval of the Extension Amendment Proposal. Why it matters: This filing confirms the SPAC's active attempt to avoid liquidation by extending the business combination deadline to September 9, 2027, and incentivizing shareholders to retain their shares through specific share issuance agreements. The extension of the redemption deadline to September 3, 2026, provides investors a final window to exit before the next vote, while the Non-Redemption Agreements are designed to increase the funds remaining in the trust account, potentially improving the viability of a future deal. The conversion of Founder Shares by the Sponsor signals alignment but also increases the dilution risk for public shareholders if the extension is approved.

What changed: Andretti Acquisition Corp. II filed a Form 8-K and DEFA14A on August 28, 2026, announcing the adjournment of its Special Meeting to September 8, 2026, to extend the redemption deadline to September 3, 2026. The filing details Non-Redemption Agreements where investors agree not to redeem up to 1,000,000 Public Shares in exchange for Promised Securities (up to 250,000 shares if the business combination closes by June 9, 2027), and confirms the Sponsor's intent to convert 5,749,999 Class B ordinary shares into Class A ordinary shares upon approval of the Extension Amendment Proposal. Why it matters: Investors must note the revised redemption deadline of September 3, 2026, and the adjourned meeting date of September 8, 2026, as these are the critical dates for exercising redemption rights or withdrawing requests before the extension vote occurs.

What changed: The StoreDot Business Combination was terminated on February 17, 2026, and on July 30, 2026 the company filed a definitive proxy seeking to extend the Combination Period from September 9, 2026 to September 9, 2027. Trust Account held $248,590,139 ($10.81/share) as of June 30, 2026, and the company raised WCL Promissory Note principal capacity to $4,375,000 across three insiders, of which $1,240,000 has been drawn. Why it matters: The SPAC's original deal is dead and it faces a mandatory liquidation deadline of September 9, 2026 without the proposed extension vote. The increased insider loan capacity ($3,135,000 still available) signals sponsor effort to fund operations through the extension period, but going concern doubt is explicitly raised.

What changed: Andretti Acquisition Corp. II filed a definitive proxy statement (DEF 14A) for a shareholder meeting (extraordinary general meeting). Why it matters: Definitive proxy triggering a binding shareholder vote (typical extension/combination-related EGM). Material because a vote is scheduled; specific proposals not shown in the captured cover.

What changed: Andretti Acquisition Corp. II (POLE) filed a preliminary proxy seeking shareholder approval to extend its business combination deadline from September 9, 2026 to September 9, 2027, with a special meeting scheduled for August 28, 2026 and a redemption deadline of August 26, 2026 at 5:00 p.m. ET. The filing does not indicate any sponsor contribution to the trust account in connection with the extension. Why it matters: With 23,000,000 public shares outstanding and no disclosed trust top-up or contribution from the sponsor, redemption risk is elevated as shareholders have no incentive to remain. The 2/3 supermajority vote requirement and the sponsor's ~21% insider ownership mean significant public shareholder support is needed to pass the extension.

What changed: Andretti Acquisition Corp. II filed its Q1 2026 10-Q (quarter ended March 31, 2026). The Cayman SPAC, whose units (POLEU) consist of one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 (POLEW) and which IPO'd on September 9, 2024, disclosed subsequent-event promissory-note funding involving insiders Michael Andretti, William J. Sandbrook and William M. Brown in April 2026. Why it matters: Reliance on insider promissory notes to fund operations is a common sign a SPAC is extending its runway and burning working capital as its combination deadline approaches, raising sponsor-dependency and dilution considerations.