| Item 1. | |
| (a) | Name of issuer:
Andretti Acquisition Corp. II |
| (b) | Address of issuer's principal executive offices:
7615 ZIONSVILLE ROAD, INDIANAPOLIS, IN, 46268 |
| Item 2. | |
| (a) | Name of person filing:
The persons filing this statement are Shawn Kimel Investments, Inc., an Ontario corporation ("SKI"), The K2 Principal Fund, L.P., an Ontario limited partnership (the "Fund"), K2 Genpar 2017 Inc., an Ontario corporation and the General Partner to the Fund ("Genpar 2017"), and K2 & Associates Investment Management Inc., an Ontario corporation ("K2 & Associates"). Together SKI, the Fund, Genpar2017, and K2 & Associates are the "Reporting Persons". Mr.Kimel is President of SKI. Mr.Sikorski is Secretary of Genpar 2017, and President of K2 & Associates. K2 & Associates is a direct 66.5% owned subsidiary of SKI, and is the investment manager of the Fund. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 2 Bloor St West, Suite 801, Toronto, Ontario, M4W 3E2. |
| (c) | Citizenship:
Mr.Kimel is a citizen of Canada.
Mr.Sikorski is a citizen of Canada.
The Fund is an Ontario limited partnership.
Each of SKI and GenPar 2017 Inc and K2 & Associates is an Ontario corporation. |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.001 per share |
| (e) | CUSIP No.:
G26745102 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
0 Class A ordinary shares, par value $0.001 per share held of record (and may be deemed to be beneficially owned) by The K2 Principal Fund, L.P. See Item 2 for a description of the corporate structure of the Reporting Persons.
Each of the Reporting Persons may be deemed to be beneficial owners of the 0 Issuer's Class A ordinary shares, par value $0.001 per share that are held by The K2 Principal Fund, L.P.
Mr.Kimel is President of SKI. Mr. Todd Sikorski is Secretary of GenPar 2017 and President of K2 & Associates, and exercises ultimate voting and investment powers over the 0 Issuer's Class A ordinary shares, par value $0.001 per share that are held of record by The K2 Principal Fund, L.P
The percentages used in this Schedule 13G are calculated based upon 23760000 ordinary shares issued and outstanding as of 2024-11-07, as reported in the companies 10Q filed with the SEC on 2024-11-07.
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| (b) | Percent of class:
0 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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