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 18, 2024

Andretti Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41218	98-1578373
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7615 Zionsville Road

Indianapolis, Indiana 46268

(Address of principal executive offices, including zip code)

(317) 872-2700

(Registrant’s telephone number, including area code)

Not Applicable

(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 communication 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(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant	WNNR.U	New York Stock Exchange
Class A ordinary shares, $0.0001 par value	WNNR	New York Stock Exchange
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	WNNR WS	New York Stock Exchange

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 18, 2024, Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”) issued a press release announcing that it plans to voluntarily delist its Class A ordinary shares and public warrants from the New York Stock Exchange and simultaneously transfer such listing to The Nasdaq Stock Market LLC (“Nasdaq”).

Following, and subject to the consummation of, the Company’s previously-announced pending business combination (the “Business Combination”) with Zapata Computing, Inc., the Company’s ordinary shares and public warrants are expected to trade on Nasdaq as common stock and public warrants under the symbols “ZPTA” and “ZPTAW,” respectively. Trading is expected to begin on Nasdaq shortly after consummation of the Business Combination. No action is required by existing Company shareholders or warrantholders with respect to the expected change in ticker symbol or exchange listing.

The Company intends to file a Form 8-A with respect to the registration of the Company’s securities on Nasdaq.

Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information that the Company currently files with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by the Company announcing the transfer to Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01.

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 the Company, 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 statement of fact or probability. Actual events and circumstances are beyond the control of the Company. These forward-looking statements 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 the Company 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 the Company, 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 performance of Zapata’s business and the timing of expected business or revenue milestones, and the effects of competition on Zapata’s business. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report. The Company anticipates that subsequent events and developments will cause the

Company’s assessments to change. Neither the Company nor Zapata undertakes or accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. These forward-looking statements should not be relied upon as representing the Company’s or Zapata’s assessments of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
99.1	Press Release, dated March 18, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	ANDRETTI ACQUISITION CORP.
Dated: March 18, 2024	By:	/s/ William M. Brown
		Name:	William M. Brown
		Title:	President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

 

Zapata AI Expected to Trade on the Nasdaq Under Ticker Symbol ZPTA

BOSTON & INDIANAPOLIS (March 18, 2024) – Andretti Acquisition Corp. (NYSE: WNNR) (“Andretti”), a publicly traded special purpose acquisition company, today announced that, upon the consummation of its previously announced proposed business combination with Zapata Computing, Inc. (“Zapata AI”), an industrial generative AI company, the combined entity is expected to list on the Nasdaq Stock Market (“Nasdaq”). The common stock and public warrants of the combined company will trade under the ticker symbols “ZPTA” and “ZPTAW”, respectively.

“Nasdaq is the most prestigious exchange in the world for high growth technology companies and burgeoning AI organizations,” said Christopher Savoie, CEO of Zapata AI. “As we embark on our next chapter as a public company, Nasdaq is the perfect fit for Zapata AI as it further validates our business model and adds an even greater level of credibility with our customer base – many of which also trade on the exchange.”

Zapata AI develops generative AI applications and provides accompanying services to solve complex industrial-scale problems faced by enterprise and government customers that have included BASF, BBVA, BP, the Defense Advanced Research Projects Agency (DARPA), Andretti Global and Sumitomo Mitsui Trust Bank. As a public company, Zapata AI will focus on fueling continued innovation, driving enterprise customer acquisition and advancing Zapata AI’s growth strategy.

Karen Snow, Global Head of Listings for Nasdaq, stated: “We are excited to welcome Zapata AI to the Nasdaq family and look forward to supporting their continued growth and success as a Nasdaq listed company."

In compliance with New York Stock Exchange (“NYSE”) rules, Andretti has notified NYSE of its plans to cease trading its Class A ordinary shares and public warrants on the NYSE, which will become effective 10 days following the date of such notice. Upon conclusion of this notice period and following the consummation of the business combination, the common stock and public warrants of the combined company will begin trading on Nasdaq. Andretti’s Class A ordinary shares, public warrants and units will continue to trade on the NYSE under the symbols “WNNR,” “WNNR WS” and “WNNR.U,” respectively, until the consummation of the business combination. No action is required by existing Andretti shareholders, unitholders or warrantholders with respect to the expected change in ticker symbol or exchange listing.

About Zapata AI

Zapata AI is an Industrial Generative AI company, revolutionizing how enterprises solve complex problems with its powerful suite of Generative AI software. By combining numerical and text-based solutions, Zapata AI empowers industrial-scale enterprises and government entities to leverage large language models and numerical generative models better, faster, and more efficiently—delivering solutions to drive growth, savings and insight. With proprietary science and engineering techniques and the Orquestra® platform, Zapata AI is accelerating Generative AI’s impact in Industry. The Company was founded in 2017 and is headquartered in Boston, Massachusetts. On September 6, 2023, Zapata AI entered into a definitive business combination agreement with Andretti Acquisition Corp. (NYSE: WNNR). For more information on Zapata AI, please visit www.zapata.ai.

About Andretti Acquisition Corp.

Andretti Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more businesses or entities. Two key members of the team are racing legends Mario and Michael Andretti. To learn more, visit https://www.andrettiacquisition.com.

Forward-Looking Statements

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “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 forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination between Zapata AI and Andretti (the “business combination”), the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the transaction, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Andretti Acquisition Corp.’s and Zapata AI’s management 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 any investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. These statements are subject to a number of risks and uncertainties regarding Zapata AI’s businesses and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, ability to meet the closing conditions to the business combination; delay in closing the business combination or failure to close the business combination within the period permitted under Andretti’s governing documents; and those factors discussed in Andretti’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2024, and other documents of Andretti Acquisition Corp. filed, or to be filed, with the SEC.

If any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Andretti Acquisition Corp. or Zapata AI presently do not know or that Andretti Acquisition Corp. or Zapata currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. While Andretti or Zapata AI may elect to update these forward-looking statements at some point in the future, Andretti or Zapata AI specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Andretti’s or Zapata AI’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts:

Zapata AI

Media: press@zapata.ai

Investors: investors@zapata.ai

Andretti Acquisition Corp.

Media: pr@andrettiacquisition.com

Investors: ir@andrettiacquisition.com

XML

Cover	Mar. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 18, 2024
Entity File Number	001-41218
Entity Registrant Name	Andretti Acquisition Corp.
Entity Central Index Key	0001843714
Entity Tax Identification Number	98-1578373
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	7615 Zionsville Road
Entity Address, City or Town	Indianapolis
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46268
City Area Code	317
Local Phone Number	872-2700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant
Trading Symbol	WNNR.U
Security Exchange Name	NYSE
Class A ordinary shares, $0.0001 par value
Title of 12(b) Security	Class A ordinary shares, $0.0001 par value
Trading Symbol	WNNR
Security Exchange Name	NYSE
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	WNNR WS
Security Exchange Name	NYSE