Andretti Acquisition Corp. II

DEF 14A 1 ea0298471-03.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

100 KIMBALL PLACE, SUITE 550

ALPHARETTA, GA 30009

LETTER TO SHAREHOLDERS

Dear Shareholders of Andretti Acquisition Corp. II:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting (the “Special Meeting”) of Andretti Acquisition Corp. II, a Cayman Islands exempted company (“we,” “Andretti” or the “Company”), which will be held on August 28, 2026, at 10:00 a.m. Eastern Time at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105 or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned or postponed.

Even if you plan to attend the Special Meeting, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.

The accompanying notice of the Special Meeting and proxy statement describe the business Andretti will conduct at the Special Meeting and provide information about Andretti that you should consider when you vote your shares. As set forth in the accompanying proxy statement, the Special Meeting will be held for the purpose of considering and voting on the following proposals:

• Proposal No. 1 — Extension Amendment Proposal — To approve, by way of special resolution, that the date by which Andretti has to consummate a business combination be extended (the “Charter Extension”) from September 9, 2026 to September 9, 2027 (or such earlier date as determined by the board of directors (the “Board”)) (such date, the “Charter Extension Date”) and that the Amended and Restated Memorandum of Association and Articles of Association of Andretti (the “Charter”), be amended as set out in Annex A to the accompanying proxy statement (the “Extension Amendment Proposal”);

• Proposal No. 2 — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by our audit committee, and appointment, of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

• Proposal No. 3 — Adjournment Proposal — To adjourn, by way of ordinary resolution, the Special Meeting to a later date or dates, if necessary or desirable, at the discretion of the directors, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement. In addition to considering and voting on the foregoing proposals, shareholders will have the opportunity to present questions to the members of the Company’s management (the “Management”) at the Special Meeting regarding the (i) financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2026 (the “2025 Annual Report”) and (ii) Company’s current affairs.

The Charter currently provides that Andretti has until September 9, 2026 to complete its initial business combination. While Andretti is using its best efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before September 9, 2026 to consummate a business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, Andretti will need to obtain the Charter Extension. Without the Charter Extension, the Board believes that there is significant risk that Andretti might not, despite its best efforts, be able to complete a business combination on or before September 9, 2026. If that were to occur, Andretti would be forced to liquidate even if Andretti’s shareholders are otherwise in favor of consummating a potential transaction.

Therefore, the Board has determined that it is in the best interests of Andretti and its shareholders to extend the date by which Andretti has to consummate an initial business combination to the Charter Extension Date in order that Andretti’s shareholders have the opportunity to participate in a potential initial business combination, as well as to provide additional flexibility to wind up our operations prior to the Charter Extension Date.

As contemplated by the Charter, the holders of Andretti’s Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”) issued as part of the units sold in Andretti’s initial public offering (the “Public Shares”) will be provided with an opportunity to redeem all or a portion of their Public Shares upon the effectiveness of the Extension Amendment Proposal at a per-share price equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

As of July 28, 2026, the redemption price per share was approximately $10.83 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $249.2 million as of July 28, 2026 (including interest not previously released to Andretti to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Global Market (“Nasdaq”) on July 28, 2026 was $10.79 per share. Andretti cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Andretti believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Andretti does not complete a business combination on or before September 9, 2026.

If the Extension Amendment Proposal is not approved and a business combination is not completed on or before September 9, 2026, Andretti will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Andretti’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Andretti’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares,” collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Auditor Ratification Proposal and Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting vote at the Special Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Special Meeting.

The Board has fixed the close of business on July 27, 2026 (the “Record Date”) as the date for determining Andretti’s shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.

You are not being asked to vote on a business combination at this time. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when a business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination before the Charter Extension Date or upon the Company’s earlier liquidation, subject to any limitations set forth in the Charter.

Andretti reserves the right at any time to postpone the Special Meeting and not to submit to its shareholders the Extension Amendment Proposal. In the event the Special Meeting is postponed or the Extension Amendment Proposal is not approved and Andretti does not complete a business combination on or prior to September 9, 2026, Andretti will liquidate and dissolve in accordance with its Charter.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal are in the best interests of Andretti and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Enclosed is the notice of meeting and proxy statement containing detailed information about the Special Meeting, the Extension Amendment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Andretti urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Special Meeting.

By Order of the Board of Directors of

Andretti Acquisition Corp. II

/s/ William J. Sandbrook

William J. Sandbrook

Chairman of the Board

Your vote is very important. Whether or not you plan to attend the Special Meeting, please submit your proxy card as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Special Meeting. The approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at leasttwo-thirds (2/3) of the votes which are cast by those holders of Ordinary Shares, voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Auditor Ratification Proposal and the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if you fail to vote in person or by proxy at the Special Meeting, your shares will not be counted for the purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities. If you hold your shares in “Street Name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on August 28, 2026: The Notice of Meeting, the 2025 Annual Report and the accompanying proxy statement are available athttps://www.cstproxy.com/andrettiacquisitionii/2026.

100 KIMBALL PLACE, SUITE 550

ALPHARETTA, GA 30009

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

IN LIEU OF AN ANNUAL GENERAL MEETING

To the Shareholders of Andretti Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting (the “Special Meeting”) of Andretti Acquisition Corp. II, a Cayman Islands exempted company (“we,” “Andretti” or the “Company”), will be held on August 28, 2026 at 10:00 a.m. Eastern Time at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105 or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned or postponed.

You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals, more fully described below in the accompanying proxy statement, which is dated July 30, 2026 and is first being mailed to shareholders on or about July 31, 2026:

Proposal No. 1 — Extension Amendment Proposal — To approve, by way of special resolution, that the date by which Andretti has to consummate a business combination be extended (the “Charter Extension”) from September 9, 2026 to September 9, 2027 (or such earlier date as determined by the board of directors (the “Board”)) (such date, the “Charter Extension Date”) and that the Amended and Restated Memorandum of Association and Articles of Association of Andretti (the “Charter”) be amended as set out in Annex A to the accompanying proxy statement (the “Extension Amendment Proposal”). The text of the special resolution to be passed is as follows:

“It is resolved as a special resolution with immediate effect that the Company’s articles of association be amended by replacing the existing definition of Deadline Date in Article 49.7 with the following:

(a) the Company does not consummate a Business Combination within 36 months from the consummation of the IPO, or such later time as the Members may approve by Special Resolution in accordance with the Articles (the “Deadline Date”);”.

Proposal No. 2 — Auditor Ratification Proposal —To ratify, by way of ordinary resolution, the selection by our audit committee, and appointment, of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

Proposal No. 3 — Adjournment Proposal — To approve, by way of ordinary resolution, the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Auditor Ratification Proposal, and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The Charter currently provides that Andretti has until September 9, 2026 to complete its initial business combination. While Andretti is using its best efforts to complete a business combination as soon as practicable, the Board believes that there will not be sufficient time before September 9, 2026 to consummate a business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, Andretti will need to obtain the Charter Extension. Without the Charter Extension, the Board believes that there is significant risk that Andretti might not, despite its best efforts, be able to complete a business combination on or before September 9, 2026. If that were to occur, Andretti would be forced to liquidate even if Andretti’s shareholders are otherwise in favor of consummating a potential transaction.

Therefore, the Board has determined that it is in the best interests of Andretti and its shareholders to extend the date by which Andretti has to consummate an initial business combination to the Charter Extension Date in order that Andretti’s shareholders have the opportunity to participate in a potential initial business combination, as well as

to provide additional flexibility to wind up our operations prior to the Charter Extension Date. As contemplated by the Charter, the holders of Andretti’s Class A ordinary shares, par value of $0.0001 per share (the “Class A Ordinary Shares”) issued as part of the units sold in Andretti’s initial public offering (the “Public Shares”) will be provided with an opportunity to redeem all or a portion of their Public Shares upon the effectiveness of the Extension Amendment Proposal at a per-Share price equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (the “initial public offering”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. Such redemption rights are not available to our Sponsor, all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

As of July 28, 2026, the redemption price per share was approximately $10.83 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $249.2 million as of July 28, 2026 (including interest not previously released to Andretti to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Class A Ordinary Shares on the Nasdaq Global Market on July 28, 2026 was $10.79 per share. Andretti cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Andretti believes that such redemption right enables its public shareholders to determine whether or not to sustain their investments for an additional period if Andretti does not complete a business combination on or before September 9, 2026.

If the Extension Amendment Proposal is not approved and a business combination is not completed on or before September 9, 2026, Andretti will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Andretti’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to Andretti’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Extension Amendment Proposal requires a special resolution of the Company, being the affirmative vote of a majority of at least two-thirds (2/3) of the votes cast by the holders of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share (the “Class B Ordinary Shares,” collectively with Class A Ordinary Shares, the “Ordinary Shares”), voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Adjournment Proposal and Auditor Ratification Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, voting as a single class, who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient tabulated votes to approve the Extension Amendment Proposal at the Special Meeting.

The Board has fixed the close of business on July 27, 2026 (the “Record Date”) as the date for determining Andretti’s shareholders entitled to receive notice of and vote at the Special Meeting and any postponement or adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Special Meeting or any postponement or adjournment thereof.

You are not being asked to vote on a business combination at this time. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of Public Shares who do not elect to redeem their Public Shares will retain their right to redeem their Public Shares if and when a business combination is submitted to shareholders for approval, subject to any limitations set forth in the Charter. In addition, public shareholders who do not redeem their Public Shares in connection with the Charter Extension will be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination before the Charter Extension Date or upon the Company’s earlier liquidation, subject to any limitations set forth in the Charter.

Andretti reserves the right at any time to postpone the Special Meeting and not to submit to its shareholders the Extension Amendment Proposal. In the event the Special Meeting is postponed or the Extension Amendment Proposal is not approved and Andretti does not complete a business combination on or prior to September 9, 2026, Andretti will dissolve and liquidate in accordance with its Charter.

To exercise your redemption rights, you must tender your Public Shares to Andretti’s transfer agent at least two business days prior to the Special Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in Street Name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.

Holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 23,760,000 issued and outstanding Class A Ordinary Shares, of which 23,000,000 Class A Ordinary Shares are held by Andretti public shareholders, 760,000 Class A Ordinary Shares are held by the Sponsor and BTIG, LLC (“BTIG”), and 5,750,000 issued and outstanding Class B Ordinary Shares. Andretti’s warrants do not have voting rights.

The accompanying proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Andretti urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions to our management (the “Management”), including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 24, 2026 (the “2025 Annual Report”), at the Special Meeting.

By Order of the Board of Directors of

Andretti Acquisition Corp. II

/s/ William J. Sandbrook

William J. Sandbrook

Chairman of the Board