Andretti Sponsor II LLC - Sep 5, 2024 Form 3 Insider Report for Andretti Acquisition Corp. II (POLE)

Role: 10%+ Owner
Signature: /s/ William M. Brown, Managing Member of Andretti Sponsor II LLC
Stock symbol: POLE
Transactions as of: Sep 5, 2024
Transactions value $: $0
Form type: 3
Date filed: 9/5/2024, 05:13 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	POLE	Class B Ordinary Shares							Sep 5, 2024	Class A Ordinary Shares	5.75M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.