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 Andretti Acquisition Corp. II

 100 Kimball Place, Suite 550

 Alpharetta,
GA 30009

 VIA EDGAR

 March 14, 2025

 U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers & Acquisitions
100 F Street, N.E.
Washington, D.C. 20549
Attention: Laura McKenzie and Nicholas Panos

 Re: Andretti Acquisition Corp. II

 Schedule 13D filed December 4, 2024 by Andretti Sponsor
II LLC, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown

 File No. 005-94613

 Dear Ms. McKenzie and Mr. Panos:

 On behalf of Andretti Sponsor
II LLC, Mario Andretti, Michael M. Andretti, William J. Sandbrook, and William M. Brown (together the " Reporting Persons "),
Andretti Acquisition Corp. II (the " Company ," " we ," " our " or " us ")
hereby submits this response to the comment letter received from the staff (the " Staff ", " you " or
" your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated March 13, 2025,
regarding the Schedule 13D filed on December 4, 2024 (the " Schedule 13D ") by the Reporting Persons.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold and have followed each comment with the Company's response.

 Schedule 13D filed December 4, 2024

 General

 1.
 We note that the event reported as requiring the filing of the Schedule 13D was September 9, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the September 9, 2024, event date, the Schedule 13D submitted on December 4, 2024, was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition.

 Response :
The Reporting Persons respectfully advise the Staff that the Schedule 13D filed on December 4, 2024 (the "Schedule 13D") was
not filed within five business days after the September 9, 2024 event date ("Event Date") because the Reporting Persons were
eligible to file a Schedule 13G with respect to their holdings in the Company by February 14, 2025, pursuant to Rule 13d-1(d). In this
regard, the Reporting Persons note that the Event Date occurred prior to the September 30, 2024 effectiveness of the amendments to the
revised filing deadlines for Schedule 13G.

 The Reporting Persons held 5,750,000
Class B ordinary shares of the Company, $0.0001 par value, ("Class B Ordinary Shares") prior to its initial public offering
(the "IPO"). Such Class B Ordinary Shares can be converted into the Class A ordinary shares of the Company, $0.0001 par value,
("Class A Ordinary Shares"), on a one-for-one basis, at the option of the Reporting Persons at any time. As disclosed in the
Schedule 13D, the Reporting Persons purchased 450,000 Class A Ordinary Shares following the pricing of the IPO in a private placement.
These 450,000 Class A Ordinary Shares represented less than 2% of the Company's outstanding Class A and Class B Ordinary Shares.
As a result, the Reporting Persons were still eligible to report their beneficial ownership on a Schedule 13G within 45 calendar days
of December 31, 2024.

 However, following a review of their affiliated
positions, including review of Staff guidance with respect to Section 13 filings, the Reporting Persons determined a 13D was more appropriate
since it provides the public greater disclosure and filed the Schedule 13D on December 4, 2024. The Reporting Persons respectfully submit
to the Staff that future filings by the Reporting Persons with respect to their beneficial ownership in equity securities of the Company
will be timely made in accordance with Rule 13d-2 of Regulation 13D-G.

 Finally, the Reporting Persons respectfully note
that their holdings were disclosed in the Company's IPO prospectus, filed on September 5, 2024.

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Adam C. Berkaw,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ William M. Brown

 Name:
 William M. Brown

 Title:
 Chief Executive Officer

 cc:
 Adam C. Berkaw, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

William M. Brown
Reporting Person
Andretti Acquisition Corp. II
100 Kimball Place, Suite 550
Alpharetta GA 30009

 Re: Andretti Acquisition Corp. II
 Schedule 13D filed December 4, 2024 by Andretti Sponsor II LLC,
Mario
 Andretti, Michael M. Andretti, William J. Sandbrook, and William M.
Brown
 File No. 005-94613
Dear William M. Brown:

 We have conducted a limited review of the above-captioned filing and
have the
following comment.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comment applies to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to this comment, we may have additional comments.

Schedule 13D filed December 4, 2024
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 September 9, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the September 9, 2024, event date, the Schedule 13D
submitted on
 December 4, 2024, was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.
 March 13, 2025
Page 2

 Please direct any questions to Laura McKenzie at 202-551-4568 or
Nicholas Panos
at 202-551-3266.

 Sincerely,

 Division of Corporation
Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

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ANDRETTI ACQUISITION CORP. II

7615 Zionsville Road

Indianapolis, Indiana 46268

September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, DC 20549

Attention:  Jeffrey Lewis

    Kristina
Marrone

    Stacie
Gorman

    Isabel
Rivera

    Re:

    Andretti Acquisition Corp. II

    Registration Statement on Form S-1

    Filed June 28, 2024, as amended

    File No. 333-280552

Ms. Gorman:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Andretti Acquisition Corp. II hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday, September 5, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ William M. Brown

    William M. Brown

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

CORRESP
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September 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Andretti Acquisition Corp. II

    Registration Statement on Form S-1

    File No. 333-280552

Ladies and Gentlemen:

In accordance with Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the underwriters for
the proposed public offering of units of Andretti Acquisition Corp. II (the “Company”) pursuant to the above-referenced Registration
Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement
so that it becomes effective at 4:30 p.m., Eastern time, on Thursday, September 5, 2024, or as soon as possible thereafter.

Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act, the undersigned advises you that, as of the date hereof, it expects to distribute approximately
300 copies of the Preliminary Prospectus, dated August 22, 2024, to prospective dealers, institutional investors, retail investors and
others.

The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced proposed offering.

[Signature Page Follows]

  Very truly yours,

  BTIG, LLC

  By:
  /s/ Paul Wood

  Name:
  Paul Wood

  Title:
  Managing Director

[Signature Page to Acceleration Request Letter]

CORRESP
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Andretti Acquisition Corp. II

7615 Zionsville Road

Indianapolis, Indiana 46268

VIA EDGAR

July 31, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Jeffrey Lewis

Kristina Marrone

Stacie Gorman

Isabel Rivera

    Re:
    Andretti Acquisition Corp. II

Registration Statement on Form S-1

Filed June 28, 2024

File No. 333-280552

Dear Ladies and Gentlemen:

Andretti Acquisition Corp.
II (the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on July 25, 2024, regarding our Registration Statement on Form S-1 filed with the Commission
on June 28, 2024 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.

Registration Statement on Form S-1 filed June 28, 2024

Cover Page

    1.
    We note your disclosure that nine institutional investors have expressed an interest in purchasing up to an aggregate of 17.82 million of the units in this offering. Please revise to: (i) disclose the potential material impact of these purchases on public investors, (ii) clarify whether the potential limited number of public investors would impact your eligibility to list your securities on Nasdaq, and (iii) to the extent material, identify each institutional investor.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and pages 23, 147, and 186
to address the Staff’s comment regarding the potential material impact of the nine institutional investors’ purchases of units
on public investors and whether the potential limited number of public investors would impact the Company’s eligibility to list
our securities on Nasdaq.

The Company further confirms, following
consultation with the prospective underwriters participating in the offering, that the limited number of public investors would not impact
the Company’s listing eligibility on the Nasdaq Global Market.

The Company does not believe the identity of the non-managing sponsor members is material. There is no assurance that any non-managing
sponsor member will acquire any units in this offering, and none of the non-managing sponsor members is under any obligation to hold any
units or public shares following the closing of this offering. As a result, there is no assurance that any of the non-managing sponsor
members will be an investor at the time the Company’s shareholders vote on an initial business combination. None of the non-managing
sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering, and the number
of units ultimately allocated to each non-managing sponsor member will be subject to the discretion of the underwriters for this offering.
In addition, unlike non-managing sponsor member arrangements of some other blank check companies, none of the Company’s non-managing
sponsor members has voting rights in the sponsor. Further, negotiations between its sponsor and each non-managing sponsor member were
handled separately, and no arrangements were made with any non-managing sponsor member with respect to the voting of any securities acquired.
As a result, the Company cannot predict how, or if any of, the non-managing sponsor members will vote in connection with an initial business
combination. Accordingly, the Company believes naming any non-managing sponsor member in the Registration Statement may have the unintended
effect of misleading investors as to the post-offering ownership of the Company and the ability of the Company to complete an initial
business combination. For the above reasons, the Company has not identified the non-managing sponsor members or provided any additional
information regarding non-managing sponsor member identities in the amendment to the Registration Statement.

Summary

Our Management Team, page 2

    2.
    Please expand your disclosure to clearly identify any special purpose acquisition company business combinations in which your management team has participated and disclose the current trading prices, including for Zapata Computing, Inc.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 3-4, 103, 133-136, and 142.

    3.
    We note footnote 1 on page 3 with respect to William J. (Bill) Sandbrook. Please revise your disclosure in your management and conflicts of interest sections, and elsewhere as appropriate, to address the information in the footnote.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 3, 102, 133, and 142.

Summary of Risk Factors, page 39

    4.
    Please revise to limit your summary of risk factors to no more than two pages highlighting the principal factors that make an investment in the registrant or offering speculative or risky. Refer to Item 105(b) of Regulation S-K.

Response: The
Company acknowledges the Staff’s comment and advises the Staff that the Company has reorganized its summary of risk factors highlighting
the principal factors that make an investment in the Company or offering speculative or risky. Accordingly, the Company has revised its
disclosure on pages 40 and 41.

Risk Factors

To mitigate the risk that we might be deemed
to be an investment company . . ., page 53

    5.

    Please disclose the risk that
    notwithstanding the investment activities described in this risk factor, you may be deemed to be operating as an investment company
    at any time since your inception.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on page 53.

    2

We thank the Staff very much for its review of
the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Adam
C. Berkaw, Esq., by telephone at 212-370-1300.

    Sincerely,

    Andretti Acquisition Corp. II

    /s/ William M. Brown

    William M. Brown

    Chief Executive Officer

cc: Adam C. Berkaw,
Esq.

    3

July 25, 2024
William M. Brown
Chief Executive Officer
Andretti Acquisition Corp. II
7615 Zionsville Road
Indianapolis, IN 46268
Re:Andretti Acquisition Corp. II
Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280552
Dear William M. Brown:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 28, 2024
Cover Page
1.We note your disclosure that nine institutional investors have expressed an interest in
purchasing up to an aggregate of 17.82 million of the units in this offering. Please revise
to: (i) disclose the potential material impact of these purchases on public investors, (ii)
clarify whether the potential limited number of public investors would impact your
eligibility to list your securities on Nasdaq, and (iii) to the extent material, identify each
institutional investor.
Summary
Our Management Team, page 2
2.Please expand your disclosure to clearly identify any special purpose acquisition company
business combinations in which your management team has participated and disclose the
current trading prices, including for Zapata Computing, Inc.

July 25, 2024
Page 2
3.We note footnote 1 on page 3 with respect to William J. (Bill) Sandbrook. Please revise
your disclosure in your management and conflicts of interest sections, and elsewhere as
appropriate, to address the information in the footnote.
Summary of Risk Factors, page 39
4.Please revise to limit your summary of risk factors to no more than two pages highlighting
the principal factors that make an investment in the registrant or offering speculative or
risky. Refer to Item 105(b) of Regulation S-K.
Risk Factors
To mitigate the risk that we might be deemed to be an investment company . . ., page 53
5.Please disclose the risk that notwithstanding the investment activities described in this risk
factor, you may be deemed to be operating as an investment company at any time since
your inception.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Isabel Rivera at 202-551-3518 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Adam C. Berkaw, Esq.