5,800,000 Public Shares, committed against redemption across two tranches of non-redemption agreements, are the mechanism Andretti Acquisition Corp. II (Nasdaq: POLE) and its sponsor, Andretti Sponsor II LLC, are deploying to preserve trust account funds ahead of a September 8, 2026 shareholder vote. The per-unit economics are identical across both tranches: one projected Pubco share for every four Public Shares withheld from redemption, before any late-close add-on.
Terms across tranches
The earlier agreements, executed August 28 and August 31, 2026, committed 3,600,000 Public Shares in exchange for up to 900,000 ordinary shares of the post-combination entity (Pubco) on an early close, plus 300,000 additional Pubco shares if the initial business combination settles after June 9, 2027. Filings dated September 1 and September 2, 2026 added a second tranche: 2,200,000 more locked shares for up to 550,000 Pubco shares on an early close and 183,334 additional on a late one.
| Tranche | Non-redeemed shares | Pubco shares (early close) | Add-on (late close) |
|---|---|---|---|
| Prior (Aug 28/31) | 3,600,000 | 900,000 | 300,000 |
| New (Sep 1/2) | 2,200,000 | 550,000 | 183,334 |
| Combined | 5,800,000 | 1,450,000 | 483,334 |
All Pubco share issuances are projected and contingent on the consummation of an initial business combination.
The vote on September 8 would extend the deadline for Andretti Acquisition Corp. II to complete a business combination from September 9, 2026 to September 9, 2027. The company and the Sponsor may execute additional, similar agreements before that date. The filing is explicit on one point: the non-redemption agreements are not expected to improve the probability of shareholder approval for the extension, though they are expected to increase the cash remaining in trust after the vote.
POLE units carry warrants exercisable at $11.50 per Class A ordinary share. The company is a Cayman Islands exempted company headquartered at 100 Kimball Place, Suite 550, Alpharetta, Georgia. Each agreement terminates on the earlier of shareholder rejection of the extension, the company's decision not to proceed, full performance by all parties, liquidation, mutual written consent, or actual redemption of any covered shares.