Andretti Acquisition Corp II

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Approve a special resolution to amend the Charter to extend the date by which Andretti must consummate a business combination from September 9, 2026 to September 9, 2027 (or such earlier date as the Board determines) and to amend the Amended and Restated Memorandum and Articles of Association as set out in Annex A.

   More detail

   This management proposal asks shareholders to approve a special resolution amending Andretti’s Charter to extend the deadline to complete an initial business combination from September 9, 2026 to September 9, 2027 (or an earlier date as determined by the Board), with the precise amendment set forth in Annex A. Management seeks this approval because it believes there will not be sufficient time before the existing Deadline Date to identify, negotiate, and close a suitable business combination; without approval the company would be required to cease operations and liquidate in accordance with its Charter. The proposal preserves public shareholders’ statutory redemption rights upon effectiveness of the amendment, allowing holders of Public Shares to elect to receive their pro rata share of funds in the Trust Account; those redemption mechanics and deadlines are described in the proxy. Approval requires a special resolution under Cayman Islands law — effectively at least a two‑thirds majority of votes cast — and thus is materially more difficult to obtain than an ordinary resolution. The proposal also interacts with Nasdaq listing rules and the SPAC market environment: even with an extension, completion of a business combination will still need to occur within Nasdaq’s 36‑month framework to avoid potential suspension and delisting risks, and high public redemption rates in SPAC extension votes can materially reduce the cash available to consummate a transaction. The Board supports the extension as the most pragmatic way to preserve the opportunity to consummate a business combination and to protect potential future value for shareholders, but shareholders should weigh that benefit against the dilution, market‑listing, and liquidity risks that may accompany an extended search period. The proposal is time‑sensitive and includes procedures for exercising redemption (tendering shares physically or via DWAC) and specifies that certain holders (Sponsor, Founders, officers, directors) are not entitled to redemption. Given the mechanics and risks, the Board recommends a vote FOR because it believes extending the Charter provides the best chance to consummate a business combination for the benefit of shareholders, while preserving shareholder redemption rights.

2. 2

   Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify, by ordinary resolution, the audit committee’s selection and appointment of WithumSmith+Brown, PC as Andretti’s independent registered public accounting firm for the year ending December 31, 2026.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, the adjournment of the Special Meeting to a later date or dates, if necessary or desirable, at the directors’ discretion to permit further solicitation and vote of proxies if there are not sufficient votes to approve the Extension Amendment Proposal at the time of the meeting.

   More detail

   The Adjournment Proposal is a contingent management proposal that, if presented, would authorize the Board to adjourn the Special Meeting to one or more later dates to permit additional solicitation of proxies when there are insufficient votes tabulated at the meeting to approve the Extension Amendment Proposal. Management advances this proposal as a procedural tool to avoid immediate termination of the meeting and to buy time to secure the requisite supermajority for the charter extension; it will only be voted on if, based on the tabulated votes at the Special Meeting, the Extension Amendment Proposal lacks sufficient support. Approval requires an ordinary resolution (a simple majority of votes cast). The practical consequence of approving adjournment is to give management an opportunity to continue outreach to public shareholders and to attempt to limit the risk of mandatory liquidation, which could otherwise occur if the Extension Amendment fails. However, adjournment can also extend uncertainty for shareholders, prolong the period during which redemptions may be exercised, and potentially increase administrative and solicitation costs. The Board recommends voting FOR this proposal because it preserves a mechanism to obtain the Extension Amendment without forcing an immediate liquidation, but shareholders should recognize adjournment is a temporary procedural remedy rather than a substantive approval of the Charter amendment itself. If not approved (or not presented because the Extension Amendment passes), the meeting would proceed and the Company would be unable to adjourn for further solicitation, possibly reducing the chance to pass the Extension Amendment.

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When is the Andretti Acquisition Corp II 2026 special meeting?

Andretti Acquisition Corp II (POLE) holds its 2026 special shareholder meeting on Friday, August 28, 2026.

What is the record date for the Andretti Acquisition Corp II 2026 meeting?

The record date for the Andretti Acquisition Corp II 2026 meeting is Monday, July 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Andretti Acquisition Corp II's 2026 meeting?

The board is presenting 8 director nominees at the Andretti Acquisition Corp II 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Andretti Acquisition Corp II 2026 meeting?

Shareholders will vote on 3 proposals at the Andretti Acquisition Corp II 2026 meeting, each tagged with who proposed it and the board's recommendation.