United States securities and exchange commission logo





                              January 4, 2024

       William J. Sandbrook
       Co-Chief Executive Officer
       Andretti Acquisition Corp.
       7615 Zionsville Road
       Indianapolis, Indiana 46268

                                                        Re: Andretti
Acquisition Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed December 22,
2023
                                                            File No. 333-275207

       Dear William J. Sandbrook:

            We have reviewed your amended 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.
Unless we note otherwise,
       any references to prior comments are to comments in our December 14,
2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4 Filed December 22,
2023

       Risk Factors
       Sales under the Lincoln Park Purchase Agreement..., page 84

   1.                                                   Revise your disclosure
under this risk factor to specifically address the downward
                                                        pressure the equity
line financing may independently have on the trading price of your
                                                        common stock. For
example, make clear that Lincoln Park will receive shares under the
                                                        equity line financing
for up to 36 months at a discount to the then current market price (or
                                                        average of the three
lowest closing sale prices) with an incentive to sell the shares
                                                        immediately.
 William J. Sandbrook
FirstName  LastNameWilliam
Andretti Acquisition Corp. J. Sandbrook
Comapany
January    NameAndretti Acquisition Corp.
        4, 2024
January
Page 2 4, 2024 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 228

2.       Please expand the disclosure in Note (6) on page 239 and throughout
the pro forma
         disclosures regarding the Senior Secured Notes to include the debt
discount to be recorded
         of $10.9 million disclosed on page 243.
Zapata Executive Compensation, page 298

3.       Please update your executive compensation disclosure to reflect the
fiscal year ended
         December 30, 2023.
Financial Statements - Zapata Computing, Inc.
Note 15 - Subsequent Events, page F-102

4.       Please expand the disclosure to include a detailed description of the
Senior Secured Note
         Purchase Agreement entered into in December 2023.
       Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alexandra Barone at 202-551-8816 or Matthew Crispino at 202-551-3456
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Raphael M. Russo