DEF 14A of Andretti Acquisition Corp. II
Filed Jul 30, 20260001213900-26-083331
Q: How will the Sponsor and Andretti’s directors and officers vote?
Q: How will the Sponsor and Andretti’s directors and officers vote? A: The Sponsor and Andretti’s directors and officers have advised Andretti that they intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal, the Auditor Ratification Proposal and, if necessary, the Adjournment Proposal. The Sponsor may enter into arrangements with a limited number of shareholders pursuant to which such shareholders would agree not to redeem the Public Shares beneficially owned by them in connection with the Extension Amendment Proposal. The Sponsor may provide such shareholders either Class B ordinary shares held by the Sponsor and Andretti’s directors and officers (the “Founder Shares”) or membership interests in the Sponsor pursuant to such arrangements. Holders of Founder Shares and the Class A Ordinary Shares underlying the Private Placement Units (the “Private Shares”), including the Sponsor and Andretti’s directors and officers and their respective affiliates, are not entitled to redeem any Founder Shares and Private Shares held by them in connection with the Extension Amendment Proposal. On the Record Date, holders of the Founder Shares, including the Sponsor, beneficially owned and were entitled to vote 3,636,667 Class B Ordinary Shares and Private Shares, representing approximately 21% of Andretti’s issued and outstanding Ordinary Shares.
Q: What interests do Andretti’s directors and officers have in the approval of the Extension Amendment Proposal?
Q: What interests do Andretti’s directors and officers have in the approval of the Extension Amendment Proposal? A: Andretti’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of the Founder Shares and Private Placement Units. See the section entitled “Special Meeting of Andretti Shareholders — Interests of the Sponsor and Andretti’s Directors and Officers” in this proxy statement.
Interests of the Sponsor and Andretti’s Directors and Officers
Interests of the Sponsor and Andretti’s Directors and Officers When you consider the recommendation of the Board, Andretti shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of Andretti have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Andretti shareholders that they approve the Extension Amendment Proposal. Andretti shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal: • if the Extension Amendment Proposal is not approved, and a business combination is not completed on or before September 9, 2026, the 5,750,000 Founder Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000, and 760,000 Private Placement Units owned by the Sponsor and BTIG, will all be worthless (as the holders have waived liquidation rights with respect to such shares). Assuming such Founder Shares and Private Placement Units have a value equal to Class A Ordinary Shares and Public Units, respectively, such securities would have had an aggregate market value of approximately $70.3 million based on the last sale price of approximately $10.79 and $10.86 of the Class A Ordinary Shares and units, respectively, on the Nasdaq Global Market on July 28, 2026; • the fact that the Sponsor and Andretti’s directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve an initial business combination; • the fact that the holders of the Founder Shares, including the Sponsor and Andretti’s directors and officers, have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the Founder Shares and Private Shares held by them and the Sponsor and Andretti’s officers and directors will not be reimbursed for any out-of-pocket expenses, if Andretti fails to complete an initial business combination on or before September 9, 2026, and the Extension Amendment Proposal is not approved. Accordingly, the Sponsor, Andretti’s officers and directors will lose their entire investment in Andretti if Andretti fails to complete an initial business combination on or before September 9, 2026, and the Extension Amendment Proposal is not approved; • the continued indemnification of Andretti’s existing directors and officers and the continuation of Andretti’s directors’ and officers’ liability insurance after a business combination; and • the fact that if the Trust Account is liquidated, including in the event Andretti is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Andretti to the extent necessary to preserve the proceeds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to Andretti, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay Andretti’s tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Andretti’s indemnity of the underwriters of Andretti’s initial public offering against certain liabilities, including liabilities under the Securities Act. Additionally, if the Extension Amendment Proposal is approved and Andretti consummates a business combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for a potential transaction.