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

(Amendment No.      )

Check the appropriate box:

ANDRETTI ACQUISITION CORP. II

(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):

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2026

ANDRETTI ACQUISITION CORP. iI
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (770) 299-2201

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the Special Meeting (as defined below), Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Andretti Sponsor II LLC (the “Sponsor”) entered into non-redemption agreements (“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 250,000 ordinary or common shares of Pubco (“Pubco Shares”) if the initial business combination is completed on or prior to June 9, 2027 or (ii) an aggregate of 83,333 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 1,000,000 Public Shares (the “Non-Redeemed Shares”).

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal (as defined below) 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 Amendment Proposal at the Special Meeting, (ii) the Company’s determination not to proceed with the Extension (as defined below), (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 Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 28, 2026, 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 September 8, 2026 at 10:00 a.m. Eastern Time, in order to extend the period of time for redemptions and reversal of redemptions.

The Special Meeting has been called for the purposes of considering and voting upon (i) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association 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”, and such proposal, the “Extension Amendment Proposal”); (ii) a proposal to ratify the selection by the Company’s audit committee, and appointment, of WithumSmith+Brown, PC to serve as its independent registered public accounting firm for the year ending December 31, 2026; and (iii) a proposal to adjourn 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 record date for the Special Meeting remains July 27, 2026 (the “Record Date”). Shareholders may vote online at https://www.cstproxy.com or by mail, simply by following the instructions on their provided proxy card. Votes will be accepted up to and during the adjourned meeting. Shareholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action. Shareholders as of the Record Date can vote, even if they have subsequently sold their shares.

In connection with the adjourned date, the Company has extended the deadline for holders of the Public Shares to submit their shares for redemption in connection with the Extension Amendment Proposal to 5:00 p.m. Eastern Time on September 3, 2026. Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares.

Item 8.01 Other Events.

In connection with the Extension and Non-Redemption Agreements, the Sponsor intends to convert an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) into an equal number of Class A Ordinary Shares upon the approval of the Extension Amendment Proposal by the Company’s shareholders at the Special Meeting (the “Conversion”). The Class A Ordinary Shares to be issued in connection with the Conversion will be subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the final prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on September 5, 2024 (File No. 333-280552) in connection with the Company’s initial public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “seek,” “predict,” “potential,” “target,” “outlook” or the negatives of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the Company’s, the Sponsor’s and the Investors’ expectations with respect to future performance, anticipated financial impacts, the negotiation, execution and terms of the Non-Redemption Agreements, and the likelihood, timing or effects of the Extension Amendment Proposal, any initial business combination, or the amount of funds that may remain in the Company’s trust account. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: the risk that the Non-Redemption Agreements described herein are not entered into on the terms described, or at all; the risk that the Extension Amendment Proposal is not approved; the amount of redemptions by the Company’s public shareholders; the ability of the Company to consummate an initial business combination; and other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its other filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 28, 2026

Exhibit 10.1

NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of August 28, 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

WHEREAS, the Company expects to hold an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (as adjourned or postponed from time to time, the “Meeting”) for the purpose of approving, among other things, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (as amended and currently in effect, the “Charter”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) by twelve (12) additional months from September 9, 2026 to September 9, 2027 (or such earlier date as determined by the Company’s board of directors) (the “Extension”);

WHEREAS, the Charter provides that a shareholder of the Company may elect to redeem its Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and together with the Class B Ordinary Shares, the “Ordinary Shares”) initially sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market) (the “Public Shares”) in connection with the proposal to amend the Charter to effectuate the Extension upon the terms and subject to the conditions set forth in the Charter (“Redemption Rights”);

WHEREAS, during the period of the Extension, the Sponsor intends to cause the Company to consummate the Business Combination, with a target company and business combination structure to be identified, resulting in a surviving company being listed on a national securities exchange immediately following the Business Combination (such surviving company, “Pubco”), with the effect that the Ordinary Shares will either be exchanged for or converted into ordinary or common shares of Pubco (the “Pubco Shares”) with such Pubco Shares also to be issued to the existing shareholders of the Company’s target, at a valuation that is yet to be determined; and

WHEREAS, subject to the terms and conditions of this Agreement, the Sponsor desires to cause Pubco to issue to the Investor, and the Investor desires to acquire from Pubco (i) if the Business Combination is completed on or prior to June 9, 2027, that number of Pubco Shares set forth opposite such Investor’s name on Exhibit A under “Initial Promised Securities,” or (ii) if the Business Combination is completed after June 9, 2027, such Initial Promised Securities plus the additional number of Pubco Shares set forth opposite such Investor’s name on Exhibit A under “Additional Promised Securities” (together, the “Promised Securities”), in each case to be issued to the Investor by Pubco in connection with the completion of the Business Combination.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor, the Company and the Sponsor hereby agree as follows:

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Non-Redemption Agreement]

[Signature Page to Non-Redemption Agreement]

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Exhibit A

Exhibit B

FORM OF JOINDER

TO

REGISTRATION RIGHTS AGREEMENT

August 28, 2026

Reference is made to that certain Non-Redemption Agreement, dated as of August 28, 2026 (the “Agreement”), by and among [__] (the “Investor”), Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Investor acquired securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.

By executing this joinder, the Investor hereby agrees, as of the date first set forth above, that the Investor shall become a party to that certain Registration Rights Agreement, dated September 5, 2024, by and among the Company, the Sponsor and BTIG, LLC (as amended, the “Registration Rights Agreement”), and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Promised Securities (together with any other equity security of Pubco issued or issuable with respect to any such Promised Securities by way of a share dividend or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.

For the purposes of clarity, it is expressly understood and agreed that each provision contained herein is between the Company and the Investor, solely, and not between and among the Investor and the other shareholders of the Company signatory thereto.

This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.

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[Signature Page to Joinder to Registration Rights Agreement]