Andretti Acquisition Corp. II Form 3 / WILLIAM J SANDBROOK ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Andretti Sponsor II LLC

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2024

3. Issuer Name and Ticker or Trading Symbol
Andretti Acquisition Corp. II [ POLE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Shares⁽¹⁾	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	5,750,000⁽²⁾	⁽¹⁾	D⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Andretti Sponsor II LLC

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andretti Mario

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ANDRETTI MICHAEL

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SANDBROOK WILLIAM J

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Brown William Matthew

(Last)

(First)

(Middle)

7615 ZIONSVILLE ROAD

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-280552) of Andretti Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by Andretti Sponsor II LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 750,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. There are four managing members of the Sponsor, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown, collectively holding voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. 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. As such, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ William M. Brown, Managing Member of Andretti Sponsor II LLC	09/05/2024
	/s/ William M. Brown	09/05/2024
	/s/ Mario Andretti	09/05/2024
	/s/ Michael M. Andretti	09/05/2024
	/s/ William J. Sandbrook	09/05/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Andretti Acquisition Corp. II (POLE) Form 3Andretti Acquisition Corp. II / WILLIAM J SANDBROOK ownership change