Andretti Group Files 13D for Andretti Acquisition Corp. II

TL;DR

**Andretti Group files 13D on Andretti Acquisition Corp. II. Ownership change incoming.**

AI Summary

Andretti Sponsor II LLC, along with individuals Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown, have filed a Schedule 13D on December 4, 2024, indicating a change in beneficial ownership of Andretti Acquisition Corp. II. The filing pertains to Class A Ordinary Shares of the company, which is a blank check company.

Why It Matters

This filing signals a significant ownership stake or control change by the Andretti group in a special purpose acquisition company, potentially impacting future merger or acquisition activities.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions like mergers or acquisitions, which carry inherent risks.

Key Players & Entities

• Andretti Sponsor II LLC (company) — Filing entity
• Mario Andretti (person) — Group member
• Michael M. Andretti (person) — Group member
• William J. Sandbrook (person) — Group member
• William M. Brown (person) — Group member and authorized contact
• Andretti Acquisition Corp. II (company) — Subject company

FAQ

Key Financial Figures

• $0.0001 — e of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securiti
• $4,525,000 — ally owned by the Reporting Persons was $4,525,000. The source of these funds was the work
• $25,000 — chased by the Sponsor for the amount of $25,000, pursuant to a Securities Subscription
• $10.00 — lacement Units”) of the Issuer at $10.00 per Placement Unit, pursuant to a Priva
• $11.50 — Ordinary Share, at an exercise price of $11.50 per share (as described more fully in t

Filing Documents

• ea0223500-13dandre2_andracq2.htm (SC 13D) — 171KB
• ea022350001ex99-1_andracq2.htm (EX-99.1) — 10KB
• 0001213900-24-105618.txt ( ) — 182KB

From the Filing

SC 13D 1 ea0223500-13dandre2_andracq2.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Andretti Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G26745 102 (CUSIP Number) William M. Brown 100 Kimball Place, Suite 550 Alpharetta GA 30009 (770) 299-2201 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. G26745 102 1 Names of Reporting Person. Andretti Sponsor II LLC 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 6,200,000 (1) 8 Shared Voting Power (see Item 5 below) 0 9 Sole Dispositive Power 6,200,000 (1) 10 Shared Dispositive Power (see Item 5 below) 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,200,000 (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 21.0% 14 Type of Reporting Person OO (1) Includes 450,000 shares of the Issuer’s Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares”) and 5,750,000 of the Issuer’s Class B ordinary shares, $0.0001 par value (“Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-280552). There are four managing members of Andretti Sponsor II LLC (the “Sponsor”), Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown. The approval of managing members holding at least 50% of the economic interests of the Sponsor held by such persons is required to approve an action. All of the officers, directors and advisors of the Issuer are members of the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. 2 CUSIP No. G26745 102 1 Names of Reporting Person. Mario Andretti 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization United Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power (see Item 5 below) 6,200,000 (1) 9 Sole Dispositive Power 0 10 Shared Dispositive Power (see Item 5 below) 6,200,000 (1) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,200,000 (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 21.0% 14 Type of Reporting Person IN (1) Includes 450,000 shares of the Issuer’s Class A ordinary shares, $0.0001 par value (“Class A Ordinary Shares”) and 5,750,000 of the Issuer’s Class B ordinary shares, $0.0001 par

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