SC 13G: Andretti Acquisition Corp. II

AI Summary

SC 13G filing by Andretti Acquisition Corp. II.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — r) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• p24-3199sc13g.htm (SC 13G) — 64KB
• p24-3199ex99.htm (EX-99.1) — 5KB
• 0000902664-24-006273.txt ( ) — 71KB

(a)

Item 1(a). NAME OF ISSUER: The name of the issuer is Andretti Acquisition Corp II (the “ Company ”).

(b)

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: The Company’s principal executive offices are located at 7615 Zionsville Road, Indianapolis, IN 46268.

(a)

Item 2(a). NAME OF PERSON FILING: This statement is filed by: (i) Kepos Capital LP (the “ Investment Manager ”), a Delaware limited partnership, and the investment adviser to certain funds and accounts (the “ Kepos Funds ”), with respect to the shares of Class A Ordinary Shares (as defined in Item 2(d) below) directly held by the Kepos Funds; and (ii) Mr. Mark Carhart (“ Mr. Carhart ”), the managing member of Kepos Capital GP LLC, the general partner of the Investment Manager, with respect to the shares of Class A Ordinary Shares directly held by the Kepos Funds. The foregoing persons are hereinafter sometimes collectively referred to as the “ Reporting Persons .” The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Ordinary Shares reported herein.

(b)

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the business office of each of the Reporting Persons is 11 Times Square, 35 th Floor, New York, New York 10036.

(c)

Item 2(c). CITIZENSHIP: The Investment Manager is a Delaware limited partnership. Mr. Carhart is a citizen of the United States.

(d)

Item 2(d). TITLE OF CLASS OF SECURITIES: Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). CUSIP No. G26745110 13G Page 5 of 7 Pages

(e)

Item 2(e). CUSIP NUMBER: G26745110 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) x Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); (j) Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:______________________________________ CUSIP No. G26745110 13G Page 6 of 7 Pages Item 4. The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 23,760,000 shares of Class A Ordinary Shares outstanding as reported in the Company’s Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on September 5, 2024 and in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2024, after giving effect to the completion

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 6, 2024 KEPOS CAPITAL LP By: /s/ Simon Raykher Name: Simon Raykher Title: General Counsel /s/ Mark Carhart MARK CARHART

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