Andretti Acquisition Corp. Signs Material Definitive Agreement

TL;DR

Andretti Acquisition Corp. signed a big deal, filed equity sales, and financial docs. Details TBD.

AI Summary

Andretti Acquisition Corp. announced on March 25, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits related to this event. The specific details of the agreement and the equity sales were not disclosed in this initial filing.

Why It Matters

This filing indicates a significant business development for Andretti Acquisition Corp., potentially involving a merger, acquisition, or other strategic transaction that could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, suggesting significant corporate activity that carries inherent business and financial risks.

Key Players & Entities

• Andretti Acquisition Corp. (company) — Registrant
• March 25, 2024 (date) — Date of earliest event reported

FAQ

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
• $10.00 — e (the "Reset Price") will initially be $10.00 per share and will be subject to reset
• $4.50 — iness Combination, to be greater of (a) $4.50 and (b) the 30-day volume weighted aver
• $7 — such VWAP Price shall be no lower than $7.50, and if it is, then $7.50), prior to
• $7.50 — no lower than $7.50, and if it is, then $7.50), prior to or no more than 60 days foll
• $2.00 — as of the Valuation Date multiplied by $2.00 per share if the amount is to be paid i
• $2.25 — as of the Valuation Date multiplied by $2.25; provided, that in certain circumstance
• $10.99 — ive a redemption price of approximately $10.99 per share. Item 3.02. Unregistered Sal

Filing Documents

• eh240461749_8k.htm (8-K) — 47KB
• eh240461749_ex1001.htm (EX-10.1) — 197KB
• eh240461749_ex1002.htm (EX-10.2) — 168KB
• 0000950142-24-000784.txt ( ) — 727KB
• wnnr-20240325.xsd (EX-101.SCH) — 4KB
• wnnr-20240325_def.xml (EX-101.DEF) — 27KB
• wnnr-20240325_lab.xml (EX-101.LAB) — 37KB
• wnnr-20240325_pre.xml (EX-101.PRE) — 25KB
• eh240461749_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Forward Purchase Agreement On March 25, 2024, Andretti Acquisition Corp. ("Andretti") and Zapata Computing, Inc. ("Zapata") entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the "Forward Purchase Agreement") with Sandia Investment Management LP, acting on behalf of certain funds (collectively, "Sandia" or the "Seller"). For purposes of the Forward Purchase Agreement, Andretti is referred to as the "Counterparty" prior to the consummation of the previously disclosed business combination between Andretti and Zapata (the "Business Combination"), while Zapata Computing Holdings Inc. is referred to as the "Counterparty" after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase Agreement, Sandia will purchase concurrently with the closing of the Business Combination pursuant to the FPA Funding Amount PIPE Subscription Agreement (as defined below), an aggregate of 1,500,000 shares of common stock, par value $0.0001 per share, of Zapata Computing Holdings Inc. ("Zapata Common Stock"), less the number of any shares of Class A ordinary shares, par value $0.0001 per share, of Andretti ("Andretti Ordinary Shares") purchased by Sandia separately from third parties through a broker in the open market ("Recycled Shares"). Sandia intends, but is not obligated, to purchase Recycled Shares from third parties (other than Andretti) through a broker in the open market (other than through Andretti). Sandia will not be required to purchase an amount of Zapata Common Stock such that, following such purchase, Sandia's ownership would exceed 9.9% of the total number of shares of Zapata Common Stock outstanding immediately after giving effect to such purchase, unless Sandia, at its sole discretion, waives such 9.9% ownership limitation.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of Counterparty that may be issued in connection with the FPA Funding Amount PIPE Subscription Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Certain statements included in this communication that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "continue," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem" "seek" "future" "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of the management of Andretti, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions, the inability of Andretti to successfully or timely consummate the Business Combination, the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Andretti, Zapata or others following the completion of the Business Combination and any definitive agreements with respect thereto; the ability to meet stock exchange listing standards following the consummation of the Business Combination; failure to realize the anticipated benefits of the Business Combination, risks related to the perf

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1* Forward Purchase Agreement 10.2* FPA Funding Amount PIPE Subscription Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 25, 2024 ANDRETTI ACQUISITION CORP. By: /s/ William M. Brown Name: William M. Brown Title: President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR