Zapata Computing Holdings Inc. Reports Key Corporate Events

TL;DR

Zapata Computing Holdings Inc. just filed an 8-K detailing a major acquisition, equity sales, and change of control.

AI Summary

Zapata Computing Holdings Inc. (formerly Andretti Acquisition Corp.) filed an 8-K on April 3, 2024, detailing several significant events that occurred on March 28, 2024. These include the entry into a material definitive agreement, completion of an acquisition, unregistered sales of equity securities, and changes in control of the registrant. The company also reported changes in its certifying accountant and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant corporate restructuring and potential strategic shifts for Zapata Computing Holdings Inc., impacting its control and equity structure.

Risk Assessment

Risk Level: medium — The filing involves a change of control and unregistered equity sales, which can introduce uncertainty and potential dilution for existing shareholders.

Key Players & Entities

• Zapata Computing Holdings Inc. (company) — Registrant
• Andretti Acquisition Corp. (company) — Former name of Registrant
• 0001843714 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share ZPTA The Nasdaq Stock Mar
• $11.50 — mon Stock, each at an exercise price of $11.50 per share ZPTAW The Nasdaq Stock Ma
• $10.99 — (the "Trust Account"), or approximately $10.99 per share and $66,450,985 the aggregate
• $66,450,985 — , or approximately $10.99 per share and $66,450,985 the aggregate. Certain terms used in t
• $10.00 — mmon Stock"), deemed to have a value of $10.00 per share, equal to the Per Share Prefe
• $0.01 — of Merger Sub's common stock, par value $0.01 per share issued and outstanding immedi
• $14,660,500 — egate principal and accrued interest of $14,660,500 were exchanged for 3,257,876 shares of
• $4.50 — y Common Stock at a conversion price of $4.50 per share. Following the Closing, $2,00
• $2,000,000 — $4.50 per share. Following the Closing, $2,000,000 in aggregate principal amount of Senior
• $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
• $12.00 — t-Closing share price equals or exceeds $12.00 for 20 trading days in a 30-trading day

Filing Documents

• d13242d8k.htm (8-K) — 265KB
• d13242dex31.htm (EX-3.1) — 37KB
• d13242dex32.htm (EX-3.2) — 148KB
• d13242dex104.htm (EX-10.4) — 241KB
• d13242dex105.htm (EX-10.5) — 74KB
• d13242dex106.htm (EX-10.6) — 29KB
• d13242dex107.htm (EX-10.7) — 27KB
• d13242dex108.htm (EX-10.8) — 20KB
• d13242dex109.htm (EX-10.9) — 43KB
• d13242dex1024.htm (EX-10.24) — 260KB
• d13242dex1035.htm (EX-10.35) — 50KB
• d13242dex1036.htm (EX-10.36) — 54KB
• d13242dex1037.htm (EX-10.37) — 89KB
• d13242dex161.htm (EX-16.1) — 2KB
• d13242dex211.htm (EX-21.1) — 4KB
• d13242dex991.htm (EX-99.1) — 393KB
• d13242dex992.htm (EX-99.2) — 298KB
• d13242dex993.htm (EX-99.3) — 144KB
• g13242dsp21.jpg (GRAPHIC) — 59KB
• g13242dsp22.jpg (GRAPHIC) — 41KB
• g13242dsp23.jpg (GRAPHIC) — 28KB
• g13242g0402125954635.jpg (GRAPHIC) — 4KB
• g13242g0402125954816.jpg (GRAPHIC) — 2KB
• 0001193125-24-085161.txt ( ) — 2928KB
• zpta-20240328.xsd (EX-101.SCH) — 3KB
• zpta-20240328_def.xml (EX-101.DEF) — 16KB
• zpta-20240328_lab.xml (EX-101.LAB) — 26KB
• zpta-20240328_pre.xml (EX-101.PRE) — 17KB
• d13242d8k_htm.xml (XML) — 8KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 ZAPATA COMPUTING HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-41218 98-1578373 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 Federal Street , Floor 20 Boston , MA 02110 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: ( 844 ) 492-7282 Andretti Acquisition Corp. 7615 Zionsville Road Indianapolis , Indiana 46268 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.0001 per share ZPTA The Nasdaq Stock Market LLC Public warrants, each whole warrant exercisable for one share of Common Stock, each at an exercise price of $11.50 per share ZPTAW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. INTRODUCTORY NOTE Overview On February 13, 2024, Andretti Acquisition Corp. (the "SPAC") held an extraordinary general meeting of its shareholders (the "Shareholder Meeting"), at which the SPAC shareholders considered and adopted, among other matters, a proposal to approve the previously announced business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement (the "Business Combination Agreement"), by and among the SPAC, Tigre Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of the SPAC ("Merger Sub"), and Zapata Computing, Inc., a Delaware Corporation ("Zapata"). On March 28, 2024, as previously disclosed and as contemplated by the Business Combination Agreement and described in the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the "Commission") on January 29, 2024 (the "Proxy Statement/Prospectus") in the section titled " Proposal No. 1—The Domestication Proposal " beginning on page 122 of the Proxy Statement/Prospectus, the SPAC filed an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the SPAC was domesticated and continues as a Delaware corporation (the "Domestication"), changing its name to "Zapata Computing Holdings Inc." (the "Surviving Company"). On March 28, 2024 (the "Closing Date"), the Business Combination was consummated (the "Closing"). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Zapata, with Zapata surviving the merger as a wholly owned subsidiary of the Surviving Company (the "Merger"). In connection with the Shareholder Meeting and the Merger, holders of shares of SPAC Class A ordinary shares, par value $0.0001 per share (the "SPAC Class A Common Stock") had the right to elect to redeem all or a portion of their SPAC Class A Common Stock for cash at a redemption price as calculated in accordance with the SPAC's organizational documents. At the Closing Date, holders of 6,048,595 shares of SPAC Class A Common Stock had validly elected to redeem their SPAC Class A Common Stock for a pro rata portion of the SPAC's trust account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in the SPAC's initial public offering and the sale of private placement warrants (the "Trust Account"), or approximately $10.99 per share and $66,450,985 the aggregate. Certain terms used in this Current Report on Form 8-K have t

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