Andretti Acquisition Corp. II

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on August 28, 2026, Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), convened and then determined to adjourn, without conducting any business, its extraordinary general meeting in lieu of an annual meeting (the “Special Meeting”) to extend the date by which the Company must consummate a business combination from September 9, 2026 to September 9, 2027 (or such earlier date as may be determined by the Board of Directors of the Company) (such extension, the “Extension”) from August 28, 2026 to September 8, 2026 at 10:00 a.m. Eastern Time, in order to extend the period of time for redemptions and reversal of redemptions. In connection with the Special Meeting, on August 28, 2026 and August 31, 2026, the Company and Andretti Sponsor II LLC (the “Sponsor”) entered into non-redemption agreements (the “Prior Non-Redemption Agreements”) with several unaffiliated third-party holders (the “Investors”) of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued in the Company’s initial public offering (the “Public Shares”), pursuant to which the Company and the Sponsor agreed to cause the surviving entity of any future Company initial business combination (“Pubco”) to issue, in connection with the consummation of an initial business combination, to such Investors up to (i) an aggregate of 900,000 ordinary or common shares of Pubco (“Pubco Shares”) if the initial business combination is completed on or prior to June 9, 2027 and (ii) an aggregate of 300,000 additional Pubco Shares if the initial business combination is completed after June 9, 2027, in exchange for their agreement to not redeem up to an aggregate of 3,600,000 Public Shares (the “Non-Redeemed Shares”). On September 1, 2026 and September 2, 2026, the Company and the Sponsor entered into additional non-redemption agreements with new Investors (the “New Non-Redemption Agreements” and, together with the Prior Non-Redemption Agreements, the “Non-Redemption Agreements”), pursuant to which the Company and the Sponsor agreed to cause Pubco to issue, in connection with the consummation of an initial business combination, such Investors up to (i) an aggregate of 550,000 Pubco Shares if the initial business combination is completed on or prior to June 9, 2027 and (ii) an aggregate of 183,334 additional Pubco Shares if the initial business combination is completed after June 9, 2027, in exchange for its agreement to not redeem up to an aggregate of 2,200,000 Non-Redeemed Shares. The terms and conditions of the New Non-Redemption Agreement are substantially identical in all material respects to the Prior Non-Redemption Agreements. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension is approved by the Company’s shareholders, but are expected to increase the amount of funds that remain in the Company’s trust account established in connection with Company’s initial public offering following the Special Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the Special Meeting. The Non-Redemption Agreements shall terminate on the earlier of (i) the failure of the Company’s shareholders to approve the Extension at the Special Meeting, (ii) the Company’s determination not to proceed with the Extension, (iii) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable Investor exercises its redemption rights with respect to any Non-Redeemed Shares in connection with the Special Meeting and such Non-Redeemed Shares are actually redeemed. The foregoing summary of the New Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of New Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.