Redemption rights let shareholders in a blank-check company pull their invested cash out before a merger closes. Andretti Acquisition Corp. II, listed on Nasdaq as POLE, spent the first days of September signing deals with investors to stop them from exercising those rights. The company filed an 8-K on September 3, 2026, disclosing the latest round of those agreements.
What the company is trying to preserve
Andretti Acquisition Corp. II originally had until September 9, 2026, to complete a business combination. It adjourned its shareholder meeting on August 28 without a vote and rescheduled it to September 8, 2026, at 10:00 a.m. Eastern Time. The goal at that meeting is to extend the deadline to September 9, 2027.
In the days around that adjournment, the company and its sponsor, Andretti Sponsor II LLC, began signing non-redemption agreements with third-party investors. Under those agreements, investors commit to leaving their public shares in the trust account rather than cashing out. In return, the company and the sponsor promise to arrange for the surviving combined company, called Pubco in the filing, to issue new shares to those investors once a deal closes.
What was signed and what is still conditional
The first batch of agreements, signed between August 28 and September 2, covers up to 5,800,000 public shares. Investors in that group stand to receive up to 1,450,000 Pubco shares if the merger closes by June 9, 2027, and up to 483,334 additional shares if it closes after that date.
The September 3 agreements added another 448,959 shares to the committed pool. Those investors would receive up to 112,240 Pubco shares if the deal closes by June 9, 2027, and up to 37,413 additional shares if it takes longer.
These agreements are not expected to change the odds that shareholders approve the extension, the company says in the filing. They are expected to increase the cash remaining in the trust account after the vote. That matters because a thinner trust makes a future deal harder to finance.
The agreements end automatically under several conditions: if shareholders reject the extension, if the company decides not to pursue it, if any covered investor redeems shares before the vote, or if the company dissolves. Andretti Acquisition Corp. II and the sponsor may sign additional similar agreements before the September 8 meeting.