SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Andretti Acquisition Corp. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G26745102

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

G26745102

Names of Reporting Persons

AQR Capital Management, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power
6	Shared Voting Power 1,520,933.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,520,933.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,520,933.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.4 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G26745102

Names of Reporting Persons

AQR Capital Management Holdings, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power
6	Shared Voting Power 1,520,933.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,520,933.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,520,933.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.4 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

G26745102

Names of Reporting Persons

AQR Arbitrage, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power
6	Shared Voting Power 1,520,933.00
7	Sole Dispositive Power
8	Shared Dispositive Power 1,520,933.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,520,933.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.4 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Andretti Acquisition Corp. II

(b)

Address of issuer's principal executive offices:

7615 Zionsville Road, Indianapolis, INDIANA 46268

Item 2.

(a)

Name of person filing:

AQR Capital Management, LLC AQR Capital Management Holdings, LLC AQR Arbitrage, LLC

(b)

Address or principal business office or, if none, residence:

ONE GREENWICH PLAZA SUITE 130 Greenwich, Connecticut 06830

(c)

Citizenship:

AQR Capital Management, LLC - UNITED STATES AQR Capital Management Holdings, LLC - UNITED STATES AQR Arbitrage, LLC - UNITED STATES

(d)

Title of class of securities:

Class A ordinary shares, par value $0.0001 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);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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);

(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:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

1,520,933

(b)

Percent of class:

6.40 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

AQR Capital Management, LLC - 0 AQR Capital Management Holdings, LLC - 0 AQR Arbitrage, LLC - 0

(ii) Shared power to vote or to direct the vote:

AQR Capital Management, LLC - 1,520,933 AQR Capital Management Holdings, LLC - 1,520,933 AQR Arbitrage, LLC - 1,520,933

(iii) Sole power to dispose or to direct the disposition of:

AQR Capital Management, LLC - 0 AQR Capital Management Holdings, LLC - 0 AQR Arbitrage, LLC - 0

(iv) Shared power to dispose or to direct the disposition of:

AQR Capital Management, LLC - 1,520,933 AQR Capital Management Holdings, LLC - 1,520,933 AQR Arbitrage, LLC - 1,520,933

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

See Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AQR Capital Management, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	02/13/2025

AQR Capital Management Holdings, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	02/13/2025

AQR Arbitrage, LLC

Signature:	Henry Parkin
Name/Title:	Authorized Signatory
Date:	02/13/2025

Exhibit Information

AQR Capital Management Holdings, LLC, AQR Capital Management, LLC, and AQR Arbitrage, LLC hereby agree that this Schedule 13G is filed on behalf of each of the parties. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC. AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

Amendment: SEC Form SCHEDULE 13G/A filed by Andretti Acquisition Corp. II