Andretti Acquisition Corp. Files 2023 10-K

TL;DR

<b>Andretti Acquisition Corp. has filed its annual 10-K report for the fiscal year ending December 31, 2023, detailing its financial structure and share information.</b>

AI Summary

Andretti Acquisition Corp. (ZPTAW) filed a Annual Report (10-K) with the SEC on March 26, 2024. Andretti Acquisition Corp. filed its 10-K for the fiscal year ending December 31, 2023. The filing details various share structures including Class A and Class B ordinary shares, founder shares, and public/private warrants. It references a reverse share split on Founder Shares and the full exercise of the underwriters' over-allotment option in January 2022. The company's business address is 7615 Zionsville Rd, Indianapolis, IN 46268, with a phone number of 312-872-2700. The filing includes information on convertible promissory notes and related valuation inputs.

Why It Matters

For investors and stakeholders tracking Andretti Acquisition Corp., this filing contains several important signals. This 10-K provides a comprehensive overview of Andretti Acquisition Corp.'s financial position and share capital structure as of year-end 2023, crucial for investors assessing the company's status. The detailed breakdown of share classes, warrants, and convertible notes offers insight into potential dilution and the company's capital raising mechanisms.

Risk Assessment

Risk Level: low — Andretti Acquisition Corp. shows low risk based on this filing. The company is a special purpose acquisition company (SPAC) and its primary activity is seeking a business combination, with no significant operational revenue or net income reported, indicating a high degree of financial uncertainty typical for its structure.

Analyst Insight

Investors should review the detailed share structure and warrant information to understand potential future dilution and the terms of any business combination.

Key Numbers

• 750,000 — Class B ordinary shares subject to forfeiture (Subject to forfeiture depending on over-allotment option exercise)
• 1,437,500 — Founder Shares surrendered (Surrendered by Sponsor for no consideration on November 17, 2021)
• 5,620,000 — Founder Shares held by Sponsor (Aggregate number held after surrender)
• 2022-01-22 — Date of full exercise of over-allotment option (Resulted in no forfeiture of Class B ordinary shares)

Key Players & Entities

• Andretti Acquisition Corp. (company) — Filer name
• 7615 ZIONSVILLE RD (address) — Business and mailing address
• INDIANAPOLIS (location) — City for business and mailing address
• IN (location) — State for business and mailing address
• 46268 (postal_code) — ZIP code for business and mailing address
• 312-872-2700 (phone_number) — Business phone number
• 2023-12-31 (date) — Fiscal year end
• 2024-03-26 (date) — Filing date

FAQ

Risk Factors

• Redemption of Public Shares [medium — financial]: The company may redeem its public shares if the share price is less than $10.25, impacting shareholder value.
• Business Combination [medium — financial]: The company's ability to complete a business combination is subject to minimum thresholds and market conditions.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K
• 2024-03-26: Filing Date — Date the 10-K was officially filed with the SEC
• 2022-01-18: IPO Date — Initial Public Offering date

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ary share, each at an exercise price of $11.50 per share WNNR WS New York Stock Ex
• $25,000 — es") for an aggregate purchase price of $25,000, or approximately $0.003 per share. On
• $0.003 — hase price of $25,000, or approximately $0.003 per share. On March 2, 2021, the Sponso
• $104.35 — ssandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25
• $86.96 — , in each case for the consideration of $86.96 (approximately $0.003 per founder share
• $10.00 — r IPO of 23,000,000 units at a price of $10.00 per unit (the "units"), which included
• $230,000,000 — per unit, generating gross proceeds of $230,000,000. Each unit consists of one of the Compa
• $1.00 — vate placement warrants") at a price of $1.00 per warrant, or $13,550,000 in the aggr
• $13,550,000 — s") at a price of $1.00 per warrant, or $13,550,000 in the aggregate. An aggregate of $235,
• $235,750,000 — 0,000 in the aggregate. An aggregate of $235,750,000 from the proceeds of the IPO and the pr
• $5,000,001 — our net tangible assets to be less than $5,000,001 (the "Redemption Limitation"). In con
• $85.13 million — on with such redemptions, approximately $85.13 million remained in the trust account as of Sep
• $1.07 billion — total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a l
• $700 million — that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year'

Filing Documents

• d68575d10k.htm (10-K) — 1388KB
• d68575dex311.htm (EX-31.1) — 7KB
• d68575dex312.htm (EX-31.2) — 7KB
• d68575dex321.htm (EX-32.1) — 4KB
• d68575dex322.htm (EX-32.2) — 4KB
• 0001193125-24-076744.txt (&nbsp;) — 5712KB
• wnnr-20231231.xsd (EX-101.SCH) — 61KB
• wnnr-20231231_cal.xml (EX-101.CAL) — 22KB
• wnnr-20231231_def.xml (EX-101.DEF) — 328KB
• wnnr-20231231_lab.xml (EX-101.LAB) — 372KB
• wnnr-20231231_pre.xml (EX-101.PRE) — 357KB
• d68575d10k_htm.xml (XML) — 527KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 50 Item 2.

Properties

Properties 50 Item 3.

Legal Proceedings

Legal Proceedings 50 Item 4. Mine Safety Disclosures 50 PART II 51 Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 51 Item 6. [Reserved] 52 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 52 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 60 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 60 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 60 Item 9A.

Controls and Procedures

Controls and Procedures 60 Item 9B. Other Information 61 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 61 PART III 62 Item 10. Directors, Executive Officers and Corporate Governance 62 Item 11.

Executive Compensation

Executive Compensation 73 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 73 Item 13. Certain Relationships and Related Transactions, and Director Independence 76 Item 14 . Principal Accountant Fees and Services 78 Item 15. Exhibits, Financial Statement Schedules 79

SIGNATURES

SIGNATURES 83 i Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the "Annual Report") includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Annual Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission ("SEC") filings. Forward-looking statements in this Annual Report may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our initial business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our init

View Full Filing

View this 10-K filing on SEC EDGAR