UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

ANDRETTI ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

ANDRETTI ACQUISITION CORP.

A Cayman Islands Exempted Company

7615 Zionsville Road

Indianapolis, Indiana 46268

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON FEBRUARY 13, 2024

TO THE SHAREHOLDERS OF ANDRETTI ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “Special Meeting”) of Andretti Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), will be held at 10:00 a.m., Eastern Time, on February 13, 2024. For the purposes of the SPAC’s amended and restated memorandum and articles of association (as amended, the “Existing Governing Documents”), the physical place of the meeting will be at the offices of Paul, Weiss, Rifkind Wharton & Garrison LLP, located at 1285 Avenue of the Americas, New York, NY 10019. The SPAC encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting www.proxydocs.com/WNNR.

In order to attend the Special Meeting by way of virtual attendance, you must register at www.proxydocs.com/WNNR. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Special Meeting and to vote and submit questions during the Special Meeting. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. On the day of the Special Meeting, February 13, 2024, shareholders may begin to log in to the Special Meeting 15 minutes prior to the Special Meeting. The Special Meeting will begin promptly at 10:00 a.m., Eastern Time.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting. If you encounter any difficulties accessing the Special Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Merger Proposal is approved and adopted, the change of the SPAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”);

Proposal No. 2 — The Charter Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Merger Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Existing Governing Documents by their deletion and substitution in their entirety with the proposed certificate of incorporation of the SPAC following the Domestication and the Merger (the “Surviving Company”), which will be adopted and effective in connection with the Domestication (the “Proposed Certificate of Incorporation”), which, if approved, would take effect substantially concurrently with the Closing (the “Charter Proposal”);

Proposal Nos. 2A through 2E — The Unbundling Precatory Proposals — to approve, by ordinary resolution under Cayman Islands law, on a non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals;

Proposal No. 2A — to increase the authorized share capital from 555,000,000 shares consisting of 500,000,000 SPAC Class A ordinary shares, par value $0.0001 per share (the “SPAC Class A Common Stock” or “Public Shares”), 50,000,000 SPAC Class B ordinary shares, par value $0.0001 per share (the “SPAC Class B Common Stock”) and 5,000,000 preference shares, par value $0.0001 per share, authorized pursuant to and having the rights and subject to the obligations of the Existing Governing Documents (the “SPAC Preferred Stock”), to authorized capital stock of shares, consisting of (i) 600,000,000 shares of common stock, par value $0.0001 per share, of the Surviving Company (the “New Company Common Stock”) (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, of the Surviving Company (the “New Company Preferred Stock”);

Proposal No. 2B — to provide that the Proposed Certificate of Incorporation may be amended, altered or repealed by the affirmative vote of holders of not less than a majority of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon, except that the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon and the affirmative vote of not less than two-thirds of the outstanding shares of each class of capital stock entitled to vote thereon as a class is required to amend or repeal the following provisions of the Proposed Certificate of Incorporation and the proposed bylaws of the Surviving Company to be adopted in connection with the Domestication (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”): (i) Section 5.2 of the Proposed Certificate of Incorporation relating to the number, election and term of the Surviving Company Board; (ii) Section 7.3 of the Proposed Certificate of Incorporation relating to actions by stockholders by written consent; (iii) Article VIII of the Proposed Certificate of Incorporation relating to the limitation of liability of directors; (iv) Article VIII of the Proposed Bylaws relating to indemnification of directors and officers; and (v) Article X of the Proposed Bylaws relating to lock-up restrictions affecting securities of the Surviving Company issued to former holders of Zapata capital stock and options.

The remaining sections of the Proposed Bylaws may be amended by either (i) an affirmative vote of a majority of the Surviving Company Board or (ii) by the affirmative vote of holders of at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote thereon; provided however, that if the Surviving Company Board recommends such amendment or repeal, such amendment would only require the affirmative vote of a majority of the then outstanding shares of New Company Common Stock;

Proposal No. 2C — to provide that (i) directors will be elected by a plurality of the votes cast in respect of the shares of New Company Common Stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors and, (ii) subject to the special rights of the holders of one or more series of New Company Preferred Stock to elect directors, any vacancy on the Surviving Company Board or newly created directorships will be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and not by stockholders. The Proposed Certificate of Incorporation also provides, for so long as the Surviving Company Board is classified and subject to the rights of holders of New Company Preferred Stock, that directors may be removed only (i) with cause and (ii) by the affirmative vote of stockholders holding at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote at an election of directors, voting together as a single class;

Proposal No. 2D — to provide that, unless the Surviving Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery will be the exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the Delaware General Corporation Law (“DGCL”). The federal district court for the District of Delaware will be the exclusive forum for suits brought for any action arising under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This exclusive forum provision will not apply to claims under the Securities Exchange Act of 1934, as amended (“Exchange Act”);

Proposal No. 2E — to eliminate various provisions in the Existing Governing Documents applicable only to blank check companies;

Proposals No. 2A through 2E are referred to herein as the “Unbundling Precatory Proposals”;

Proposal No. 3 — The Merger Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Charter Proposal are approved, the Business Combination Agreement, dated as of September 6, 2023 (as amended from time to time, the “Business Combination Agreement”), by and among the SPAC, Tigre Merger Sub, Inc., a Delaware Corporation (“Merger Sub”) and Zapata Computing, Inc., a Delaware corporation ( “Zapata”), and the transactions contemplated thereby, pursuant to which, among other things, Merger Sub will merge with and into Zapata (the “Merger”), with Zapata surviving the Merger as a wholly owned subsidiary of the SPAC (the “Merger Proposal” and, collectively, with the Domestication Proposal and the Charter Proposal (excluding the Unbundling Precatory Proposals), the “Condition Precedent Proposals”);

Proposal No. 4 — The NYSE Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal and the Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange (the “NYSE”), the issuance of New Company Common Stock pursuant to the Business Combination Agreement and the Exchange Agreements (the “NYSE Issuance Proposal”);

Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal are approved and adopted, the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan (the “2024 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex A-F (the “Equity Incentive Plan Proposal”);

Proposal No. 6 — The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, and the Equity Incentive Plan Proposal are approved and adopted, the Zapata Computing Holdings Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex A-G (the “Employee Stock Purchase Plan Proposal”);

Proposal No. 7 — The Director Election Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are approved and adopted, the election of directors to serve on the Surviving Company Board until their respective successors are duly elected and qualified (the “Director Election Proposal”);

Proposal No. 8 — The Equity Line of Credit Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal are approved and adopted, the issuance of New Company Common Stock pursuant to the Lincoln Park Purchase Agreement (as defined below) (the “Equity Line of Credit Issuance Proposal”); and

Proposal No. 9 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal would not be duly approved and adopted by the SPAC’s shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

Notwithstanding the order in which the proposals are set out herein, the board of directors of the SPAC prior to the Merger (the “SPAC Board”), may put the above proposals in such order as it may determine at the meeting.

Only holders of record of shares of SPAC Class A Common Stock and SPAC Class B Common Stock (collectively, the “SPAC Shares” or “SPAC Common Stock”) at the close of business on January 4, 2024 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

You should be aware that, in a letter dated September 25, 2023, RBC Capital Markets, LLC (“RBC”) waived the deferred portion of the underwriting fees to which RBC would otherwise have been entitled to in connection with the Merger under the underwriting agreement dated January 12, 2022, entered into at the time of the IPO. However, RBC did not waive these fees in connection with any business combination other than the Merger. RBC’s waiver was not the result of any dispute or disagreement with the SPAC, Zapata or any other potential business combination target or any of their respective affiliates. Consummation of the Merger is not contingent upon services previously provided by RBC to the SPAC.

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy statement/prospectus sections entitled “The Domestication Proposal,” “The Charter Proposal,” “The Unbundling Precatory Proposals,” “The Merger Proposal,” “The NYSE Issuance Proposal,” “The Equity Incentive Plan Proposal,” “The Employee Stock Purchase Plan Proposal” “The Director Election Proposal”, “The Equity Line of Credit Issuance Proposal” and “The Adjournment Proposal,” respectively. We refer to these proposals collectively as the “Shareholder Proposals.”

The SPAC will provide you with the proxy statement/prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read when available the proxy statement/prospectus, including the annexes, carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the SPAC Board has determined that each of the Shareholder Proposals are in the best interests of the SPAC and the holders of SPAC Class A Common Stock and holders of SPAC Class B Common Stock (the “SPAC Shareholders”) and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of the SPAC’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of the SPAC and SPAC Shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals. See the section entitled “The Merger Proposal — Interests of the SPAC’s Directors and Officers in the Merger” in the proxy statement/prospectus for a further discussion.

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Merger (as defined below). The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal. If the SPAC’s shareholders do not approve each of the Condition Precedent Proposals, the Merger may not be consummated.

Pursuant to the Existing Governing Documents, a Public Shareholder may request that the SPAC redeem all or a portion of its Public Shares (which would become shares of New Company Common Stock in the Domestication) for cash if the Merger is consummated. For the purposes of the Existing Governing Documents and the Cayman Islands Companies Act, the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in the proxy statement/prospectus relating to the Merger shall be interpreted accordingly. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) hold units and you elect to separate your units into the underlying Public Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern Time, on February 9, 2024, (a) submit a written request to Continental Transfer & Trust Company, the SPAC’s transfer agent (the “Transfer Agent”), that the SPAC redeem your Public Shares for cash and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through the Depository Trust Company (“DTC”).

Holders of units (each of which consists of one share of SPAC Class A Common Stock and one-half of one warrant to purchase one share of SPAC Class A Common Stock (the “SPAC Units”)) must elect to separate the underlying Public Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm, bank, trust company or other nominee, holders must notify their nominee that they elect to separate the units into the underlying Public Shares and SPAC Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct it to do so. The SPAC’s public shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Proposal. If the Merger is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the Transfer Agent, the SPAC will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with the SPAC’s initial public offering (the “IPO”) calculated as of two business days prior to the consummation of the Merger, including interest earned on the Trust Account and not previously released to the SPAC to pay its tax obligations, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of January 4, 2024 there was $86.3 million on deposit in the Trust Account, which would have amounted to approximately $10.93 per public share. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See “The Special Meeting — Redemption Rights” in the proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of the SPAC. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash as the SPAC does not expect to consent to such redemptions.

On September 6, 2023, the SPAC entered into a Business Combination Agreement, by and among the SPAC, Merger Sub and Zapata, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, Zapata will survive the Merger as a wholly owned subsidiary of the SPAC.

All SPAC Shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If you are a shareholder of record holding shares of SPAC Common Stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm, bank, trust company or other nominee, you must instruct your nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your nominee. If you do not vote or do not instruct your nominee how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the proxy statement/ prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares of SPAC Common Stock, please contact MacKenzie Partners, Inc. (“MacKenzie Partners”), the SPAC’s proxy solicitor, by calling toll-free (800) 322-2885.

Thank you for your participation. We look forward to your continued support.

January 29, 2024

By Order of the Board of Directors of Andretti Acquisition Corp.,

/s/ William Sandbrook

William Sandbrook

Co-Chief Executive Officer and Chairman

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE SHAREHOLDER PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF SPAC CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE MERGER IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE SPECIAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by the SPAC on January 29, 2024.

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF ANDRETTI ACQUISITION CORP.

PROSPECTUS FOR 31,535,365 SHARES OF NEW COMPANY COMMON STOCK, 25,050,000 SHARES OF NEW COMPANY COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS AND 25,050,000 NEW COMPANY WARRANTS TO PURCHASE NEW COMPANY COMMON STOCK, IN EACH CASE, FOR ANDRETTI ACQUISITION CORP.

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND RENAMING AS ZAPATA COMPUTING HOLDINGS INC. IN CONNECTION WITH THE DOMESTICATION)

The board of directors of the SPAC (the “SPAC Board”), has approved (i) the Domestication and (ii) the Business Combination Agreement, dated as of September 6, 2023 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among the SPAC, Tigre Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Zapata Computing, Inc., a Delaware corporation (“Zapata” or “Zapata AI”), a copy of which is attached to this proxy statement/prospectus as Annex A. In connection with the transactions contemplated by the Business Combination Agreement (the “Merger”), the SPAC will be renamed “Zapata Computing Holdings Inc.” and is referred to herein as the “Surviving Company” or the “Company.”

Pursuant to and by virtue of the Domestication, at the effective time of the Domestication and without any action on the part of any holder of SPAC Class A Common Stock or SPAC Class B Common Stock (each, a “SPAC Shareholder”), (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the SPAC (the “SPAC Class A Common Stock” or “Public Shares”) and each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the SPAC (the “SPAC Class B Common Stock” and, together with the SPAC Class A Common Stock, the “SPAC Common Stock”) shall be converted, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of the Surviving Company (the “New Company Common Stock”) and (ii) each warrant of the SPAC that is outstanding and exercisable for one share of SPAC Class A Common Stock at the time of the Domestication shall convert automatically into a warrant exercisable for one share of New Company Common Stock pursuant to the applicable Warrant Agreement (as defined in the Business Combination Agreement).

At the effective time of the Merger (the “Effective Time”): (i) each share of Zapata’s preferred stock, par value $0.0001 per share (the “Zapata Preferred Stock”), will be converted into the right to receive a number of newly issued shares of New Company Common Stock equal to the Per Share Preferred Stock Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement; (ii) each share of Zapata’s common stock, par value of $0.0001 (the “Zapata Common Stock”), will be converted into the right to receive a number of newly issued shares of New Company Common Stock equal to the Per Share Common Stock Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement; and (iii) each option to purchase shares of Zapata Common Stock, whether or not exercisable and whether or not vested (each, a “Zapata Option”), will automatically be converted into an option to purchase, on the same terms and conditions as were applicable to such Zapata Option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of New Company Common Stock determined in accordance with the terms of the Business Combination Agreement.

Immediately following the Closing, assuming no redemptions, 50% redemptions and maximum redemptions, the SPAC’s public shareholders (“Public Shareholders”) are expected to own approximately 24%, 13% and 0% of the voting power of, and economic interests in, the Company, respectively. Assuming no redemptions, 50% redemptions and maximum redemptions, Andretti Sponsor LLC (the “Sponsor”), Sol Verano Blocker 1 LLC (the “Sponsor Co-Investor” and together with the Sponsor, the “Sponsors”) and certain key stockholders of the Sponsor that are party to the Sponsor Support Agreement (as defined below) (“Insiders”) are expected to own approximately 17%, 20% and 18% of the voting power of, and economic interests in, the Company, respectively, on a combined basis.

As described in this proxy statement/prospectus, the SPAC’s shareholders are being asked to consider and vote upon (among other things) the Merger, the Domestication and the other proposals set forth herein.

This proxy statement/prospectus covers 31,535,365 shares of New Company Common Stock, 25,050,000 shares of New Company Common Stock issuable upon exercise of warrants and 25,050,000 warrants to purchase New Company Common Stock at an exercise price of $11.50 per share (the “New Company Public Warrants”).

The (i) SPAC’s units (as defined below), (ii) SPAC Class A Common Stock and (iii) warrants to purchase SPAC Class A Common Stock sold and issued as part of the SPAC Units in connection with the IPO (the “SPAC Public Warrants”) are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “WNNR.U,” “WNNR” and “WNNR WS,” respectively. The SPAC intends to apply for listing, to be effective at the time of the Merger, of the New Company Common Stock and New Company Public Warrants on the NYSE under the proposed symbols “ZPTA” and “ZPTA.WS,” respectively. It is a condition of the Merger that the shares of New Company Common Stock to be issued in connection with the Merger shall have been approved for listing on NYSE, subject to official notice of issuance and the requirement to have a sufficient number of round lot holders. For a discussion of risks involved if the NYSE listing application is not approved, see “Risk Factors — Risks Relating to the Merger and Ownership of the New Company Common Stock — There can be no assurance that the New Company Common Stock will be approved for listing on NYSE or that the Surviving Company will be able to comply with the continued listing standards of NYSE.”

This proxy statement/prospectus provides you with detailed information about the Merger and other matters to be considered at the extraordinary general meeting of the shareholders of the SPAC (the “Special Meeting”). We urge you to carefully read this entire document, including the annexes. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 55 of this proxy statement/prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the transactions described in this proxy statement/prospectus, passed upon the fairness of the Business Combination Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated January 29, 2024, and is first being mailed to the SPAC’s shareholders on or about January 29, 2024.

TABLE OF CONTENTS

	Page
ADDITIONAL INFORMATION		1
TRADEMARKS, TRADE NAMES AND SERVICE MARKS		1
INDUSTRY AND MARKET DATA		1
SELECTED DEFINITIONS		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		10
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		12
SUMMARY		29
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ZAPATA		48
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF ZAPATA		50
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION		52
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION		54
RISK FACTORS		55
INFORMATION ABOUT THE PARTIES TO THE MERGER		111
THE SPECIAL MEETING		114
PROPOSAL NO. 1—THE DOMESTICATION PROPOSAL		122
PROPOSAL NO. 2—THE CHARTER PROPOSAL		125
THE UNBUNDLING PRECATORY PROPOSALS		127
PROPOSAL NO. 3—THE MERGER PROPOSAL		135
PROPOSAL NO. 4—THE NYSE ISSUANCE PROPOSAL		194
PROPOSAL NO. 5—THE EQUITY INCENTIVE PLAN PROPOSAL		196
PROPOSAL NO. 6—THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL		203
PROPOSAL NO. 7—THE DIRECTOR ELECTION PROPOSAL		208
PROPOSAL NO. 8—THE EQUITY LINE OF CREDIT ISSUANCE PROPOSAL		211
PROPOSAL NO. 9—THE ADJOURNMENT PROPOSAL		215
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		216
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		228
INFORMATION ABOUT THE SPAC		248
THE SPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		257
BUSINESS OF ZAPATA		264
ZAPATA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		279
MANAGEMENT OF ZAPATA PRIOR TO THE MERGER		295

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	Page
ZAPATA EXECUTIVE COMPENSATION		299
ZAPATA DIRECTOR COMPENSATION		305
MANAGEMENT FOLLOWING THE MERGER		307
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		312
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS		321
DESCRIPTION OF THE SURVIVING COMPANY’S SECURITIES		324
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		335
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		337
APPRAISAL RIGHTS		345
SHAREHOLDER PROPOSALS AND NOMINATIONS		346
SHAREHOLDER COMMUNICATIONS		347
HOUSEHOLDING OF PROXY MATERIALS		347
LEGAL MATTERS		347
EXPERTS		347
TRANSFER AGENT AND REGISTRAR		347
WHERE YOU CAN FIND MORE INFORMATION		348
INDEX TO FINANCIAL STATEMENTS		F-1

Annex A	Business Combination Agreement	A-1
Annex A-A	Form of Certificate of Incorporation of Zapata Computing Holdings Inc.	A-A-1
Annex A-B	Form of Bylaws of Zapata Computing Holdings Inc.	A-B-1
Annex A-C-1	Form of Stockholder Support Agreement (Common Stockholders)	A-C-1-1
Annex A-C-2	Form of Stockholder Support Agreement (Preferred Stockholders)	A-C-2-1
Annex A-D	Form of Registration Rights Agreement	A-D-1
Annex A-E-1	Form of Lock-Up Agreement (Common Stockholders)	A-E-1-1
Annex A-E-2	Form of Lock-Up Agreement (Preferred Stockholders)	A-E-2-1
Annex A-F	Form of Equity Incentive Plan	A-F-1
Annex A-G	Form of Employee Stock Purchase Plan	A-G-1
Annex B	Amended and Restated Sponsor Support Agreement	B-1
Annex C	Opinion of Duff & Phelps	C-1

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ADDITIONAL INFORMATION

If you have questions about the Merger or the Special Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus or proxy card, you may contact the SPAC’s proxy solicitor listed below. You will not be charged for any of the documents you request.

MacKenzie Partners, Inc.

1407 Broadway – 27th Floor

New York, New York 10018

Call Toll-Free (800) 322-2885

E-mail: proxy@mackenziepartners.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on February 13, 2024, you must request the information no later than five business days prior to the date of the Special Meeting, by February 6, 2024.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at http://www.sec.gov.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend the use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of the SPAC by, any other companies.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which we compete as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with the SPAC or Zapata’s own internal estimates and information obtained from discussions with the SPAC and Zapata’s customers, taking into account publicly available information about other industry participants and the SPAC and Zapata’s management’s judgment where information is not publicly available. This information appears in “Business of Zapata” and other sections of this prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, and neither Zapata nor the SPAC are aware of any misstatements regarding the industry data presented herein, but such information has not been verified by any independent sources. Additionally, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the captions “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Zapata’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

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SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the term the “SPAC” refers to Andretti Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, the terms the “Surviving Company” and the “Company” refer to Andretti Acquisition Corp. following consummation of the Domestication and the Merger, in connection with which Andretti Acquisition Corp. is expected to be renamed “Zapata Computing Holdings Inc.”, and the terms “we,” “us,” and “our” refer to the SPAC prior to the consummation of the Domestication and the Merger and the Surviving Company following consummation of the Domestication and the Merger.

In this document:

“2024 ESPP” means the Zapata Computing Holdings Inc. 2024 Employee Stock Purchase Plan.

“2018 Plan” means the Zapata Computing, Inc. 2018 Stock Incentive Plan, as amended, supplemented or modified from time to time.

“ASC” means Accounting Standards Codification.

“Adjournment Proposal” means a proposal to approve by ordinary resolution the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

“Aggregate Common Stock Consideration” means a number of shares of New Company Common Stock (deemed to have a value of ten dollars ($10.00) per share) with an aggregate implied value equal to two hundred million dollars ($200,000,000) minus the aggregate implied value of the Aggregate Preferred Stock Consideration.

“Aggregate Common Stock Consideration Value” means a dollar amount equal to the product of (i) the Aggregate Common Stock Consideration multiplied by (ii) $10.00.

“Aggregate Option Exercise Price” means the aggregate of the exercise prices payable to Zapata by the holders of Zapata, excluding any Out-of-the-Money Options, upon the exercise of such Zapata Options.

“Aggregate Preferred Stock Consideration” means the sum of the Series A Aggregate Consideration, the Series B-1 Aggregate Consideration, the Series B-2 Aggregate Consideration and the Series Seed Aggregate Consideration.

“Alternative Business Combination” means any business combination other than the Proposed Transactions.

“broker non-vote” means when a SPAC Shareholder, who holds his or her shares in “street name” through a broker or other nominee, does not give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 6, 2023, by and among the SPAC, Merger Sub and Zapata, as may be amended from time to time.

“Merger Proposal” means the proposal to approve by ordinary resolution the adoption of the Business Combination Agreement and the transactions contemplated thereby, including the Merger.

“Charter Proposal” means the proposal to approve by special resolution the Existing Governing Documents being amended and restated by the deletion in their entirety, and the substitution in their place of the Proposed Certificate of Incorporation, the form of which is attached to this proxy statement/prospectus as Annex A-A.

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“Closing” means the consummation of the Merger.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Condition Precedent Proposals” means the Merger Proposal, the Domestication Proposal and the Charter Proposal.

“Confidentiality Agreement” means the confidentiality agreement dated as of March 20, 2023 between the SPAC and Zapata.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director Election Proposal” means the proposal to approve by ordinary resolution the election of directors to serve on the Surviving Company Board until their respective successors are duly elected and qualified.

“DCF” means discounted cash flow.

“Domesticated SPAC Class A Common Stock” means SPAC Class A Common Stock after the Domestication but before the Closing.

“Domestication Proposal” means the proposal to approve by special resolution, pursuant to the power contained in clause 6 of the SPAC’s amended and restated memorandum of association and in the manner required by Article 49 of the SPAC’s amended and restated articles of association, that the SPAC be registered by way of continuation and domesticated as a corporation incorporated under the laws of the State of Delaware, pursuant to Sections 206 and 207 of the Companies Act (as amended) of the Cayman Islands and the laws of the State of Delaware, including Section 388 of the DGCL.

“Domestication” means the SPAC’s transfer by way of continuation and domestication as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Companies Act.

“DTC” means Depository Trust Company.

“Effective Time” means the effective time of the Merger.

“Employee Stock Purchase Plan Proposal” means the proposal to approve by ordinary resolution the adoption of the Zapata 2024 Employee Stock Purchase Plan.

“Equity Incentive Plan Proposal” means the proposal to approve by ordinary resolution the adoption of the Zapata 2024 Equity Incentive Plan.

“Equity Line of Credit Issuance Proposal” means the proposal to approve by ordinary resolution the issuance of New Company Common Stock pursuant to the Lincoln Park Purchase Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreements” means the exchange agreements that will be entered into with each holder of Senior Secured Notes, if so requested, prior to the Closing, pursuant to which such Senior Secured Notes will be exchanged for shares of New Company Common Stock in accordance with the terms of such Exchange Agreement and as set forth in the Senior Secured Note Purchase Agreement.

“Existing Governing Documents” means the SPAC’s amended and restated memorandum and articles of association in effect prior to the Domestication.

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“GAAP” means United States generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Insiders” means the Sponsor, the Sponsor Co-Investor and certain key stockholders of the Sponsor that are party to the Sponsor Support Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means the SPAC’s initial public offering of units, consummated on January 18, 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Zapata Stockholders” mean certain stockholders of Zapata who collectively hold a Requisite Majority of the outstanding voting power of Zapata Capital Stock.

“Lincoln Park” means Lincoln Park Capital Fund, LLC.

“Lincoln Park Purchase Agreement” means that certain Purchase Agreement, dated December 19, 2023, by and among the SPAC, Zapata, and Lincoln Park.

“Lincoln Park Registration Rights Agreement” means that certain Registration Rights, dated December 19, 2023, by and among the SPAC, Zapata, and Lincoln Park.

“Lock-up Agreements” means the lock-up agreements among the SPAC and certain stockholders of Zapata, which will become effective upon the consummation of the Merger.

“MacKenzie Partners” means MacKenzie Partners, Inc.

“Merger” means the merger of Merger Sub with and into Zapata with Zapata surviving the Merger as a wholly owned subsidiary of the Surviving Company as contemplated by the Business Combination Agreement.

“Merger Sub” means Tigre Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of the SPAC.

“New Company Common Stock” means the common stock of the Surviving Company, par value $0.0001 per share, which initially will be the shares issued in respect of the SPAC Class A Common Stock and the SPAC Class B Common Stock, as well as the shares issued to the stockholders of Zapata under the Business Combination Agreement. The New Company Common Stock is expected to be listed on NYSE under the symbol “ZPTA.”

“New Company Preferred Stock” means the preferred stock of the Surviving Company, par value $0.0001 per share.

“New Company Private Warrants” means the warrants to purchase New Company Common Stock at an exercise price of $11.50 per share to be held by the Sponsor and the Sponsor Co-Investor following the Closing, which initially will be the warrants issued in respect of the SPAC Private Warrants.

“New Company Public Warrants” means warrants to purchase New Company Common Stock at an exercise price of $11.50 per share, which initially will be the warrants issued in respect of the SPAC Public Warrants, which are expected to be listed on NYSE under the ticker symbol “ZPTA.WS.”

“New Company Securities” means, collectively, the New Company Common Stock, New Company Preferred Stock and New Company Warrants.

“New Company Warrants” means the New Company Private Warrants and the New Company Public Warrants.

“NYSE” means the New York Stock Exchange.

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“NYSE Issuance Proposal” means the proposal to approve by ordinary resolution the issuance of New Company Common Stock to the Zapata stockholders in the Merger pursuant to the Business Combination Agreement and the Exchange Agreements.

“PCAOB” means the Public Company Accounting Oversight Board.

“PCAOB Financials” means (a) the audited consolidated balance sheet of Zapata as of December 31, 2021, and the related audited consolidated statements of operations and comprehensive loss, cash flows and convertible preferred stock and stockholders’ deficit of Zapata for such year, each audited in accordance with the auditing standards of the PCAOB, (b) the audited consolidated balance sheet of Zapata as of December 31, 2022, and the related audited consolidated statements of operations and comprehensive loss, cash flows and convertible preferred stock and stockholders’ deficit of Zapata for such year, each audited in accordance with the auditing standards of the PCAOB and (c) the unaudited condensed consolidated balance sheet of Zapata as of June 30, 2023, and the related unaudited condensed consolidated statements of operations and comprehensive loss, cash flows and convertible preferred stock and stockholders’ deficit of Zapata for the six-month period then ended.

“Per Share Common Stock Consideration” means the quotient of (i) the Per Share Common Stock Consideration Value divided by (ii) $10.00.

“Per Share Common Stock Consideration Value” means the quotient of (i) the sum of (A) the Aggregate Common Stock Consideration Value plus (B) the Aggregate Option Exercise Price, divided by (ii) the sum of (A) the aggregate number of shares of Zapata Common Stock issued and outstanding immediately before the Effective Time plus (B) the aggregate number of shares of Zapata Common Stock issuable upon the exercise in full of Zapata Options. If this calculation results in a Per Share Common Stock Consideration Value less than the exercise price of any of the Zapata Options (any such Company Options with an exercise price in excess of the initial calculation of the Per Share Common Stock Consideration Value, the “Out-of-the-Money Options”), then the same calculation should be repeated as necessary, but including only those Zapata Option with exercise prices less than the Per Share Common Stock Consideration Value produced in the prior calculation (and only including the aggregate exercise prices of such Company Options in the calculation of the Aggregate Option Exercise Price, as applicable), until there are no Zapata Option with an exercise price greater than the Per Share Common Stock Consideration Value calculated, and the result of such final calculation shall be the Per Share Common Stock Consideration Value.

“Per Share Preferred Stock Consideration” means, with respect to a share of any series of Zapata Preferred Stock, the Series A Per Share Consideration, the Series B-1 Per Share Consideration, the Series B-2 Per Share Consideration and the Series Seed Per Share Consideration (as defined in the Business Combination Agreement), as applicable.

“PFIC” means passive foreign investment company, as defined in the Code.

“Proposed Bylaws” means the proposed bylaws of the Surviving Company to be adopted in connection with the Domestication, the form of which is attached to this proxy statement/prospectus as Annex A-B.

“Proposed Certificate of Incorporation” means the proposed certificate of incorporation of the Surviving Company, which will be adopted and effective in connection with the Domestication, the form of which is attached to this proxy statement/prospectus as Annex A-A.

“Proposed Governing Documents” means the Proposed Certificate of Incorporation and the Proposed Bylaws.

“Proposed Transactions” means the Merger and other proposed transactions contemplated by the Business Combination Agreement.

“prospectus” means the prospectus included in the Registration Statement.

“Public Shareholders” means the holders of SPAC Class A Common Stock.

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“Public Shares” means SPAC Class A Common Stock issued as part of the SPAC Units sold in the IPO.

“RBC” means RBC Capital Markets, LLC.

“Registration Statement” means the registration statement on Form S-4 (Registration No. 333-275207) of which this prospectus forms a part.

“Requisite Majority” means (i) the holders of at least a majority of the voting power of the outstanding shares of Zapata Common Stock and Zapata Preferred Stock, consenting or voting (as the case may be) together on an “as-converted”-to-common-stock basis (as required pursuant to Section 251 of the DGCL), (ii) the holders of at least a majority of the outstanding shares of Zapata Preferred Stock, consenting or voting (as the case may be) separately as a single class on an “as-converted”-to-common-stock basis, and (iii) the holders of at least a majority of the outstanding shares of the Zapata Series B Preferred Stock, consenting or voting (as the case may be) separately as a class.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Senior Note Purchase Agreement” means that certain Senior Note Purchase Agreement, dated June 13, 2023, between Zapata and the persons party thereto.

“Senior Secured Note Purchase Agreement” means that certain Senior Secured Note Purchase Agreement, dated December 15, 2023, between Zapata and the persons who are or become party thereto.

“Senior Notes” means the senior promissory notes issued or to be issued by Zapata pursuant to the Senior Note Purchase Agreement on or before the Closing Date.

“Senior Secured Notes” means the senior secured promissory notes issued or to be issued by Zapata pursuant to the Senior Secured Note Purchase Agreement on or before the Closing Date.

“Series A Aggregate Consideration” means a number of shares of New Company Common Stock (deemed to have a value of ten dollars ($10.00) per share) with an aggregate implied value equal to the product of the applicable Liquidation Amount (as defined in Zapata’s charter) multiplied by the number of shares of Zapata Series A Preferred Stock outstanding immediately prior to the Effective Time.

“Series A Per Share Consideration” means the Series A Aggregate Consideration divided by the number of shares of Zapata Series A Preferred Stock outstanding immediately prior to the Effective Time.

“Series B-1 Aggregate Consideration” means a number of shares of Company Common Stock (deemed to have a value of ten dollars ($10.00) per share) with an aggregate implied value equal to the product of the applicable Liquidation Amount (as defined in the Zapata’s charter) multiplied by the number of shares of Company Series B-1 Preferred Stock outstanding immediately prior to the Effective Time.

“Series B-1 Per Share Consideration” means the Series B-1 Aggregate Consideration divided by the number of shares of Zapata Series B-1 Preferred Stock outstanding immediately prior to the Effective Time.

“Series B-2 Aggregate Consideration” means a number of shares of New Company Common Stock (deemed to have a value of ten dollars ($10.00) per share) with an aggregate implied value equal to the product of the Liquidation Amount (as defined in the Zapata’s charter) multiplied by the number of shares of Company Series B-2 Preferred Stock outstanding immediately prior to the Effective Time.

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“Series B-2 Per Share Consideration” means the Series B-2 Aggregate Consideration divided by the number of shares of Zapata Series B-2 Preferred Stock outstanding immediately prior to the Effective Time.

“Shareholder Proposals” means, collectively, the Domestication Proposal, the Charter Proposal, the Unbundling Precatory Proposals, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal and the Adjournment Proposal.

“SPAC” means Andretti Acquisition Corp., a Cayman Islands exempted company (which is expected to transfer by way of continuation and domesticate as a Delaware corporation in accordance with the Business Combination Agreement).

“SPAC Board” means the board of directors of the SPAC, prior to the Merger.

“SPAC Class A Common Stock” means the SPAC’s Class A ordinary shares, par value $0.0001 per share, as in effect immediately prior to the Domestication.

“SPAC Class B Common Stock” means the SPAC’s Class B ordinary shares, par value $0.0001 per share, as in effect immediately prior to the Domestication.

“SPAC Common Stock” means the SPAC Class A Common Stock and the SPAC Class B Common Stock.

“SPAC Initial Shareholders” means the Sponsor, the Sponsor Co-Investor and the SPAC’s officers and directors.

“SPAC Preferred Stock” means the 5,000,000 preference shares, par value $0.0001 per share, authorized pursuant to and having the rights and subject to the obligations of the Existing Governing Documents.

“SPAC Private Warrant Agreement” means the Private Warrant Agreement dated as of January 12, 2022, by and between the SPAC and Continental Stock Transfer & Trust Company, as may be amended from time to time, governing the SPAC Private Warrants.

“SPAC Private Warrants” means the 13,550,000 warrants sold to the Sponsor and the Sponsor Co-Investor pursuant to a private placement warrant purchase agreement in connection with the IPO, with each warrant exercisable for one share of SPAC Class A Common Stock at an exercise price of $11.50.

“SPAC Public Warrant Agreement” means the Public Warrant Agreement dated as of January 12, 2022, by and between the SPAC and Continental Stock Transfer & Trust Company, as may be amended from time to time, governing the SPAC Public Warrants.

“SPAC Public Warrants” means the whole redeemable warrants to purchase 11,500,000 SPAC Class A Common Stock sold and issued as part of the SPAC Units in connection with the IPO, with each whole warrant entitling the holder thereto to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share.

“SPAC Securities” means, collectively, the SPAC Common Stock, SPAC Units and SPAC Warrants.

“SPAC Shareholders” means the holders of SPAC Class A Common Stock and holders of SPAC Class B Common Stock.

“SPAC Unit” means one share of SPAC Class A Common Stock and one-half of one warrant to purchase one share of SPAC Class A Common Stock.

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“SPAC Warrant Agreements” means the SPAC Private Warrant Agreement and the SPAC Public Warrant Agreement.

“SPAC Warrants” means the SPAC Public Warrants and the SPAC Private Warrants.

“Special Meeting” means the extraordinary general meeting of the SPAC Shareholders that is the subject of this proxy statement/prospectus.

“Sponsor” means Andretti Sponsor LLC, a Delaware limited liability company.

“Sponsor Co-Investor” means SOL Verano Blocker 1 LLC, a Delaware limited liability company.

“Sponsor Shares” means the 4,745,000 shares of SPAC Class B Common Stock owned by the Sponsor and the Sponsor Co-Investor.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated September 6, 2023, among the SPAC, the Sponsor, the Sponsor Co-Investor, certain members of the SPAC Board, certain members of SPAC management and Zapata, as amended and restated.

“Sponsors” means the Sponsor and the Sponsor Co-Investor.

“Stockholder Support Agreements” means those certain support agreements, dated as of the date of the signing of the Business Combination Agreement, by and among the SPAC, Merger Sub, the Key Zapata Stockholders, and Zapata.

“Surviving Company” means Andretti Acquisition Corp. following consummation of the Domestication and the Merger, in connection with which Andretti Acquisition Corp. is expected to be renamed “Zapata Computing Holdings Inc.”

“Surviving Company Board” means the board of directors of the Surviving Company.

“Termination Fee” means the sum of $1,000,000, plus the aggregate amount of all documented and out-of-pocket fees, costs, charges and expenses reasonably incurred by SPAC or the Sponsor in connection with the Proposed Transactions from the date of the Business Combination Agreement up to and including the date of termination; provided, that the Termination Fee shall under no circumstances exceed $5,000,000 in the aggregate.

“Transfer Agent” means Continental Transfer & Trust Company.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the SPAC Private Warrants.

“Underwriting Agreement” means that certain underwriting agreement, dated January 12, 2022, between the SPAC and RBC.

“Zapata” or “Zapata AI” means Zapata Computing, Inc., a Delaware corporation, prior to the completion of the Merger.

“Zapata Board” means the board of directors of Zapata prior to the consummation of the Merger.

“Zapata Board Recommendation” means the Zapata Board’s recommendation to the Zapata Stockholders that they approve and adopt the Business Combination Agreement and the Proposed Transactions.

8

“Zapata Capital Stock” refers to the Zapata Common Stock and the Zapata Preferred Stock.

“Zapata Common Stock” means Zapata’s common stock, par value $0.0001 per share, each having one vote per share.

“Zapata Options” means all options to purchase outstanding shares of Zapata Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the 2018 Plan or otherwise.

“Zapata Preferred Stock” means the Zapata Series Seed Preferred Stock, Zapata Series A Preferred Stock, Zapata Series B-1 Preferred Stock and Zapata Series B-2 Preferred Stock.

“Zapata Requisite Approval” means the written consent or affirmative vote of the Requisite Majority in favor of the adoption and approval of the Business Combination Agreement, the Merger and the other Proposed Transactions.

“Zapata Series A Preferred Stock” means Zapata’s Series A Preferred Stock, par value $0.0001 per share.

“Zapata Series B Preferred Stock” means the Zapata Series B-1 Preferred Stock and the Zapata Series B-2 Preferred Stock.

“Zapata Series B-1 Preferred Stock” means Zapata’s Series B-1 Preferred Stock, par value $0.0001 per share.

“Zapata Series B-2 Preferred Stock” means Zapata’s Series B-2 Preferred Stock, par value $0.0001 per share.

“Zapata Series Seed Preferred Stock” means Zapata’s Series Seed Preferred Stock, par value $0.0001 per share.

The unaudited pro forma condensed combined financial information of the Surviving Company presented in this proxy statement/prospectus has been derived by applying the pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” to the historical consolidated financial statements of Zapata included elsewhere in this proxy statement/prospectus. These pro forma adjustments give effect to the Merger and the other pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” as if they had occurred on January 1, 2022, in the case of the unaudited pro forma condensed combined statements of operations, and as if they had occurred on September 30, 2023, in the case of the unaudited pro forma condensed combined balance sheet. The unaudited pro forma condensed combined financial information has been prepared using, and should be read in conjunction with, the historical financial statements of the SPAC and Zapata and related notes thereto included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

All financial statements presented in this proxy statement/prospectus have been prepared in accordance with generally accepted accounting principles in GAAP and, unless otherwise noted, are presented in U.S. dollars.

Certain monetary amounts, percentages and other figures included elsewhere in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this proxy statement/prospectus are “forward looking statements.” Statements regarding the potential combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “suggests,” “projects,” “forecasts,” “seeks,” “plans,” “possible,” “potential,” “aims,” “intends,” “believes,” “seeks,” “may,” “might,” “will,” “would,” “should,” “could,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

• our ability to complete the Merger;

• satisfaction or waiver of the conditions to the Merger including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals necessary to consummate the Merger being obtained;

• the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement, including the outcome of any legal proceedings that may be instituted against the SPAC and Zapata following the announcement of the Merger and the transactions contemplated therein;

• the projected financial information, anticipated growth rate and market opportunity of the Surviving Company;

• the anticipated continued interest and growth of the generative AI industry;

• the ability to obtain and/or maintain the listing of the New Company Common Stock on NYSE, and the potential liquidity and trading of such securities;

• the risk that the proposed Merger disrupts current plans and operations of Zapata as a result of the announcement and consummation of the proposed Merger;

• the Surviving Company’s ability to maintain its existing relationships with customers and partners, build and maintain relationships with new customers and partners, and to compete with existing and new competitors in existing and new markets and offerings;

• risks that Zapata’s IP will not provide the desired competitive advantage;

• various conflicts of interest that could arise among us, our funds, affiliates, investors and partner managers;

• unanticipated costs related to the transaction and the potential failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions;

• our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Merger;

• the Surviving Company’s ability to retain existing employees and attract and retain new employees with sufficient expertise in algorithm development, product development, software engineering and support services;

• our directors and officers having conflicts of interest with our business or in approving the Merger, as a result of which they would receive compensation;

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• intense competition and competitive pressures from other companies in the industry in which the Surviving Company will operate;

• factors relating to the business, operations and financial performance of the Surviving Company, including market conditions and global and economic factors beyond the Surviving Company’s control;

• costs related to the Merger;

• our ability to raise financing in connection with the Merger and in the future, when needed;

• our ability to achieve or maintain profitability;

• the sufficiency of the Surviving Company’s cash, cash equivalents and investments to meet its liquidity needs;

• the effect of legal, tax and regulatory changes; and

• other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before you grant your proxy or instruct how your vote should be cast or vote on the Shareholder Proposals, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect the SPAC, Zapata, or, immediately following the consummation of the Merger, the Surviving Company.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the Merger and the shareholder meeting. We urge you to read carefully the remainder of this proxy statement/ prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

Questions and Answers about the Merger

Q: WHAT IS THE MERGER?

A: On September 6, 2023 the SPAC entered into a Business Combination Agreement with Merger Sub and Zapata, pursuant to which, among other things and subject to the terms and conditions contained in the Business Combination Agreement, a business combination between SPAC and Zapata will be effected through the Merger, with Zapata surviving the Merger as a wholly owned subsidiary of SPAC as the Surviving Company.

Immediately prior to the Closing, and subject to the terms and conditions, of the Business Combination Agreement, the Domestication will occur in accordance with Section 388 of the DGCL and Part XII of the Companies Act, changing its name to “Zapata Computing Holdings Inc.” Pursuant to and by virtue of the Domestication, at the effective time of the Domestication and without any action on the part of any SPAC shareholder, (i) each issued and outstanding share of SPAC Class A Common Stock and each issued and outstanding share SPAC Class B Common Stock shall be converted, on a one-for-one basis, into one share of common stock, par value $0.0001 per share of New Company Common Stock and (ii) each warrant of the SPAC that is outstanding at the time of the Domestication and exercisable for one share of the SPAC Class A Common Stock shall convert automatically into a warrant exercisable for one share of New Company Common Stock pursuant to the applicable SPAC Warrant Agreement.

At the Effective Time: (i) each share of Zapata Preferred Stock will be converted into the right to receive a number of newly issued shares of New Company Common Stock equal to the Per Share Preferred Stock Consideration in accordance with the terms of the Business Combination Agreement; (ii) each share of Zapata Common Stock will be converted into the right to receive a number of newly issued shares of New Company Common Stock equal to the Per Share Common Stock Consideration in accordance with the terms of the Business Combination Agreement; and (iii) each Zapata Option will automatically be converted into an option to purchase, on the same terms and conditions as were applicable to such Zapata Option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of New Company Common Stock determined in accordance with the terms of the Business Combination Agreement.

The aggregate value of the consideration that the holders of Zapata’s securities collectively shall be entitled to receive from SPAC in connection with the Merger shall not exceed $200,000,000 (calculated with each share of New Company Common Stock deemed to have a value of $10 per share).

Q: WHY AM I RECEIVING THIS DOCUMENT?

A: The SPAC is sending this proxy statement/prospectus to SPAC Shareholders to help them decide how to vote their shares of SPAC Common Stock with respect to the matters to be considered at the Special Meeting.

The Merger cannot be completed unless the SPAC Shareholders approve the Condition Precedent Proposals set forth in this proxy statement/ prospectus for their approval. Information about the Special Meeting, the Merger and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.

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This document constitutes a proxy statement of the SPAC and a prospectus of the SPAC. It is a proxy statement because the SPAC Board is soliciting proxies using this proxy statement/prospectus from SPAC Shareholders. It is a prospectus because the SPAC, in connection with the Merger, is offering shares of New Company Common Stock and New Company Warrants. See “Proposal No. 3 — The Merger Proposal — The Business Combination Agreement — Consideration to be Received in the Merger.”

Q: WHAT WILL THE SPAC SHAREHOLDERS OWN AS A RESULT OF THE MERGER?

A: Following the completion of the Merger, the existing shareholders of the SPAC will own shares of New Company Common Stock and, if applicable, New Company Warrants. For more information about what the existing shareholders of the SPAC will own following the Merger, see “Security Ownership of Certain Beneficial Owners and Management.”

Q: WHAT WILL ZAPATA EQUITYHOLDERS RECEIVE IN THE MERGER?

A: Following completion of the Merger, each Zapata equityholder will receive shares of New Company Common Stock and, if applicable, New Company Options. For more information about what the Zapata equityholders will own following the Merger, see “Security Ownership of Certain Beneficial Owners and Management.”

Q: WHAT EQUITY STAKE WILL CURRENT SPAC EQUITYHOLDERS AND ZAPATA EQUITYHOLDERS HOLD IN THE SURVIVING COMPANY IMMEDIATELY AFTER THE CONSUMMATION OF THE MERGER?

A: It is anticipated that, immediately upon completion of the Merger, the combined voting power of the Surviving Company will be as shown below. See “Security Ownership of Certain Beneficial Owners and Management” for additional information.

	Pro Forma Combined Share Ownership in Zapata Computing Holdings Inc.(1)
	Assuming No Redemptions(2)					Assuming 50% Redemption(3)					Assuming Maximum Redemptions(4)
	Shares		Percentage			Shares		Percentages			Shares		Percentage
Current Zapata stockholders		17,584,918		53	%		17,584,918		60	%		17,584,918		73	%
Current Public Shareholders		7,894,801		24	%		3,947,401		13	%		—		—
Sponsors and Insiders(5)		5,750,000		17	%		5,750,000		20	%		4,326,500		18	%
Senior Secured Note holders(6)		2,040,539		6	%		2,040,539		7	%		2,040,539		9	%
Total Shares of New Company Common Stock(7)		33,270,258		100	%		29,322,858		100	%		23,951,957		100	%

(1) Calculated as of September 30, 2023, subject to the notes below.

(2) This scenario assumes that no shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(3) This scenario assumes that 3,947,400 shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(4) This scenario assumes that all 7,894,801 outstanding shares of SPAC Class A Common Stock are redeemed by Public Shareholder, after taking into account shares redeemed by Public Shareholder in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(5) Amount presented in the Assuming Maximum Redemptions scenario represents 5,750,000 shares of New Company Common Stock converted from SPAC Class B Common Stock less 1,423,500 shares of New Company Common Stock that are unvested pursuant to the Sponsor Support Agreement as the result of Closing Available Cash of less than $10.0 million, which are subject to forfeiture if certain conditions are not met. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — Description of the Merger — Sponsor Founder Shares.”

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(6) Represents the maximum number of shares of New Company Common Stock that may be issued to holders of the Senior Secured Notes at the closing of the Merger. In December 2023, Zapata agreed to issue and sell up to an aggregate principal amount of $14.4 million of Senior Secured Notes, exclusive of any Senior Secured Notes issued in exchange for existing Senior Notes. In connection with the issuance of the Senior Secured Notes, all of the outstanding principal and accrued interest then-outstanding under the Senior Notes was converted into the Senior Secured Notes. The Senior Secured Notes are convertible at the option of the holder and in connection with the Merger, at a conversion price (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) of (x) $4.50 per share at the closing of the Merger or (y) $8.50 per share at any time after the closing of the Merger. Zapata has estimated the debt discount of $13.1 million associated with the Senior Secured Notes, which has been calculated by multiplying the shares of New Company Common Stock issuable in connection with the conversion by the difference between the conversion price of $4.50 per share at Closing and the closing share price of SPAC Class A Common Stock as of January 4, 2024 of $10.90. The holders of the Senior Secured Notes include certain Insiders of the SPAC. See “Certain Relationships and Related Party Transactions – The SPAC Related Person Transactions – Senior Notes and Senior Secured Notes”.

(7) Excludes Commitment Shares (as defined below) and any other shares of New Company Common Stock issuable to Lincoln Park pursuant to the Lincoln Park Purchase Agreement (as defined below). The number of shares of New Company Common Stock ultimately issuable to Lincoln Park will include $562,500 that shall be paid through the issuance of shares of New Company Common Stock on the business day prior to the filing of the Lincoln Park Registration Statement and will depend on, among other things, the Surviving Company’s election to pay all or a portion of the remaining $1,125,000 amount of the Commitment Fee (as defined below) in either cash or shares of New Company Common Stock and the extent of sales by the Surviving Company to Lincoln Park. Sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of New Company Common Stock. See “Proposal No. 8 – The Equity Line of Credit Issuance Proposal”.

The table set forth above does not take into account warrants to purchase shares of SPAC Class A Common Stock that will remain outstanding immediately following the Merger. The SPAC Public Warrants and SPAC Private Placement Warrants will become exercisable 30 days after the completion of the Merger and will expire five years after the completion of the Merger or earlier upon their redemption or liquidation. If we assume that all outstanding 11,500,000 SPAC Public Warrants and 13,550,000 SPAC Private Placement Warrants were exercisable and exercised following completion of the Merger (and each other assumption applicable to the table set forth above remains the same), then the combined voting power of the SPAC and combined economic interest in the SPAC and Zapata will be as shown below:

	Pro Forma Combined Share Ownership in Zapata Computing Holdings Inc.(1)
	Assuming No Redemptions(2)					Assuming 50% Redemption(3)					Assuming Maximum Redemptions(4)
	Shares		Percentage			Shares		Percentages			Shares		Percentage
Current Zapata stockholders		17,584,918		30	%		17,584,918		32	%		17,584,918		36	%
Current Public Shareholders		7,894,801		14	%		3,947,401		7	%		—		—
Sponsors and Insiders(5)		5,750,000		10	%		5,750,000		11	%		4,326,500		9	%
Senior Secured Note holders(6)		2,040,539		3	%		2,040,539		4	%		2,040,539		4	%
SPAC Private Placement Warrant holders(7)		13,550,000		23	%		13,550,000		25	%		13,550,000		28	%
SPAC Public Warrant holders(8)		11,500,000		20	%		11,500,000		21	%		11,500,000		23	%
Total Shares of New Company Common Stock(9)		58,320,258		100	%		54,372,858		100	%		49,001,957		100	%

(1) Calculated as of September 30, 2023, subject to the notes below.

(2) This scenario assumes that no shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(3) This scenario assumes that 3,947,400 shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(4) This scenario assumes that all 7,894,801 outstanding shares of SPAC Class A Common Stock are redeemed by Public Shareholder, after taking into account shares redeemed by Public Shareholder in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(5) Amount presented in the Assuming Maximum Redemptions scenario represents 5,750,000 shares of New Company Common Stock converted from SPAC Class B Common Stock less 1,423,500 shares of New Company Common Stock that are unvested pursuant to the Sponsor Support Agreement as the result of Closing Available Cash of less than $10.0 million, which are subject to forfeiture if certain conditions are not met. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — Description of the Merger — Sponsor Founder Shares.”

(6) Represents the maximum number of shares of New Company Common Stock that may be issued to holders of the Senior Secured Notes at the closing of the Merger. In December 2023, Zapata agreed to issue and sell up to an aggregate principal amount of $14.4 million of Senior Secured Notes, exclusive of any Senior Secured Notes issued in exchange for existing Senior Notes. In connection with the issuance of the Senior Secured Notes, all of the outstanding principal and accrued interest then-

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outstanding under the Senior Notes was converted into the Senior Secured Notes. The Senior Secured Notes are convertible at the option of the holder and in connection with the Merger, at a conversion price (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) of (x) $4.50 per share at the closing of the Merger or (y) $8.50 per share at any time after the closing of the Merger. Zapata has estimated the debt discount of $13.1 million associated with the Senior Secured Notes, which has been calculated by multiplying shares of New Company Common Stock issuable in connection with the conversion by the difference between the conversion price of $4.50 per share at Closing and the closing share price of SPAC Class A Common Stock as of January 4, 2024 of $10.90. The holders of the Senior Secured Notes include certain Insiders of the SPAC. See “Certain Relationships and Related Party Transactions – The SPAC Related Person Transactions – Senior Notes and Senior Secured Notes”.

(7) Represents shares of New Company Common Stock issuable upon exercise of the SPAC Private Placement Warrants.

(8) Represents shares of New Company Common Stock issuable upon exercise of the SPAC Public Warrants.

(9) Excludes Commitment Shares and any other shares of New Company Common Stock issuable to Lincoln Park pursuant to the Lincoln Park Purchase Agreement. The number of shares of New Company Common Stock ultimately issuable to Lincoln Park include $562,500 that shall be paid through the issuance of shares of New Company Common Stock on the business day prior to the filing of the Lincoln Park Registration Statement and will depend on, among other things, the Surviving Company’s election to pay all or a portion of the remaining $1,125,000 amount of the Commitment Fee in either cash or shares of New Company Common Stock and the extent of sales by the Surviving Company to Lincoln Park. Sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of New Company Common Stock. See “Proposal No. 8 - The Equity Line of Credit Issuance Proposal”.

In addition to the changes in percentage ownerships depicted above, variation in the levels of redemption

will impact the dilutive effect of certain equity issuances related to the Merger, which would not otherwise be

present in an underwritten public offering. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders. See the section titled “Risk Factors” as to the number of public shares that will be redeemed and the potential impact to public stockholders who do not elect to redeem their public shares.

	Assuming No Redemptions(1)				Assuming 50% Redemption(2)				Assuming Maximum Redemptions(3)
	Number of Shares		Net Cash per Share		Number of Shares		Net Cash per Share		Number of Shares			Value per Share
Base Scenario(4)		33,270,258	$	2.08		29,322,858	$	0.90		23,951,957	(5)		NM
Excluding Sponsors and Insiders (6)		27,520,258	$	2.51		23,572,858	$	1.12		19,625,457			NM
Exercising SPAC Public Warrants(7)(8)		44,770,258	$	1.54		40,822,858	$	0.65		35,451,957			NM
Exercising SPAC Private Warrants(8)(9)		46,820,258	$	1.47		42,872,858	$	0.62		37,501,957			NM
Exercising Public and Private Warrants(8)(10)		58,320,258	$	1.18		54,372,858	$	0.49		49,001,957			NM

NM = not meaningful

(1) This scenario assumes that no shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(2) This scenario assumes that 3,947,400 shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(3) This scenario assumes that all 7,894,801 outstanding shares of SPAC Class A Common Stock are redeemed by Public Shareholder, after taking into account shares redeemed by Public Shareholder in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.”

(4) Represents (a) the 17,584,918 shares of New Company Common Stock that would be issued in connection with the Merger, (b) the conversion of 5,750,000 shares of Class B Common Stock held by Sponsors and Insiders (c) the Public Shares, less any redemptions described above and (d) the maximum number of shares of New Company Common Stock that may be issued to holders of the Senior Secured Notes at the closing of the Merger, at a conversion price of $4.50 per share (“Base Scenario”).

Excludes Commitment Shares and any other shares of New Company Common Stock issuable to Lincoln Park pursuant to the Lincoln Park Purchase Agreement. The number of shares of New Company Common Stock ultimately issuable to Lincoln Park will include $562,500 that shall be paid through the issuance of shares of

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New Company Common Stock on the business day prior to the filing of the Lincoln Park Registration Statement and will depend on, among other things, the Surviving Company’s election to pay all or a portion of the remaining $1,125,000 amount of the Commitment Fee in either cash or shares of New Company Common Stock and the extent of sales by the Surviving Company to Lincoln Park. Sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of New Company Common Stock. See “Proposal No. 8—The Equity Line of Credit Issuance Proposal”.

(5) Amount presented in the Assuming Maximum Redemptions scenario includes 5,750,000 shares of New Company Common Stock converted from SPAC Class B Common Stock less 1,423,500 shares of New Company Common Stock that are unvested pursuant to the Sponsor Support Agreement as the result of Closing Available Cash of less than $10.0 million, which are subject to forfeiture if certain conditions are not met. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — Description of the Merger — Sponsor Founder Shares.”

(6) Represents the Base Scenario excluding the 5,750,000 shares of New Company Common Stock converted from SPAC Class B Common Stock by Sponsors and Insiders.

(7) Represents the Base Scenario plus the full exercise of the SPAC Public Warrants.

(8) Analysis does not account for exercise prices to be paid in connection with the exercise of warrants.

(9) Represents the Base Scenario plus the full exercise of the SPAC Private Warrants.

(10) Represents the Base Scenario plus the full exercise of the SPAC Public Warrants and the SPAC Private Warrants

Q: WHEN WILL THE MERGER BE COMPLETED?

A: The parties currently expect that the Merger will be completed in the first quarter of 2024. However, neither the SPAC nor Zapata can assure you of when or if the Merger will be completed, and it is possible that factors outside of the control of the companies could result in the Merger being completed at a different time or not at all. See “Risk Factors — Risks Relating to the Merger and the SPAC — If the conditions to the Business Combination Agreement are not met, the Merger may not occur.” Before the Merger can be completed, the SPAC must obtain the approval of SPAC Shareholders for each of the Condition Precedent Proposals and the SPAC and Zapata must obtain certain necessary regulatory approvals and satisfy certain other closing conditions. The outside date for consummation of the Merger is April 18, 2024. See “Proposal No. 3 — The Merger Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

Q: WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

A: If the SPAC does not complete the Merger for any reason, the SPAC would search for another target business with which to complete a business combination. If the SPAC does not complete the Merger or a business combination with another target business by April 18, 2024 (or such later date as may be approved by a shareholder vote), the SPAC must redeem 100% of the outstanding shares of SPAC Class A Common Stock, at a per share price, payable in cash, equal to the amount then held in the trust account (the “Trust Account”) established in connection with the SPAC’s initial public offering (the “IPO”), including interest earned on the funds held in the Trust Account and not previously released to the Company, (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding shares of SPAC Class A Common Stock. The Sponsors have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, their shares of SPAC Class B Common Stock will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to the SPAC Warrants. Accordingly, the SPAC Warrants will expire worthless.

Q: WHAT ARE THE POTENTIAL IMPACTS ON THE PROPOSED TRANSACTIONS RESULTING FROM RBC’S WAIVER OF DEFERRED FEES?

A: In a letter dated September 25, 2023 RBC Capital Markets, LLC (“RBC”) waived all rights to any deferred fees due upon consummation of the Merger under the underwriting agreement dated January 12, 2022, entered into at the time of the IPO (the “Underwriting Agreement.”). All such fees and compensation were

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only payable to RBC upon completion of the Merger. RBC did not waive these fees in connection with any business combination other than the Merger. RBC declined to provide reasons for its waiver, apart from stating the waiver was not the result of any dispute or disagreement with the SPAC, Zapata or any other potential business combination target or any of their respective affiliates. The SPAC did not seek out additional reasons why RBC was waiving its deferred fees. The SPAC agreed to the waiver because RBC did not assist in the identification of Zapata as a business combination target, nor did RBC provide any services to the SPAC in connection with the Proposed Transactions.

As a result of RBC’s waiver, the transactions fees payable by the SPAC in the event that the SPAC completes the Merger will be reduced by approximately $8.05 million. The IPO underwriting services being provided by RBC in connection with the IPO prior to such waiver were complete at the time of its waiver, with any remaining fees payable to RBC for such services contingent upon the Closing.

While RBC did not provide any additional detail in its letter, stockholders should be aware that such waiver indicates that RBC does not want to be associated with the disclosures in this proxy statement/prospectus or the underlying business analysis related to the Proposed Transactions. Public Shareholders may be more likely to elect to redeem their shares as a result of such waiver and the proceeds that the Surviving Company receives as a result of the Merger may be reduced as a result of such waiver.

After the IPO, RBC provided customary capital market services to the SPAC, including the identification and evaluation of potential business combination targets. However, RBC did not assist in the identification of Zapata as a business combination target, nor did RBC provide any services to the SPAC in connection with the Proposed Transactions. Currently, RBC does not provide any services to the SPAC, although RBC may resume providing services should the Merger not be consummated. Consummation of the Merger is not contingent upon services previously provided by RBC to the SPAC.

Q: HOW WILL THE SURVIVING COMPANY FUND ITS OPERATIONS?

A: On December 19, 2023, the SPAC and Zapata entered into a Purchase Agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from the Surviving Company, at the option of the Surviving Company, up to $75,000,000 of New Company Common Stock from time to time over a 36-month period following the Commencement Date (as defined below) (the “Equity Line”). The Lincoln Park Purchase Agreement is subject to certain limitations including, but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement (as defined below) within forty-five (45) days following the Closing. The Surviving Company expects to partially fund its operations with the Equity Line. See “Proposal No. 8 — The Equity Line of Credit Issuance Proposal”.

Questions and Answers about the Special Meeting

Q: WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A: The SPAC Shareholders are being asked to vote on the following Shareholder Proposals (each as defined in “Summary — Proposals to be Put to SPAC Shareholders at the Special Meeting”):

1. the Domestication Proposal;

2. the Charter Proposal;

3. the Unbundling Precatory Proposals;

4. the Merger Proposal;

5. the NYSE Issuance Proposal;

6. the Equity Incentive Plan Proposal;

7. the Employee Stock Purchase Plan Proposal;

8. the Director Election Proposal;

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9. the Equity Line of Credit Issuance Proposal; and

10. if put to the meeting, the Adjournment Proposal.

The Merger is conditioned upon the approval of the Merger Proposal, the Domestication Proposal and the Charter Proposal, subject to the terms of the Business Combination Agreement. The Merger is not conditioned on the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Unbundling Precatory Proposals, the Director Election Proposal, the Equity Line of Credit Issuance Proposal or the Adjournment Proposal. If any of the Condition Precedent Proposals are not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Notwithstanding the order in which the proposals are set out herein, the SPAC Board may put the above proposals in such order as it may determine at the meeting.

Q: WHY IS THE SPAC PROPOSING THE MERGER?

A: The SPAC was incorporated to effect a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On January 18, 2022, the SPAC consummated the IPO. In the prospectus for the IPO, the SPAC identified certain criteria that the SPAC believed would be important in evaluating prospective target businesses, namely businesses:

• with a large total addressable market in the advanced mobility and related next-generation technologies sector, as well as the luxury and performance vehicles, or vehicle parts space that can benefit from the SPAC’s management team’s extensive experience and network in these sectors;

• that are poised for high growth due to disruptive technology and/or premium branded product offerings;

• that have a loyal customer base, intellectual property, brand value or innovation in automotive segments that can create growth opportunities or higher profitability compared to their competitors;

• that can leverage the popularity of motorsport and the iconic Andretti brand;

• with either proven or attractive future financial performance, or potential to enhance financial performance, and generate strong, sustainable cash flow;

• that will benefit from being publicly traded and will be able to effectively utilize the broader access to capital and the public profile that are associated with being a publicly traded company;

• with a global footprint that will provide the greatest number of opportunities for investment and will maximize the collective network of the SPAC’s management team; and

• that could serve as a solid foundation for industry consolidations and roll-ups.

The SPAC believes that Zapata satisfies these criteria.

Zapata AI is an Industrial Generative AI software company that develops generative AI applications and provides accompanying services to solve complex industrial problems. Its computational approaches leverage the statistical advantages of math based on quantum physics.

After considering the foregoing and the information set forth in “The Special Meeting — the SPAC Board’s Reasons for Approval of the Merger,” the SPAC Board concluded that the potential benefits to the SPAC and SPAC Shareholders relating to the Merger outweighed the potentially negative factors relating to the Merger. Accordingly, the SPAC Board determined that the Business Combination Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to, and in the best interests of the SPAC and SPAC Shareholders.

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Q: DID THE SPAC BOARD OBTAIN A THIRD PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?

A: Yes. The SPAC Board received a fairness opinion, dated August 21, 2023, from Kroll, LLC, operating through its Duff & Phelps Opinion Practice (“Duff & Phelps”), as to the fairness, from a financial point of view to the shareholders of SPAC of the consideration to be paid by the SPAC in connection with the Proposed Transactions. This opinion is discussed in greater detail in the section entitled “The Special Meeting — The SPAC Board’s Reasons for Approval of the Merger” and “Proposal No. 3 — The Merger Proposal — Opinion of the Financial Advisor to the SPAC.”

Q: DO I HAVE REDEMPTION RIGHTS?

A: If you are a holder of shares of SPAC Class A Common Stock, you have the right to demand that the SPAC redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Merger including interest earned on the Trust Account and not previously released to the SPAC to pay its tax obligations, divided by the number of then issued and outstanding Public Shares, upon the closing of the Merger (such rights, “redemption rights”).

Notwithstanding the foregoing, a holder of shares of SPAC Class A Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from seeking redemption with respect to more than 15% of the shares of SPAC Class A Common Stock without the SPAC’s consent. Accordingly, all shares of SPAC Class A Common Stock in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed as the SPAC does not expect to consent to such redemptions.

Q: WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

A: No. You may exercise your redemption rights whether you vote your shares of SPAC Class A Common Stock for or against, or whether you abstain from voting on, the Merger Proposal or any other Shareholder Proposal. As a result, the Merger Proposal can be approved by shareholders who will redeem their shares of SPAC Class A Common Stock and no longer remain shareholders and the Merger may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. Also, with fewer shares of New Company Common Stock and Public Shareholders, the trading market for New Company Common Stock may be less liquid than the market for shares of SPAC Class A Common Stock prior to the Merger and Surviving Company may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into Surviving Company’s businesses will be reduced.

Q: HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A: If you are a holder of shares of SPAC Class A Common Stock and wish to exercise your redemption rights, you must demand that the SPAC redeem your shares for cash no later than the second business day preceding the vote on the Merger Proposal by delivering your share certificates (if any) and other redemption forms to Continental Transfer & Trust Company, the SPAC’s transfer agent (the “Transfer Agent”) physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Special Meeting. Holders of units each of which consists of one share of SPAC Class A Common Stock and one-half of one warrant to purchase one share of SPAC Class A Common Stock (the “SPAC Units”) must elect to separate the underlying shares of SPAC Class A Common Stock and SPAC Public Warrants prior to exercising redemption rights with respect to shares of SPAC

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Class A Common Stock. If holders hold their units in an account at a brokerage firm, bank, trust company or other nominee, holders must notify their nominee that they elect to separate the units into underlying shares of SPAC Class A Common Stock and SPAC Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so. Any holder of shares of SPAC Class A Common Stock will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $86.3 million, or approximately $10.93 per share of SPAC Class A Common Stock, as of January 4, 2024). Such amount, including interest earned on the funds held in the Trust Account and not previously released to the SPAC to pay its taxes, if any will be paid promptly upon consummation of the Merger. However, the proceeds deposited in the Trust Account could become subject to the claims of the SPAC’s creditors, if any, which could have priority over the claims of Public Shareholders, regardless of whether such Public Shareholders vote for or against the Merger Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Shareholder Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption made by a holder of shares of SPAC Class A Common Stock may not be withdrawn once submitted to the SPAC unless the SPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed proxy card or written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Merger Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent prior to the vote at the Special Meeting.

If a holder of shares of SPAC Class A Common Stock properly makes a request for redemption and the certificates for shares of SPAC Class A Common Stock (if any) along with the redemption forms are delivered as described to the Transfer Agent as described herein, then, if the Merger is consummated, the SPAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of SPAC Class A Common Stock for cash.

Q: WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A: We expect that a U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of warrants). The U.S. federal income tax consequences of a U.S. holder exercising its redemption rights depend on the U.S. holder’s particular facts and circumstances.

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Internal Revenue Code (the “Code”) and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” (“PFIC”), as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effect to U.S. Holders of SPAC Shares Exercising Redemption Rights.”

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Q: DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED MERGER AND THE PROPOSED DOMESTICATION?

A: No. None of the SPAC’s shareholders or its unit or warrant holders have appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q: WHY IS THE SPAC PROPOSING THE DOMESTICATION?

A: The SPAC Board believes that there are significant advantages to the Surviving Company that will arise as a result of the SPAC’s changing of its domicile to Delaware, including (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “The Domestication Proposal — Reasons for the Domestication.” The SPAC Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, the Domestication is a condition to consummating the Merger.

To effect the Domestication, the SPAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the SPAC will be domesticated and continue as a Delaware corporation, at which time the SPAC will change its name to “Zapata Computing Holdings Inc.”

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting. Pursuant to the SPAC’s amended and restated memorandum and articles of association (as amended, the “Existing Governing Documents”), with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Domestication Proposal.

Q: HOW WILL THE DOMESTICATION AFFECT MY SECURITIES?

A: On the effective date of the Domestication, (a) each outstanding share of SPAC Class A Common Stock will automatically convert into one share of New Company Common Stock, (b) each outstanding share of SPAC Class B Common Stock will automatically convert into one share of New Company Common Stock and (c) SPAC Warrants will automatically become exercisable for shares of New Company Common Stock. At a moment in time after the effectiveness of the Domestication and before the Closing, each outstanding SPAC Unit will be separated into its component Domesticated SPAC Class A Common Stock and warrant. Such warrants will become exercisable into shares of New Company Common Stock 30 days following the completion of the Merger.

Q: WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE MERGER?

A: After consummation of the Merger, the funds in the Trust Account will be used to pay holders of shares of SPAC Class A Common Stock who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger and to pay for the Surviving Company’s working capital and general corporate purposes. Additionally, interest earned on the funds in the Trust Account may be withdrawn to pay taxes, if any.

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Q: WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?

A: As discussed more fully under “Material U.S. Federal Income Tax Considerations” below, the Domestication should qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as the SPAC, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) of SPAC Shares will be subject to Section 367(b) of the Code and, as a result:

• A U.S. holder of SPAC Shares whose SPAC Shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of the SPAC’s earnings in income;

• A U.S. holder of SPAC Shares whose SPAC Shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (directly, indirectly, or constructively) less than 10% of the total combined voting power of all classes of SPAC Shares entitled to vote and less than 10% of the total value of all classes of SPAC Shares will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the U.S. Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its SPAC Shares provided certain other requirements are satisfied; and

• A U.S. holder of SPAC Shares who at the time of the Domestication owns (directly, indirectly, or constructively) 10% or more of the total combined voting power of all classes of SPAC Shares or 10% of the total value of all classes of SPAC shares entitled to vote will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its SPAC Shares. The tax consequences of whether a U.S. holder meets the 10% threshold to be subject to Section 367(b) of the Code are complex. All such U.S. holders are strongly urged to consult their tax advisor for a full description and understanding of such tax consequences.

At the time of the Domestication, the SPAC expects to have cumulative earnings and profits stemming from interest earned on the Trust Account, the amount of which will be based on prevailing interest rates, and such amounts of earnings and profits may be material.

As discussed further under “Material U.S. Federal Income Tax Considerations” below, the SPAC believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In the event that the SPAC is considered a PFIC then, notwithstanding the U.S. federal income tax consequences of the Domestication described in the foregoing paragraphs, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. holder to recognize gain on the exchange of SPAC Shares or SPAC Warrants for New Company Common Stock or New Company Warrants as a result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form and with what effective date final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” with respect to their SPAC Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, however, there are no such elections that are available in respect of SPAC Warrants. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.” Each U.S. holder of SPAC Shares or SPAC Warrants is urged to consult its own tax

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advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of SPAC Shares and SPAC Warrants for common stock and warrants pursuant to the Domestication.

Additionally, the Domestication is expected to cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. holder’s common stock (or warrants) subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

Q: HOW DO THE SPONSORS INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?

A: The Sponsors collectively own of record and are entitled to vote an aggregate of approximately 41.2% of the outstanding SPAC Common Stock. The Sponsors have agreed to vote any shares of SPAC Class B Common Stock and any shares of SPAC Class A Common Stock held by them as of the Record Date in favor of the Shareholder Proposals.

Q: WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A: One-third of the issued and outstanding shares of SPAC Common Stock entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the shares of SPAC Class B Common Stock, who currently own approximately 42.1% of the issued and outstanding shares of SPAC Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Record Date for the Special Meeting, 4,548,267 shares of SPAC Common Stock would be required to achieve a quorum.

Q: WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A: The Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock (computed on the basis of the number of votes to which each such holder is entitled as described below and under the Existing Governing Documents) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Merger Proposal and the Charter Proposal. Therefore, if either the Merger Proposal or the Charter Proposal is not approved, the Domestication Proposal will have no effect, even if approved by the SPAC Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Domestication Proposal.

The Charter Proposal: The approval of the Charter Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Charter Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Merger Proposal. Therefore, if the Merger Proposal or the Domestication Proposal is not approved, the Charter Proposal will have no effect, even if approved by the SPAC

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Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to adopt new constitutional documents of the SPAC, as a result of the SPAC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Charter Proposal.

The Merger Proposal: The approval of the Merger Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The SPAC Shareholders must approve the Merger Proposal in order for the Merger (and consequently, the transactions contemplated by the Business Combination Agreement) to occur. If SPAC Shareholders fail to approve the Merger Proposal, the Merger will not occur.

The Unbundling Precatory Proposals: The approval of any of the Unbundling Precatory Proposals is not required by Cayman Islands law or Delaware law, but, pursuant to SEC guidance, the SPAC is submitting these provisions to SPAC Shareholders separately for approval. Each Unbundling Precatory Proposal will be considered approved if passed by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on the SPAC or the SPAC Board. Furthermore, the Merger is not conditioned on the approval of the Unbundling Precatory Proposals.

The NYSE Issuance Proposal: The approval of the NYSE Issuance Proposal for purposes of complying with the applicable listing rules of the NYSE requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The NYSE Issuance Proposal is conditioned on the approval of the Charter Proposal, and, therefore, also conditioned on approval of the Merger Proposal and the Domestication Proposal. Therefore, if any of the Merger Proposal, the Domestication Proposal or the Charter Proposal is not approved, the NYSE Issuance Proposal will have no effect, even if approved by the SPAC Shareholders.

The Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by the SPAC Shareholders.

The Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Equity Incentive Plan Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by the SPAC Shareholders.

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Director Election Proposal is conditioned on the approval of the Employee Stock Purchase Plan Proposal and, therefore, also conditioned on the approval of the Equity Incentive Plan Proposal, Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Director Election Proposal will have no effect, even

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if approved by the SPAC Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to appoint any person to be a director to the SPAC Board, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Director Election Proposal.

The Equity Line of Credit Issuance Proposal: The approval of the Equity Line of Credit Issuance Proposal for purposes of complying with the applicable listing rules of the NYSE requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Line of Credit Issuance Proposal is conditioned on the approval of the Director Election Proposal, and, therefore, also conditioned on approval of the Employee Stock Purchase Plan Proposal, Equity Incentive Plan Proposal, Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of the Merger Proposal, the Domestication Proposal or the Charter Proposal is not approved, the Equity Line of Credit Issuance Proposal will have no effect, even if approved by the SPAC Shareholders.

The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.

Q: DO ANY OF THE SPAC’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF THE SPAC SHAREHOLDERS?

A: The SPAC’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of SPAC Shareholders generally. The SPAC Board, including the SPAC’s independent directors, with their outside counsel, was aware of, reviewed and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of the SPAC. See “Proposal No. 3 — The Merger Proposal — Interests of the SPAC’s Directors and Officers in the Merger.”

For additional information regarding pre-existing relationships between certain of the parties to the Business Combination Agreement and certain of their affiliates, see “Risk Factors — Risks Relating to the Merger and the SPAC.”

Q: WHAT DO I NEED TO DO NOW?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q: HOW DO I VOTE?

A: If you are a shareholder of record of the SPAC as of the Record Date, you may submit your proxy before the Special Meeting in any of the following ways, if available:

• use the toll-free number shown on your proxy card;

• visit the website shown on your proxy card to vote via the Internet; or

• complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record of the SPAC as of the Record Date, you may also cast your vote at the Special Meeting.

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If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Special Meeting will need to obtain a legal proxy form from their broker, bank or other nominee.

Q: WHEN AND WHERE IS THE SPECIAL MEETING?

A: The Special Meeting will be held on February 13, 2024, at 10:00 a.m. Eastern Time. For the purposes of the Existing Governing Documents, the physical place of the meeting will be at the offices of Paul, Weiss, Rifkind Wharton & Garrison LLP (“Paul, Weiss”), located at 1285 Avenue of the Americas, New York, NY 10019. The SPAC encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting www.proxydocs.com/WNNR.

In order to attend the Special Meeting by way of virtual attendance, you must register at www.proxydocs.com/WNNR. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Special Meeting and to vote and submit questions during the Special Meeting. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. On the day of the Special Meeting, February 13, 2024, shareholders may begin to log in to the Special Meeting 15 minutes prior to the Special Meeting. The Special Meeting will begin promptly at 10:00 a.m., Eastern Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting. If you encounter any difficulties accessing the Special Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

All SPAC Shareholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting.

Q: IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to the SPAC or by voting at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the Special Meeting, but are not a shareholder of record because you hold your shares in “street name”, please have evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) and valid photo identification with you at the Special Meeting.

Under the rules of the NYSE, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all of the Shareholder Proposals are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular Shareholder Proposal for which the broker does not have discretionary voting power.

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If you are a SPAC Shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Domestication Proposal, the Charter Proposal, the Unbundling Precatory Proposals, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Shareholder Proposals.

Q: WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A: For purposes of the Special Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a SPAC Shareholder that attends the Special Meeting and fails to vote on the Domestication Proposal, the Charter Proposal, the Unbundling Precatory Proposals, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such Shareholder Proposals.

Q: WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A: If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the shares of SPAC Common Stock represented by your proxy will be voted as recommended by the SPAC Board with respect to that Shareholder Proposal.

Q: MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A: Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

• filing a notice with the Secretary of the SPAC;

• properly submitting a new, subsequently dated proxy card; or

• by attending the Special Meeting and electing to vote your shares.

If you are a shareholder of record of the SPAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Andretti Acquisition Corp., 7615 Zionsville Road, Indianapolis, Indiana 462689, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 5:00 p.m. New York City time on February 12, 2024, or by voting at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of SPAC Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q: WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A: If you fail to take any action with respect to the Special Meeting and the Merger is approved by shareholders and consummated, you will continue to be a shareholder of the Surviving Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If

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you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a shareholder of the SPAC while the SPAC searches for another target business with which to complete a business combination.

Q: WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q: WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS, VOTING OR THE MERGER?

A: If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact MacKenzie Partners, the proxy solicitation agent for the SPAC, as set forth below:

MacKenzie Partners, Inc.

1407 Broadway – 27th Floor

New York, New York 10018

Call toll-free: (800) 322-2885

Email: proxy@mackenziepartners.com

If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental Stock Transfer & Trust Company, the Transfer Agent, at the address below prior to 5:00 p.m., Eastern Time, on February 9, 2024. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which the SPAC and Zapata refer before you decide how to vote with respect to the Shareholder Proposals.

Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Merger (page 111)

Andretti Acquisition Corp.

The SPAC is a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. The SPAC has neither engaged in any operations nor generated any revenue to date. Based on the SPAC’s business activities, the SPAC is a “shell company” as defined under the Exchange Act because the SPAC has no operations and nominal assets consisting almost entirely of cash.

The SPAC intends to leverage the extensive experience and vast network of the SPAC’s management team to complete the SPAC’s initial business combination. Two key members of the SPAC’s management team are racing legends Mario and Michael Andretti. Mario Andretti is a former Formula One World Champion racecar driver and one of only three drivers to win races in Formula One, IndyCar, World Sportscar Championship and the National Association for Stock Car Auto Racing (“NASCAR”). He is one of only two drivers to have won both the Daytona 500 and the Indy 500. His son, Michael Andretti, won the PPG IndyCar World Series in 1991 and has tallied 42 race wins throughout his career. As owner of Andretti Autosport, Michael Andretti has led his team to over 200 race wins, including four IndyCar Championships. This legacy has made Andretti a household name with 75% of Americans familiar with the iconic brand, which connotes luxury, lifestyle and performance. Among its many successes, Andretti Autosport has leveraged the popularity of the Andretti brand to undertake sustainability initiatives, including helping underprivileged communities, as well as developing a competitive electric vehicle platform powered by renewable energy. The Andretti brand is complemented by Andretti Technologies, an advanced engineering and innovation arm that has enabled Andretti to raise the bar for automotive performance.

The SPAC’s executive offices are located at 7615 Zionsville Road, Indianapolis, IN 46268 and the SPAC’s telephone number is (317) 872-2700. The SPAC’s corporate website address is andrettiacquisition.com. The SPAC’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. For additional information, see “Information about the SPAC.”

On January 28, 2021, the Sponsor purchased an aggregate of 7,187,500 shares of SPAC Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 2, 2021, the Sponsor transferred 30,000 shares of SPAC Class B Common Stock to Cassandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25,000 shares of SPAC Class B Common Stock to each of Zakary C. Brown, James W. Keyes, Gerald D. Putnam and John J. Romanelli, in each case for the consideration of $86.96 (approximately $0.003 per share of SPAC Class B Common Stock), resulting in the Sponsor holding 7,057,500 shares of SPAC Class B Common Stock. On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of SPAC Class B Common Stock for no consideration, thereby reducing the

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aggregate number of shares of SPAC Class B Common Stock held by the Sponsor to 5,620,000 shares of SPAC Class B Common Stock. Immediately prior to the IPO, the Sponsor forfeited 1,430,923 shares of SPAC Class B Common Stock in connection with the issuance of shares of SPAC Class B Common Stock to the Sponsor Co-Investor.

The SPAC entered into agreements with the Sponsor Co-Investor, pursuant to which the Sponsor Co-Investor purchased (i) an aggregate of approximately 25% of the issued and outstanding, or 1,430,923, shares of SPAC Class B Common Stock, and (ii) an aggregate of 3,450,000 SPAC Private Warrants (as defined below) from the Sponsor immediately prior to the closing of the IPO. The Sponsor Co-Investor entered into an agreement to vote all of the shares of SPAC Class B Common Stock it owns in favor of a business combination and will also agree not to redeem any shares of SPAC Class B Common Stock it owns in connection with the completion of a business combination. The Sponsor Co-Investor was not granted any material additional shareholder or other rights, other than the shares of SPAC Class B Common Stock.

On January 18, 2022, the SPAC completed its IPO, which included the full exercise by the underwriter of their option to purchase additional units (the “Over-Allotment Option”) in the amount of 3,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Each unit consists of one of share of SPAC Class A Common Stock, par value $0.0001 per share, and one-half of one SPAC Public Warrant. Each whole SPAC Public Warrant entitles the holder thereof to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

Concurrently with the completion of the IPO, the Sponsor and the Sponsor Co-Investor purchased 13,550,000 warrants to purchase shares of SPAC Common Stock (the “SPAC Private Warrants”) at a price of $1.00 per SPAC Private Warrant, or $13,550,000 in the aggregate. An aggregate of $235,750,000 from the proceeds of the IPO and the SPAC Private Warrants was placed in the Common Stock Trust Account such that the Trust Account held $235,750,000 at the time of closing of the IPO. Each whole private placement warrant entitles the holder thereof to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

On March 4, 2022, the SPAC announced that, commencing March 7, 2022, holders of the 23,000,000 units sold in the IPO may elect to separately trade the shares of SPAC Class A Common Stock and the warrants included in the units. Those units not separated continued to trade on the NYSE under the symbol “WNNR.U” and SPAC Class A Common Stock and warrants that were separated trade under the symbols “WNNR” and “WNNR WS” respectively.

On July 6, 2023, the SPAC and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties (the “Investors”). Pursuant to the Non-Redemption Agreements, the Investors agreed not to redeem an aggregate of 3.5 million shares of SPAC Class A Common Stock (the “Non-Redeemed Shares”) in connection with the July 2023 Extraordinary General Meeting (as defined below). In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to the Investors an aggregate of 875,000 shares of SPAC Class B Common Stock immediately following consummation of an initial business combination if the Investors held such Non-Redeemed Shares through the July 2023 Extraordinary General Meeting.

On July 14, 2023, the SPAC held an extraordinary general meeting of the SPAC’s shareholders (the “July 2023 Extraordinary General Meeting”). At the July 2023 Extraordinary General Meeting, the SPAC’s shareholders approved amendments (the “Articles of Amendment”) to the Existing Governing Documents to (i) extend the date by which the SPAC must consummate its initial business combination from July 18, 2023 to April 18, 2024, or such later date as may be approved by shareholder vote (the “Extension”), and (ii) eliminate

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the limitation that the SPAC shall not redeem its shares of SPAC Class A Common Stock included as part of the units sold in the IPO to the extent that such redemption would cause the SPAC’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”).

In connection with the July 2023 Extraordinary General Meeting, shareholders holding an aggregate of 15,105,199 shares of SPAC Class A Common Stock exercised their right to redeem such shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the Trust Account in connection with such redemptions, approximately $85.13 million remained in the Trust Account as of September 30, 2023.

Tigre Merger Sub, Inc.

Merger Sub is a Delaware corporation and wholly owned direct subsidiary of the SPAC formed in connection with and for the purposes of effecting the Merger. Merger Sub’s principal executive office is located at 7615 Zionsville Road, Indianapolis, IN 46268 and its telephone number is (317) 872-2700.

Zapata Computing, Inc.

Zapata AI is an Industrial Generative AI software company that develops generative AI applications and provides accompanying services to solve complex industrial problems. Its computational approaches leverage the statistical advantages of math based on quantum physics. Founded by a team including Harvard University scientists in 2017, Zapata AI has built a world-class team from leading academic institutions and enterprise software companies with deep expertise across generative AI, quantum science, and enterprise software.

Zapata AI’s primary target customers are enterprise organizations. It offers subscription-based solutions that combine software and services to develop custom Industrial Generative AI applications designed to resolve the highly complex business challenges of these enterprises given the size and scope of their global operations.

Zapata AI focuses on generative AI and uses both quantum and classical techniques in its work. Specifically, its specialized generative AI software category, referred to herein as “Industrial Generative AI,” takes generative models similar to those behind popular generative AI tools, such as OpenAI’s ChatGPT and Google’s Bard, and tailors them to business-, domain-, and industry-specific applications, with a focus on industrial problems.

Zapata AI offers enterprise customers Industrial Generative AI solutions designed to address some of the key challenges that arise in connection with solving industrial problems with computing-based solutions: data disarray, unpredictability, large solution spaces, time sensitivity, constrained compute, mission-critical requirements, and security concerns.

Zapata AI has a suite of three subscription-based Industrial Generative AI offerings that include software and software tools supported by services. Its software offers its customers flexibility in selecting computing resources, including classical, high performance, and quantum computing hardware, as well as deployment environment options, cloud, private cloud, and on-premise. Using techniques based on the math of quantum physics, Zapata AI can apply its software tools to specific industrial applications and tailor those applications to our customer’s relevant hardware. These offerings consist of:

• Zapata AI Sense (“Sense”): A suite of algorithms and complex mathematical models to enhance analytics and other data-driven applications.

• Zapata AI Prose (“Prose”): Zapata AI’s set of generative AI solutions based on large language models (“LLMs”), similar to widely used generic chatbot applications but customized to an enterprise’s industry and its unique problems.

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• Orquestra: Zapata AI’s Industrial Generative AI application development platform on which it provides Sense and Prose to customers.

While Zapata AI’s current customers operate in only a few specific industries, Zapata AI envisions opportunities for Zapata AI to utilize its software tools in almost any industry.

Zapata AI’s principal executive offices are located at 100 Federal Street, Floor 20, Boston, Massachusetts 02110. For additional information, see “Business of Zapata.”

Proposals to be Put to SPAC Shareholders at the Special Meeting (page 122)

Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Merger Proposal is approved and adopted, the Domestication (such proposal, the “Domestication Proposal”);

Proposal No. 2 — The Charter Proposal — to consider and vote upon to approve by special resolution under Cayman Islands law, assuming the Merger Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Existing Governing Documents by their deletion and substitution in their entirety with the proposed certificate of incorporation of the Surviving Company, which will be adopted and effective in connection with the Domestication (the “Proposed Certificate of Incorporation”), which, if approved, would take effect substantially concurrently with the Closing (the “Charter Proposal”);

Proposal Nos. 2A through 2E — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals;

Proposal No. 2A — to increase the authorized share capital from 555,000,000 shares consisting of 500,000,000 shares of SPAC Class A Common Stock, 50,000,000 shares of SPAC Class B Common Stock, and 5,000,000 preference shares, par value $0.0001 per share, authorized pursuant to and having the rights and subject to the obligations of the Existing Governing Documents (“SPAC Preferred Stock”), to authorized capital stock of shares, consisting of (i) 600,000,000 shares of New Company Common Stock (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share, of the Surviving Company (the “New Company Preferred Stock”);

Proposal No. 2B — to provide that the Proposed Certificate of Incorporation may be amended, altered or repealed by the affirmative vote of holders of not less than a majority of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon, except that the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon and the affirmative vote of not less than two-thirds of the outstanding shares of each class of capital stock entitled to vote thereon as a class is required to amend or repeal the following provisions of the of the Proposed Certificate of Incorporation and the proposed bylaws of the Surviving Company to be adopted in connection with the Domestication, the form of which is attached to this proxy statement/prospectus as Annex A-A (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”): (i) Section 5.2 of the Proposed Certificate of Incorporation relating to the number, election and term of the Surviving Company Board; (ii) Section 7.3 of the Proposed Certificate of Incorporation relating to actions by stockholders by written consent; (iii) Article VIII of the Proposed Certificate of Incorporation relating to the limitation of liability of directors; (iv) Article VIII of the Proposed Bylaws relating to indemnification of directors and officers; and (v) Article X of the Proposed Bylaws relating to lock-up restrictions affecting securities of the Surviving Company issued to former holders of Zapata capital stock and options. The remaining sections of the Proposed Bylaws may be amended by either (i) an affirmative vote of a majority of the Surviving Company

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Board or (ii) by the affirmative vote of holders of at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote thereon; provided however, that if the Surviving Company Board recommends such amendment or repeal, such amendment would only require the affirmative vote of a majority of the then outstanding shares of New Company Common Stock;

Proposal No. 2C — to provide that (i) directors will be elected by a plurality of the votes cast in respect of the shares of New Company Common Stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors and, (ii) subject to the special rights of the holders of one or more series of New Company Preferred Stock to elect directors, any vacancy on the Surviving Company Board or newly created directorships will be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and not by stockholders. The Proposed Certificate of Incorporation also provides, for so long as the Surviving Company Board is classified and subject to the rights of holders of New Company Preferred Stock, that directors may be removed only (i) with cause and (ii) by the affirmative vote of stockholders holding at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote at an election of directors, voting together as a single class;

Proposal No. 2D — to provide that, unless the Surviving Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery will be the exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the DGCL. The federal district court for the District of Delaware will be the exclusive forum for suits brought for any action arising under the Securities Act. This exclusive forum provision will not apply to claims under the Exchange Act;

Proposal No. 2E — to eliminate various provisions in the Existing Governing Documents applicable only to blank check companies;

Proposal No. 3 — The Merger Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Charter Proposal are approved, the Merger Proposal Agreement (the “Merger Proposal” and, collectively, with the Domestication Proposal and the Charter Proposal (excluding the Unbundling Precatory Proposals), the “Condition Precedent Proposals”);

Proposal No. 4 — The NYSE Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal and the Merger Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of New Company Common Stock pursuant to the Business Combination Agreement and the Exchange Agreements (the “NYSE Issuance Proposal”);

Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal are approved and adopted, the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan (the “2024 Equity Incentive Plan” or the “2024 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex A-F (the “Equity Incentive Plan Proposal”);

Proposal No. 6 — The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, and the Equity Incentive Plan Proposal are approved and adopted, the Zapata Computing Holdings Inc. 2024 Employee Stock Purchase Plan (the “2024 ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex A-G (the “Employee Stock Purchase Plan Proposal”);

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Proposal No. 7 — The Director Election Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are approved and adopted the election of directors to serve on the Surviving Company Board until their respective successors are duly elected and qualified (the “Director Election Proposal”);

Proposal No. 8 — The Equity Line of Credit Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal are approved and adopted, the issuance of New Company Common Stock pursuant to the Lincoln Park Purchase Agreement (as defined below) (the “Equity Line of Credit Issuance Proposal”); and

Proposal No. 9 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal or the Equity Line of Credit Issuance Proposal would not be duly approved and adopted by the SPAC’s shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

Notwithstanding the order in which the proposals are set out herein, the SPAC Board may put the above proposals in such order as it may determine at the meeting.

Consideration to be Received in the Merger (page 136)

The aggregate value of the consideration that the holders of Zapata’s securities collectively will be entitled to receive from SPAC in connection with the Merger will not exceed $200,000,000 (calculated with each share of New Company Common Stock deemed to have a value of $10 per share).

As a result of the Merger and in accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time:

• each share of Zapata Preferred Stock that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of newly issued shares of New Company Common Stock (deemed to have a value of ten dollars ($10) per share) equal to the Per Share Preferred Stock Consideration;

• each share of Zapata Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares owned by Zapata as treasury stock or dissenting shares) will be converted into the right to receive a number of newly issued shares of New Company Common Stock (deemed to have a value of ten dollars ($10) per share) equal to the Per Share Common Stock Consideration; and

• each Zapata Option, whether or not exercisable and whether or not vested will automatically be converted into an option to purchase, on the same terms and conditions as were applicable to such Zapata Option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of New Company Common Stock determined in accordance with the terms of the Business Combination Agreement.

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The net cash contributed to the balance sheet of the Surviving Company in the Merger and the total number of shares of New Company Common Stock outstanding following the Closing will fluctuate depending upon the extent to which Public Shareholders exercise their redemption rights. Although the parties to the Merger have deemed the value of New Company Common Stock to be equal to $10.00 per share for determining the number of shares of New Company Common Stock issuable to holders of Zapata Common Stock, the cash value per share of New Company Common Stock will be substantially less than $10.00 per share. Set forth below is a calculation of the net cash per New Company Common Stock resulting from the proceeds of the Trust Account, in a no redemption scenario, 50% redemption scenario and maximum redemption scenario. Such calculations are based upon (i) cash held in the Trust Account as of September 30, 2023 of approximately $10.78 per Public Share (after taking into account funds removed from the Trust Account in connection with shares redeemed by Public Shareholders in connection with the Extension Meeting) and (ii) estimated transaction expenses of approximately $16.059 million.

	Assuming No Redemptions(1)		Assuming 50% Redemption(2)		Assuming Maximum Redemptions(3)
Shares of SPAC Class A Common Stock not redeemed		7,894,801		3,947,401		—
Gross Cash Proceeds of Trust Account at $10.78 per share	$	85,105,955	$	42,552,983		—
Total Gross Cash Proceeds	$	85,105,955	$	42,552,983		—
Estimated Transaction Expenses	$	16,058,987	$	16,058,987	$	16,058,987
Net Cash Proceeds.	$	69,046,968	$	26,493,996		NM
Total Shares Outstanding(5)		33,270,258		29,322,858		23,951,957	(4)
Net Cash per share of New Company Common Stock Outstanding	$	2.08	$	0.90		NM

NM = not meaningful

(1) This scenario assumes that no shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(2) This scenario assumes that 3,947,400 shares of SPAC Class A Common Stock are redeemed by Public Shareholders, after taking into account shares redeemed by Public Shareholders in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(3) This scenario assumes that all 7,894,801 outstanding shares of SPAC Class A Common Stock are redeemed by Public Shareholder, after taking into account shares redeemed by Public Shareholder in connection with the Extension Meeting. See “Information about the SPAC” for more information on the Extension Meeting.

(4) Amount presented in the Assuming Maximum Redemptions scenario includes 5,750,000 shares of New Company Common Stock converted from SPAC Class B Common Stock less 1,423,500 shares of New Company Common Stock that are unvested pursuant to the Sponsor Support Agreement as the result of Closing Available Cash of less than $10.0 million, which are subject to forfeiture if certain conditions are not met. See “Notes to Unaudited Pro Forma Condensed Combined Financial Information — Description of the Merger — Sponsor Founder Shares.”

(5) Excludes Commitment Shares and any other shares of New Company Common Stock issuable to Lincoln Park pursuant to the Lincoln Park Purchase Agreement. The number of shares of New Company Common Stock ultimately issuable to Lincoln Park will include $562,500 that shall be paid through the issuance of shares of New Company Common Stock on the business day prior to the filing of the Lincoln Park Registration Statement and will depend on, among other things, the Surviving Company’s election to pay all or a portion of the remaining $1,125,000 amount of the Commitment Fee in either cash or shares of New Company Common Stock and the extent of sales by the Surviving Company to Lincoln Park. Sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of New Company Common Stock. See “Proposal No. 8 — The Equity Line of Credit Issuance Proposal”.

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Includes the maximum number of shares of New Company Common Stock that may be issued to holders of the Senior Secured Notes at the closing of the Merger. In December 2023, Zapata agreed to issue and sell up to an aggregate principal amount of $14.4 million of Senior Secured Notes, exclusive of any Senior Secured Notes issued in exchange for existing Senior Notes. In connection with the issuance of the Senior Secured Notes, all of the outstanding principal and accrued interest then-outstanding under the Senior Notes was converted into the Senior Secured Notes. The Senior Secured Notes are convertible at the option of the holder and in connection with the Merger, at a conversion price (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) of (x) $4.50 per share at the closing of the Merger or (y) $8.50 per share at any time after the closing of the Merger. Zapata has estimated the debt discount of $13.1 million associated with the Senior Secured Notes, which has been calculated by multiplying the shares of New Company Common Stock issuable in connection with the conversion by the difference between the conversion price of $4.50 per share at Closing and the closing share price of SPAC Class A Common Stock as of January 4, 2024 of $10.90. The holders of the Senior Secured Notes include certain Insiders of the SPAC. See “Certain Relationships and Related Party Transactions – The SPAC Related Person Transactions – Senior Notes and Senior Secured Notes”.

The Special Meeting (page 114)

Date Time and Place of the Special Meeting

The Special Meeting will be held at 10:00 a.m., Eastern Time, on February 13, 2024. For the purposes of the Existing Governing Documents, the physical place of the meeting will be at the offices of Paul, Weiss, located at 1285 Avenue of the Americas, New York, NY 10019. The SPAC encourages you to use remote methods of attending the Special Meeting or to attend via proxy.

You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting www.proxydocs.com/WNNR. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. At the Special Meeting, SPAC Shareholders will be asked to approve the Domestication Proposal, the Charter Proposal, the Unbundling Precatory Proposals, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal and the Adjournment Proposal (if necessary).

Voting Power; Record Date; Quorum

The SPAC Board has fixed the close of business on January 4, 2024 as the Record Date for determining the holders of shares of SPAC Common Stock entitled to receive notice of and to vote at the Special Meeting. As of the Record Date, there were 7,894,801 shares of SPAC Class A Common Stock and 5,750,000 shares of SPAC Class B Common Stock outstanding and entitled to vote at the Special Meeting. Each share of SPAC Common Stock entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting, except for the Domestication Proposal, the Charter Proposal and the Director Election Proposal. With respect to the Domestication Proposal, the Charter Proposal and the Director Election Proposal, the Existing Governing Documents provide that only holders of shares of SPAC Class B Common Stock will have the right to vote. As of the Record Date, the Sponsors and the SPAC’s directors and officers and their affiliates owned and were entitled to vote 5,750,000 SPAC Common Stock, representing approximately 42.1% of the SPAC Common Stock outstanding on that date (but representing 100% of the aggregate voting power of the SPAC Common Stock with respect to the Domestication Proposal).

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The Sponsors and each member of the SPAC’s management team have agreed to vote their shares of SPAC Common Stock in favor of the Merger. As of the Record Date, Zapata did not beneficially hold any shares of SPAC Common Stock.

One-third of the issued and outstanding shares of SPAC Common Stock entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.

Vote of SPAC Shareholders

Approval of the Merger Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Pursuant to the Existing Governing Documents, only holders of shares of SPAC Class B Common Stock have the right to vote with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands.

The approval of the Charter Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Pursuant to the Existing Governing Documents, only holders of shares of SPAC Class B Common Stock have the right to vote with respect to any vote or votes to adopt new constitutional documents of the SPAC, as a result of the SPAC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands.

The approval of each of the Unbundling Precatory Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Equity Line of Credit Issuance Proposal and the Adjournment Proposal (if necessary) each requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Pursuant to the Existing Governing Documents, with respect to any vote or votes to appoint any person to be a director to the SPAC Board, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Director Election Proposal.

The Merger is conditioned upon the approval of all of the Condition Precedent Proposals. The Merger is not conditioned on the Unbundling Precatory Proposals, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal, the Equity Line of Credit Issuance Proposal and the Adjournment Proposal. If any of the Condition Precedent Proposals is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Recommendation of the SPAC Board (page 116)

The SPAC Board has determined that the Merger Proposal is in the best interests of the SPAC and SPAC Shareholders, has approved the Merger Proposal, and recommends that shareholders vote “FOR” the

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Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Unbundling Precatory Proposals, “FOR” the Merger Proposal, “FOR” the NYSE Issuance Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Line of Credit Issuance Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The SPAC Board’s Reasons for Approval of the Merger (page 174)

On August 21, 2023, the SPAC Board (i) determined that the Business Combination Agreement and the Proposed Transactions (including the Merger) were fair to, advisable and in the best interests of the SPAC and the SPAC Shareholders, (ii) determined that the aggregate fair market value of Zapata is equal to at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to the SPAC’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account), (iii) approved the Proposed Transactions (including the Merger) as a “business combination” (as such term is defined in the Existing Governing Documents), (iv) approved the execution, delivery and performance of the Business Combination Agreement and the consummation of the Proposed Transactions (including the Merger), on the terms and subject to the conditions set forth in the Business Combination Agreement, and declared their advisability, (v) resolved to recommend to the SPAC Shareholders approval of each of the matters requiring the approval of the SPAC Shareholders and (vi) directed that the Business Combination Agreement and the Merger be submitted for consideration by the SPAC Shareholders. In the prospectus for the IPO, the SPAC identified general, non-exclusive criteria and guidelines that the SPAC believed would be important in evaluating prospective target businesses, including, among other things, businesses with a large total addressable market in the advanced mobility and related next-generation technologies sector and that are poised for high growth due to disruptive technology and/or premium branded product offerings. The SPAC Board believes that Zapata satisfies these criteria. The SPAC Board also gave consideration to certain risks related to the Merger, including, without limitation, those which are described in this proxy statement/prospectus under the caption “Risk Factors.” In light of the complexity of the factors considered in connection with its evaluation of the Merger, the SPAC Board considered these factors as a whole, and did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. In addition, individual members of the SPAC Board may have given different weight to different factors. For more information, see “Proposal No. 3 — The Merger Proposal — The SPAC Board’s Reasons for Approval of the Merger.”

Related Agreements (page 160)

This subsection describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms of each agreement. Each of the following summaries is qualified in its entirety by reference to the complete text of the applicable document. You are urged to carefully read each of the below agreements in its entirety.

For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements.”

Stockholder Support Agreements

Within twenty-four hours following the execution of the Business Combination Agreement, Key Zapata Stockholders entered into stockholder support agreements with the SPAC and Zapata (the “Stockholder Support Agreements”). Under the Stockholder Support Agreements, each Key Zapata Stockholder agreed, among other things, that within twenty-four hours of this proxy statement/prospectus becoming effective, such Key Zapata Stockholder will execute and deliver a written consent with respect to the outstanding shares of Zapata Common Stock and/or Zapata Preferred Stock (as applicable) held by such Key Zapata Stockholder, adopting and approving the Business Combination Agreement and the other Proposed Transactions.

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Under the Stockholder Support Agreements, the Key Zapata Stockholders further are agreeing, among other things, to exclusivity restrictions with respect to alternative acquisition proposals for Zapata, and restrictions on transfers of their Zapata Preferred Stock and Zapata Common Stock, as applicable, except that Key Zapata Stockholders holding Zapata Preferred Stock were entitled, under the terms of their Stockholder Support Agreement, prior to the filing of this proxy statement/prospectus, to sell all or a portion of the Zapata Preferred Stock held by such Key Zapata Stockholder to third parties who agreed to sign a Stockholder Support Agreement and agreed to the same lock-up provisions as the selling Key Zapata Stockholder. For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements — Stockholder Support Agreements.”

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, SPAC, the Sponsor, and certain key equityholders of the Sponsor entered into a certain Sponsor Support Agreement, which amended and restated in its entirety that certain letter, dated January 12, 2022, by and among such parties. Pursuant to the Sponsor Support Agreement, those certain equityholders who are parties thereto agreed to: (a) vote all shares of the SPAC Common Stock beneficially owned by them (including any additional shares of SPAC Common Stock over which they acquire ownership or the power to vote) in favor of the Merger and all other transactions contemplated by the Business Combination Agreement; (b) the continued lock-up of the founder shares held by such persons for the earlier of (i) one (1) year or (ii) the date on which the post-Closing share price equals or exceeds $12 for twenty (20) trading days in a thirty (30)-trading day period commencing at least one hundred and fifty (150) days after the Closing (or in the event of a liquidation, merger or other similar event); and (c) the continued lock-up of the private placement warrants until thirty (30) days following Closing.

Additionally, the Sponsor Support Agreement provides that the Sponsor Shares are subject to certain vesting and forfeiture conditions based on: (a) the total dollar amount of cash or cash equivalents available in the Trust Account after any redemptions plus (b) the total amount of financing raised by both SPAC and Zapata (including any bridge financing raised by Zapata prior to the Closing Date) to be consummated prior to the consummation of the Merger (all such amounts, the “Closing Available Cash”) as follows:

• If the Closing Available Cash is an amount equal to $25 million or more, then all Sponsor Shares will be fully vested;

• If the Closing Available Cash is $10 million or less, then 30% of the Sponsor Shares will be unvested and subject to forfeiture; and

• If the Closing Available Cash is more than $10 million but less than $25 million then the number of Sponsor Shares that will be unvested and subject to forfeiture will be determined by straight line interpolation between zero and 30% of the number of Sponsor Shares.

Any Sponsor Shares subject to vesting will become vested if, within three years of the Closing, the closing price of the New Company Common Stock on the NYSE (or other exchange or other market where the New Company Common Stock is then traded) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period, or if there is a change of control of the Company. If neither of these events occur within three years of the Closing, then the unvested Sponsor Shares will be forfeited.

For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements — Sponsor Support Agreement.”

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Lock-Up Agreements

Concurrently with the execution of the Business Combination Agreement, the SPAC and certain Zapata stockholders entered into lock-up agreements (the “Lock-Up Agreements”), which will become effective upon the consummation of the Merger. Holders of Zapata Common Stock party to a Lock-Up Agreement have agreed that they will not, during the period beginning as of the effective time of the Merger and ending on the date that is the earliest of (i) one year after Closing, (ii) the date on which the closing price of the shares of New Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period commencing at least 150 days after Closing and (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of New Company Common Stock for cash, securities or other property, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise New Company of any shares of New Company Common Stock, or any options or warrants to purchase any shares of New Company Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of New Company Common Stock, or any interest in any of the foregoing, whether owned, directly or beneficially, at the time of entry into such Lock-Up Agreement or thereafter acquired (in each case, subject to certain exceptions set forth in the Lock-Up Agreements).

Holders of Zapata Preferred Stock party to a Lock-Up Agreement have agreed that they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of New Company Common Stock, or any options or warrants to purchase any shares of New Company Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of New Company Common Stock, or any interest in any of the foregoing, whether owned, directly or beneficially, at the time of entry into the Lock-Up Agreements or thereafter acquired (in each case, subject to certain exceptions set forth in the Lock-Up Agreements) during the period beginning as of the effective time of the Merger and ending on the date that is the earliest of (i) six months after Closing, (ii) the date on which the closing price of the shares of New Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period commencing at least 90 days after Closing, (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the SPAC’s stockholders having the right to exchange their shares of New Company Common Stock for cash, securities or other property and (iv) if after the Effective Time a third party makes a tender offer or similar transaction to all of the Company’s stockholders to acquire at least 50.1% (which minimum condition shall be non-waivable) of the outstanding shares of New Company Common Stock for cash, securities or other property, the last day on which shares of New Company Common Stock may be tendered or otherwise committed in connection with such third party tender offer (provided that, in the case of this clause (iv), (x) the lock-up period shall expire only for the purpose of tendering or otherwise committing shares of New Company Common Stock in the third party tender itself and not otherwise transacting in such shares outside the third party tender offer and (y) if such third party tender is not completed, the lock-up period shall be revived and continue in accordance with its terms).

The Lock-Up Agreement entered into by holders of Zapata Preferred Stock also provides that during the lock-up period, the holders of Zapata Preferred Stock may sell through a registered broker-dealer selected by the SPAC up to 100% of the New Company Common Stock acquired by such holders of Zapata Preferred Stock at the Closing, subject to the following limitations: (i) no more than 50% of such holder of Zapata Preferred Stock’s New Company Common Stock may be transferred in each three-month period following the Closing and (ii) a daily trading limit equal to such holder of Zapata Preferred Stock’s pro rata share of 50% of the volume of SPAC Common Stock that has traded on NSYE (or other exchange or other market where the New Company Common Stock is then traded) on that day. The Lock-Up Agreement entered into by the holders of Zapata Preferred Stock

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further contains provisions providing that if the SPAC waives, terminates or otherwise shortens the lock-up period of any other stockholder of the SPAC subject to a lock-up (including Sponsor under the Sponsor Support Agreement or the lock-up restrictions contained in the bylaws of the SPAC adopted at the time of the Domestication), the holders of Zapata Preferred Stock are entitled to a pro rata adjustment to their applicable lock-up periods.

For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements — Lock-Up Agreements.”

Registration Rights Agreement

In connection with the execution of the Business Combination Agreement, the SPAC, the Sponsors and certain stockholders of Zapata entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), substantially in the form attached to this proxy statement/prospectus as Annex A-D, which will become effective upon the consummation of the Merger. Pursuant to the Registration Rights Agreement, the SPAC agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within 45 days of the closing of the Merger. Up to twice in any 12-month period, certain legacy SPAC and Zapata stockholders may request to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $50 million or all of such holders’ remaining registrable securities. The SPAC also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that the SPAC will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. For additional information, “Proposal No. 3 — The Merger Proposal — Related Agreements — Registration Rights Agreement.”

Exchange Agreement

Prior to the Closing Date, Zapata may negotiate and enter into a committed equity facility or subscriptions to shares of Zapata capital stock for cash, or issue additional Senior Notes or Senior Secured Notes, subject to (i) the aggregate principal amount of all Senior Notes and Senior Secured Notes outstanding not exceeding $20,000,000 and (ii) the aggregate amount of equity financing of Zapata (including the issuance of Senior Notes and Senior Secured Notes) raised, committed or issued and outstanding prior to the closing not exceeding $25,000,000 (inclusive of principal amount and interest).

The SPAC will (i) enter into an exchange agreement with each holder of Senior Secured Notes who so requests (each, an “Exchange Agreement”) prior to the Closing, pursuant to which such Senior Secured Notes will be exchanged for shares of New Company Common Stock in accordance with the terms of such Exchange Agreement and as set forth in the Senior Secured Note Purchase Agreement and, (ii) at the Effective Time, issue shares of New Company Common Stock to the holders of Senior Secured Notes who so request in exchange for such Senior Secured Notes, in accordance with the terms of the Senior Secured Notes and the Exchange Agreements. For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements — Exchange Agreement.”

The Lincoln Park Transaction (page 165)

On December 19, 2023, the SPAC and Zapata entered into the Lincoln Park Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from the Surviving Company, at the option of the Surviving Company, up to $75,000,000 of shares of New Company Common Stock from time to time over a 36-month period following the Commencement Date (as defined below). The Lincoln Park Purchase Agreement is subject to certain limitations including, but not limited to, the filing and effectiveness of the

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Lincoln Park Registration Statement (as defined below). In connection with the Lincoln Park Purchase Agreement, the SPAC and Zapata also entered into a Registration Rights Agreement (the “Lincoln Park Registration Rights Agreement”) with Lincoln Park, pursuant to which the SPAC has agreed that the Surviving Company will file the Lincoln Park Registration Statement with the SEC within forty-five (45) days following the Closing. See “Proposal No. 8 — The Equity Line of Credit Issuance Proposal”.

Satisfaction of the 80% Test (page 178)

It is a requirement under the Existing Governing Documents that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, the rules of the NYSE require that the SPAC’s initial business combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). After consideration of the factors identified and discussed in the section of the proxy statement/prospectus captioned “The SPAC Board’s Reasons for Approval of the Merger,” including the financial analysis of Zapata conducted by the SPAC and its advisors generally used to approve the transaction, the SPAC Board determined that Zapata had a fair market value of at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of execution of the Business Combination Agreement.

Certain Regulatory Approvals (page 155)

The parties have agreed to use reasonable best efforts to, as soon as practicable, obtain all material consents and approvals of third parties (including any governmental authority) with respect to the Merger.

For additional information, see “Proposal No. 3 — The Merger Proposal — The Business Combination Agreement Certain Regulatory Approvals.”

Conditions to Closing (page 145)

The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others things: (i) receipt of the approval of the requisite shareholders of Zapata and the SPAC of the Merger Proposal and the other matters requiring shareholder approval, (ii) the absence of any law or order enjoining or otherwise prohibiting the consummation of the Merger, (iii) if applicable, the expiration or termination of the waiting period (or any extension thereof) under the HSR Act, as amended, (iv) the effectiveness under the Securities Act of this proxy statement/prospectus, (v) receipt of approval for listing by NYSE of the New Company Common Stock to be issued in connection with the Merger, (vi) filing of the Proposed Certificate of Incorporation with the Delaware Secretary of State and adoption of the Proposed Bylaws, (vii) appointment of the directors of the Surviving Company Board, (viii) the shareholders of the SPAC having been provided an opportunity to exercise their redemption rights in accordance with the organizational documents of the SPAC and this proxy statement filing, (ix) entry by the SPAC into the Exchange Agreements with each holder of Senior Notes pursuant to which such Senior Notes will be exchanged for shares of New Company Common Stock at the Effective Time (as of the date hereof, all previously issued Senior Notes have been canceled in exchange for Senior Secured Notes with a principal amount equal to the principal amount of the Senior Notes plus accrued and unpaid interest through the date immediately prior to the exchange) and (x) other customary bringdown conditions. For additional information, see “Proposal No. 3 — The Merger Proposal — The Business Combination Agreement — Conditions to Closing.”

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Redemption Rights of the Merger (page 119)

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the Merger, against the Merger or do not vote in relation to the Merger. Any Public Shareholder may request redemption of their Public Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Merger, including interest earned on the Trust Account and not previously released to the SPAC to pay its taxes, divided by the number of then issued and outstanding Public Shares. If a holder properly seeks redemption as described in this section and the Merger is consummated, the holder will no longer own these shares following the Merger.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the outstanding shares of SPAC Class A Common Stock without the SPAC’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash as the SPAC does not expect to consent to such redemptions.

The Sponsors and the SPAC’s officers and directors will not have redemption rights with respect to any shares of SPAC Common Stock owned by them, directly or indirectly.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) hold units and you elect to separate your units into the underlying Public Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii) prior to 5:00 p.m., Eastern Time, on February 9, 2024, (a) submit a written request to the Transfer Agent that the SPAC redeem your Public Shares for cash and (b) deliver your share certificates for your Public Shares (if any) to the Transfer Agent, physically or electronically through Depository Trust Company (“DTC”).

A SPAC Shareholder may not withdraw a redemption request once submitted to the SPAC unless the SPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a holder of a public share delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the SPAC permit the withdrawal of the redemption request and instruct its Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

If the Merger is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, the SPAC will promptly return any shares previously delivered by Public Shareholders.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares. In order for Public Shareholders to exercise their redemption rights in respect of the Merger, Public Shareholders must properly exercise their right to redeem the Public Shares that you will hold upon the Domestication no later than the close of the vote on the Merger Proposal and deliver their shares of SPAC Common Stock (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time on February 9, 2024. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of the Existing Governing Documents and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and

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references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Merger, the Surviving Company shall pay Public Shareholders who properly exercised their redemption rights in respect of their Public Shares.

Appraisal Rights (page 345)

SPAC Shareholders do not have appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the DGCL.

SPAC Proxy Solicitation (page 156)

Proxies may be solicited by mail, telephone or in person. The SPAC has engaged MacKenzie Partners to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Special Meeting — Revoking Your Proxy.” For additional information, see “The Special Meeting.”

Interests of the SPAC’s Directors and Officers in the Merger (page 182)

In considering the recommendation of the SPAC Board to vote in favor of approval of the Shareholder Proposals, SPAC Shareholders should keep in mind that the Sponsor and the officers and directors of the SPAC have financial and other interests in such proposals that are different from, or in addition to, those of SPAC Shareholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of the SPAC and SPAC Shareholders and what they may believe is best for them. For additional information, see “Proposal No. 3 — The Merger Proposal — Interests of the SPAC’s Directors and Officers in the Merger.”

Interests of Zapata’s Directors and Executive Officers in the Merger (page 185)

In considering the recommendation of the SPAC Board with respect to the Merger, the SPAC Shareholders should be aware that the directors and executive officers of Zapata have certain interests in the Merger that may be different from, or in addition to, the interests of the SPAC Shareholders generally. For additional information, see “Proposal No. 3 — The Merger Proposal — Interests of Zapata’s Directors and Officers in the Merger.”

Post-Closing Management Positions

At the Closing Date, certain of Zapata’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of the Surviving Company. See the section entitled “Management Following The Merger” for a further discussion of the Surviving Company Board and the executive officers of the Surviving Company.

Opinion of the Financial Advisor to the SPAC (page 186)

The opinion of Duff & Phelps, dated August 21, 2023, to the SPAC Board to the effect that, as of the date thereof and qualified by the assumptions, qualifications and limiting conditions therein, the consideration to be paid by the SPAC in connection with the Merger is fair, from a financial point of view, to the public shareholders of the SPAC other than the SPAC’s sponsors and their affiliates (without giving effect to any impact of the Merger on any particular shareholder other than its capacity as a shareholder), as more fully described below in the section of this proxy statement/prospectus entitled “Opinion of the Financial Advisor to the SPAC.”

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Stock Exchange Listing

We expect to list the shares of New Company Common Stock and the New Company Warrants on the NYSE under the proposed symbols “ZPTA” and “ZPTA.WS,” respectively.

Material U.S. Federal Income Tax Considerations (page 216)

For a discussion summarizing material U.S. federal income tax considerations to certain holders of the Domestication, an exercise of Redemption Rights and the ownership and disposition of New Company Common Stock and New Company Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment of the Merger (page 182)

The Merger will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although the SPAC will acquire all of the outstanding equity interests of Zapata in the Merger, the SPAC will be treated as the “acquired” company and Zapata will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Merger will be treated as the equivalent of Zapata issuing stock for the SPAC’s net assets, accompanied by a recapitalization. The SPAC’s net assets and Zapata’s net assets will be stated at historical cost, with no goodwill or other intangible assets recorded. Subsequent to the completion of the Merger, the results of operations will be those of Zapata.

Zapata has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Zapata’s existing stockholders will have the greatest voting interest in the Surviving Company;

• Zapata’s existing stockholders will have the voting rights to control decisions regarding election and removal of a majority of the directors and officers of the Surviving Company;

• Zapata will comprise the ongoing operations of the Surviving Company; and

• Zapata’s existing senior management will be the senior management of the Surviving Company.

Comparison of Corporate Governance and Shareholder Rights (page 321)

Immediately following the consummation of the Merger, the rights of the SPAC Shareholders who become holders of Domesticated SPAC Class A Common Stock in the Merger will no longer be governed by the Existing Governing Documents and instead will be governed by the Proposed Certificate of Incorporation and the Proposed Bylaws. See “Comparison of Corporate Governance and Shareholder Rights” beginning on page 321.

Summary of Risk Factors (page 55)

Our stockholders should carefully consider the risk factors described under “Risk Factors”, including the risks described below, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Zapata and will also apply to the business and operations of the Surviving Company following the completion of the Merger. Unless the context otherwise requires, all references in this subsection to “Zapata,” “we,” “us,” or “our” refer to the business of Zapata prior to the consummation of the Merger, and the Surviving Company and its subsidiaries, including Zapata, following the consummation of the Merger.

• Zapata is an early-stage company with a limited operating history, in a nascent industry, making it difficult to forecast future results.

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• Zapata has a history of operating losses, which are expected to continue for the foreseeable future.

• We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available.

• Zapata has identified material weaknesses in its internal control over financial reporting. If Zapata is unable to remediate these weaknesses, identifies additional material weaknesses in the future, or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in misstatements in Zapata’s financial statements, cause Zapata to fail to meet periodic reporting obligations, or cause its access to capital markets to be impaired.

• Our business plan could suffer if we are not able to renew existing contractual relationships with third parties or enter into certain important strategic partnerships, and if we are unable to ensure that our Industrial Generative AI solutions offerings interoperate with a variety of software applications that are developed by others, we may become less competitive and our resulting operations may be harmed.

• We are highly dependent on our founders and key employees.

• Zapata’s business is dependent on growing and retaining competitive teams of sufficient size in the areas of algorithm development, product development, and software engineering.

• Zapata’s estimate of market opportunities may prove to be inaccurate.

• A limited number of customers have accounted for most of our revenue. If existing customers do not renew or expand their contracts with us, or if our relationships with these customers are impaired or terminated, our revenue could decline, and our results of operations would be adversely impacted.

• Our business depends on our ability to attract new customers and on our existing customers purchasing additional subscriptions from us and/or renewing their existing subscriptions.

• If the market for our Industrial Generative AI solutions fails to develop or grow as we expect, or if businesses fail to adopt our Industrial Generative AI solutions, our business, operating results, and financial condition could be adversely affected.

• Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

• Any failure to offer high-quality support services for our customers may harm our relationships with our customers and, consequently, our business.

• Competitors may develop products and technologies that are superior to Zapata’s Industrial Generative AI solutions.

• Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

• There is no guarantee that Zapata’s IP will provide the desired competitive advantage.

• Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our Industrial Generative AI solutions and subject us to possible litigation.

• Laws and regulations governing data use, privacy, and security could burden our business.

• Our business relies on computer systems which are vulnerable to attack and/or failure.

• An active trading market for the New Company Common Stock may never develop or be sustained.

• The Surviving Company will incur significant increased costs as a result of the Merger and as a result of being a public company, and its management will be required to devote substantial time to new compliance initiatives.

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• There can be no assurance that the New Company Common Stock will be approved for listing on NYSE or that the Surviving Company will be able to comply with the continued listing standards of NYSE.

• Some members of our management team have limited experience in operating a public company.

• Future issuances of New Company Common Stock or rights to purchase shares of New Company Common Stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

• The Surviving Company is an “emerging growth company,” and a “smaller reporting company”, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

• The Sponsor, Co-Investor and the officers and directors of the SPAC have potential conflicts of interest in recommending that the SPAC Shareholders vote in favor of approval of the Merger and the other proposals described in this proxy statement/prospectus.

• There is no minimum cash condition to consummating the Merger, which may leave the Surviving Company under-capitalized.

• The SPAC no longer needs to have net tangible assets of at least $5,000,001 prior to or upon consummation of the Merger. If the amount in the Trust Account falls below $5,000,001 as a result of redemptions, the SPAC would likely no longer meet the NYSE listing standards. At that point it is possible the SPAC could be required to comply with penny stock rules which could affect the cash position of the Surviving Company following the Merger.

• Neither the Business Combination Agreement nor the Existing Governing Documents include a specified maximum redemption threshold.

• RBC, the SPAC’s IPO underwriter was to be compensated in connection with the Merger. RBC waived such compensation and disclaimed any responsibility for this proxy statement/prospectus.

• The Domestication may result in adverse tax consequences for holders of SPAC Shares or SPAC Warrants, including the Public Shareholders.

• If third parties bring claims against the SPAC or the Surviving Company, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ZAPATA

The selected historical consolidated statements of operations data for the years ended December 31, 2022 and 2021 and the selected historical consolidated balance sheet data as of December 31, 2022 and 2021 have been derived from the audited consolidated financial statements of Zapata included elsewhere in this proxy statement/prospectus. The selected historical condensed consolidated statements of operations data for the nine months ended September 30, 2023 and 2022 and the selected historical condensed combined balance sheet data as of September 30, 2023 have been derived from the unaudited condensed consolidated financial statements of Zapata included elsewhere in this proxy statement/ prospectus.

The selected historical consolidated financial data set forth below should be read together with Zapata’s audited consolidated financial statements and unaudited condensed consolidated financial statements, including the accompanying notes, included elsewhere in this proxy statement/prospectus and “Zapata’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected historical consolidated financial information set forth below is not intended to replace our consolidated financial statements and accompanying notes and is qualified in its entirety by our consolidated financial statements and accompanying notes included elsewhere in this proxy statement/prospectus. Our historical financial information is not necessarily indicative of the results or financial position that may be expected for or as of any period or date in the future.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Zapata, prior to and without giving pro forma effect to the impact of the Merger and, as a result, the results reflected in this section may not be indicative of our results going forward. For additional information, see “Summary — Information About the Parties to the Merger — Zapata Computing, Inc.” and “Unaudited Pro Forma Condensed Combined Financial Information.”

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Selected Financial Information

	Nine Months Ended September 30,						Year Ended December 31,
	2023			2022			2022			2021
Consolidated Statements of Operations Data:	(in thousands, except share and per share data)
Revenue	$	4,354		$	3,828		$	5,166		$	832
Cost of revenue		3,678			2,602			3,535			1,006
Total gross profit		676			1,226			1,631			(174	)
Operating expenses:
Sales and marketing		4,664			5,548			7,286			3,191
Research and development		5,094			6,370			8,206			6,571
General and administrative		4,997			6,628			9,527			7,003
Total operating expenses		14,755			18,546			25,019			16,765
Loss from operations		(14,079	)		(17,320	)		(23,388	)		(16,939	)
Other income (expense):
Interest income		87			24			50			15
Other income (expense), net		(1,118	)		(2	)		(57	)		(50	)
Total other income (expense), net		(1,031	)		22			(7	)		(35	)
Net loss before income taxes		(15,110	)		(17,298	)		(23,395	)		(16,974	)
Provision for income taxes		(29	)		(27	)		(53	)		(34	)
Net loss	$	(15,139	)	$	(17,325	)	$	(23,448	)	$	(17,008	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.97	)	$	(3.47	)	$	(4.68	)	$	(4.50	)
Weighted-average common shares outstanding, basic and diluted		5,100,341			4,993,436			5,012,722			3,776,270

	September 30,			December 31,
	2023			2022			2021
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	3,329		$	10,073		$	31,032
Working capital (deficit)(1)	$	(7,572	)	$	6,851		$	29,502
Total assets	$	7,528		$	13,445		$	33,021
Notes payable	$	6,732		$	—		$	—
Convertible preferred stock	$	64,716		$	64,716		$	64,716
Total stockholders’ deficit	$	(71,633	)	$	(57,083	)	$	(34,839	)

(1) We define working capital as current assets less current liabilities

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF ZAPATA

The following summary unaudited pro forma condensed combined financial information of Zapata presented below has been derived by applying the pro forma adjustments described in “Unaudited Pro Forma Condensed Combined Financial Information” to the historical consolidated financial statements of Zapata to depict the accounting of the Merger.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical unaudited condensed balance sheet of the SPAC as of September 30, 2023 with the historical unaudited condensed consolidated balance sheet of Zapata as of September 30, 2023, giving effect to the Merger as if it had been consummated on September 30, 2023. The following unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and for the year ended December 31, 2022 combine the historical unaudited condensed statements of operations of the SPAC for the nine months ended September 30, 2023 and for the year ended December 31, 2022, and the historical condensed consolidated statements of operations of Zapata for the nine months ended September 30, 2023 and for the year ended December 31, 2022, giving effect to the Merger as if it had been consummated on January 1, 2022, which is the beginning of the earliest period presented.

The selected unaudited pro forma condensed combined financial information is for informational purposes only. The unaudited pro forma condensed financial information does not purport to represent, and is not necessarily indicative of, what the actual financial condition and results of operations of the combined company would have been or will be for any future period had the Merger been affected. The selected unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of Zapata and the SPAC, and related notes thereto included elsewhere in this proxy statement/prospectus, the Business Combination Agreement, as well as the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “The SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Zapata’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma combined financial information contained herein assumes that the Public Shareholders approve the Merger. The SPAC cannot predict how many of its Public Shareholders will exercise their right to redeem their Public Shares for cash. Therefore, the following tables present selected pro forma information after giving effect to the Merger presented under two scenarios:

• Assuming No Redemptions (Scenario 1): This presentation assumes that no Public Shareholders exercise their right to have their shares of SPAC Class A Common Stock converted into their pro rata share of the Trust Account and thus the full amount held in the Trust Account as of the Closing is available for the Merger; and

• Assuming Maximum Redemptions (Scenario 2): This presentation assumes that Public Shareholders holding the remaining 7,894,801 shares of SPAC Class A Common Stock, the maximum redemption of the outstanding SPAC Class A Common Stock, will exercise their redemption rights for their pro rata share (approximately $10.78 per share) of the funds in the Trust Account. This scenario gives effect to SPAC Class A Common Stock redemptions for an aggregate redemption payment of $85.1 million using a $10.78 per share redemption price. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The figures in the following tables are presented only as illustrative examples and are based on the scenarios described above, which may be different from the actual amount of redemptions in connection with the Merger.

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In the event that shares of SPAC Class A Common Stock are redeemed in connection with the Merger but the number of shares redeemed is less than 7,894,801, the values set forth below will fall between the two scenarios.

The table below sets forth summary unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2023 and for the year ended December 31, 2022:

	Pro Forma
	Nine Months Ended September 30, 2023						Year Ended December 31, 2022
	Scenario 1 (Assuming No Redemptions)			Scenario 2 (Assuming Maximum Redemptions)			Scenario 1 (Assuming No Redemptions)			Scenario 2 (Assuming Maximum Redemptions)
	(in thousands, except share and per share amounts)
Combined Statement of Operations data:
Revenue	$	2,870		$	2,870		$	3,632		$	3,632
Total gross profit	$	676		$	676		$	1,631		$	1,631
Loss from operations	$	(20,183	)	$	(20,183	)	$	(33,197	)	$	(33,197	)
Net loss	$	(20,136	)	$	(20,136	)	$	(46,316	)	$	(46,316	)
Basic and diluted net loss per share, New Company Common Stock	$	(0.61	)	$	(0.84	)	$	(1.39	)	$	(1.93	)
Basic and diluted weighted average shares outstanding, New Company Common Stock		33,270,258			23,951,957			33,270,258			23,951,957

The table below sets forth summary unaudited pro forma condensed combined balance sheet data as of September 30, 2023:

	Pro Forma
	As of September 30, 2023
	Scenario 1 (Assuming No Redemptions)		Scenario 2 (Assuming Maximum Redemptions)
	(in thousands)
Combined Balance Sheet data:
Cash and cash equivalents	$	77,640	$	—
Total assets	$	81,042	$	3,402
Total liabilities	$	11,826	$	19,292
Total stockholders’ equity (deficit)	$	69,216	$	(15,890	)

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION

The following comparative historical and unaudited pro forma per share financial information presented below sets forth historical comparative share information for Zapata and the SPAC as well as unaudited pro forma combined share information after giving effect to the Merger described in “Unaudited Pro Forma Condensed Combined Financial Information”.

The unaudited pro forma per share financial information reflects the Merger as if it occurred on September 30, 2023. The weighted average shares outstanding and pro forma net loss per share information reflects the Merger as if it occurred on January 1, 2022. The unaudited pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, as well as the historical financial statements of Zapata and the SPAC, and related notes thereto included elsewhere in this proxy statement/prospectus, the Business Combination Agreement, as well as the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” “The SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Zapata’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the companies been combined during the periods presented, nor loss per share for any future date or period.

The selected unaudited pro forma per share financial information is for illustrative purposes only, and is based on the scenarios described below, which may be different from the actual amount of redemptions in connection with the Merger. In the event that shares of SPAC Class A Common Stock are redeemed in connection with the Merger, but the number of shares redeemed is less than 7,894,801, the values set forth below will fall between the two scenarios.

The unaudited pro forma per share financial information contained herein assumes that the Public Shareholders approve the Merger. The SPAC cannot predict how many of its Public Shareholders will exercise their right to redeem their Public Shares for cash. Therefore, the following tables present selected pro forma per share financial information after giving effect to the Merger presented under two scenarios:

• Assuming No Redemptions (Scenario 1): This presentation assumes that no Public Shareholders exercise their right to have their shares of SPAC Class A Common Stock converted into their pro rata share of the Trust Account and thus the full amount held in the Trust Account as of the Closing is available for the Merger; and

• Assuming Maximum Redemptions (Scenario 2): This presentation assumes that Public Shareholders holding the remaining 7,894,801 shares of SPAC Class A Common Stock, the maximum redemption of the outstanding SPAC Class A Common Stock, will exercise their redemption rights for their pro rata share (approximately $10.78 per share) of the funds in the Trust Account. This scenario gives effect to SPAC Class A Common Stock redemptions for an aggregate redemption payment of $85.1 million using a $10.78 per share redemption price. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

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	Nine Months Ended September 30, 2023
	SPAC			Zapata			Pro Forma Combined (No Redemptions)(1)			Pro Forma Combined (Full Redemptions)(1)
	(in thousands, except share and per share data)
Net income (loss) attributable to common stockholders	$	705		$	(15,139	)	$	(20,136	)	$	(20,136	)
Stockholders’ equity (deficit)(2)	$	(12,653	)	$	(71,633	)	$	69,216		$	(15,890	)
Shares subject to redemption		7,894,801			—			—			—
Ending shares		5,750,000			5,115,178			33,270,258			23,951,957
Ending shares (including shares subject to redemption)		13,644,801			5,115,178			33,270,258			23,951,957
Weighted average common shares outstanding - basic and diluted		5,750,000			5,100,341			33,270,258			23,951,957
Book value (deficit) per share(3)	$	(0.93	)	$	(14.00	)	$	2.08		$	(0.66	)
Net income (loss) per common share - basic and diluted(4)	$	0.03		$	(2.97	)	$	(0.61)		$	(0.84	)
Cash dividends per share		NA			NA			NA			NA

	Year Ended December 31, 2022
	SPAC		Zapata			Pro Forma Combined (No Redemptions)(1)			Pro Forma Combined (Full Redemptions)(1)
	(in thousands, except share and per share data)
Net income (loss) attributable to common stockholders	$	1,891	$	(23,448	)	$	(46,316	)	$	(46,316	)
Shares subject to redemption		23,000,000		—			—			—
Ending shares		5,750,000		5,095,831			33,270,258			23,951,957
Ending shares (including shares subject to redemption)		28,750,000		5,095,831			33,270,258			23,951,957
Weighted average common shares outstanding - basic and diluted		5,715,068		5,012,722			33,270,258			23,951,957
Net income (loss) per common share - basic and diluted(4)	$	0.07	$	(4.68	)	$	(1.39	)	$	(1.93	)
Cash dividends per share		NA		NA			NA			NA

(1) Refer to Unaudited Pro Forma Condensed Combined Financial Information beginning on page 228.

(2) Stockholders’ equity (deficit) includes capital amounts subject to possible redemption.

(3) Calculated based on total stockholders’ equity (deficit) including shares subject to possible redemption.

(4) Calculated based on weighted-average shares outstanding, excluding shares subject to possible redemption.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

The SPAC

The SPAC Units, SPAC Class A Common Stock and SPAC Public Warrants are currently listed on the NYSE under the symbols “the WNNR.U,” “WNNR” and “WNNR.WS,” respectively.

The closing price of the SPAC Units, SPAC Class A Common Stock and SPAC Public Warrants on September 5, 2023 the last trading day before announcement of the execution of the Business Combination Agreement, was $10.90, $10.76 and $.23, respectively. As of January 25, 2024, the closing price of the SPAC Units, SPAC Class A Common Stock and SPAC Public Warrants was $11.07, $10.95 and $0.30, respectively.

Holders of the SPAC Units, SPAC Class A Common Stock and SPAC Public Warrants should obtain current market quotations for their securities. The market price of the SPAC’s securities could vary at any time before the Merger.

Holders

Although there are a larger number of beneficial owners, as of the Record Date, there was one holder of record of the SPAC Units, one holder of record of the SPAC’s separately traded SPAC Class A Common Stock and one holder of record of the SPAC’s separately traded SPAC Public Warrants.

Dividend Policy

The SPAC has not paid any cash dividends on its shares of SPAC Common Stock to date and does not intend to pay cash dividends prior to the consummation of the Merger. The payment of cash dividends in the future will be dependent upon the Surviving Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of the Merger as well as any contractual restrictions in the instruments governing the SPAC’s indebtedness. The payment of any cash dividends subsequent to the Merger will be within the discretion of the Surviving Company Board at such time.

Zapata Computing, Inc.

Historical market price information for Zapata Capital Stock is not provided because there is no public market for any Zapata Capital Stock.

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RISK FACTORS

Our stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of Zapata and will also apply to the business and operations of the Surviving Company following the completion of the Merger. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes, and other financial information included elsewhere within this proxy statement/prospectus. This discussion includes forward-looking information regarding our business, results of operations and cash flows and contractual obligations and arrangements that involves risks, uncertainties and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Zapata’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “The SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Unless the context otherwise requires, all references in this subsection to “Zapata,” “we,” “us,” or “our” refer to the business of Zapata prior to the consummation of the Merger, and the Surviving Company and its subsidiaries, including Zapata, following the consummation of the Merger.

Risks Related to Zapata’s Financial Condition and Status as an Early-stage Company

Zapata is an early-stage company with a limited operating history, in a nascent industry, making it difficult to forecast future results.

Zapata was founded in 2017 to develop and provide software with related services and proprietary intellectual property (“IP”) to utilize quantum math on near term classical and future quantum hardware. Most recently, Zapata is an industrial generative artificial intelligence (“AI”) software company that develops custom quantum-inspired generative AI applications and provides accompanying services to solve complex industrial problems. The market focus for Zapata’s Industrial Generative AI (as defined in Summary — Information about the Parties to the Merger — Zapata Computing, Inc.) solutions and the use of quantum math and algorithms are nascent fields with uncertainly on future market uptake and in technological progress in the field.

There can be no assurance that Zapata can or will meet the challenges commonly faced by early-stage companies, including the need to scale operations and to achieve and manage rapid growth. A number of factors could cause our scaling efforts to be adversely impacted, including any increased competition, lesser-than-expected growth or contraction of our overall market, our inability to accurately forecast demand for our customer offerings, our inability to establish sales or other partnerships with service firms, an inability to develop repeatable solutions, an inability to grow our team, or our failure, for any reason, to capitalize on growth opportunities. We have encountered and will encounter risks and uncertainties frequently experienced by early-stage companies in rapidly changing industries, such as the risks and uncertainties described herein. We cannot provide assurance that it can meet the challenges faced by all companies, including established companies, in rapidly changing or nascent industries. The failure to address these challenges successfully or promptly could have a material adverse effect on our future profitability.

Zapata has a history of operating losses, which are expected to continue for the foreseeable future.

Zapata has incurred significant operating losses since its inception. Zapata incurred net losses of $17.0 million for the fiscal year ended December 31, 2021, $23.4 million for the fiscal year ended December 31, 2022, and has a cumulative deficit since the formation of Zapata in November 2017 through June 2023 of approximately $69.6 million. We believe that we will continue to incur operating and net losses each quarter at least for the foreseeable future. The size of future losses will depend on several factors, including the degree to

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which we expand our scientific, product, software engineering, sales and other teams, and the revenue that we can generate from sales of our Industrial Generative AI solutions. We also expect that our operating expenses will increase as a result of becoming a public company and will continue to increase as we grow our business.

On December 19, 2023, the SPAC and Zapata entered into the Lincoln Park Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from the Surviving Company, at the option of the Surviving Company, up to $75,000,000 of New Company Common Stock from time to time over a 36-month period following the Commencement Date (as defined below). The Lincoln Park Purchase Agreement is subject to certain limitations including, but not limited to, the filing and effectiveness of the Lincoln Park Registration Statement. See “Proposal No. 8 — The Equity Line of Credit Issuance Proposal”.

We may not be able to scale our business and Industrial Generative AI solutions quickly enough to meet customer and market demand and to remain competitive in the Industrial Generative AI solutions market.

In order to grow our business, we will need to scale our operations in every area from our existing start-up capacity. These challenges will require that we:

• scale our product design team to design and continually re-design our Industrial Generative AI solutions in order to maintain a competitive position in the market, including increasing the number of employees following our previous reductions in force;

• increase the size of our software engineering team to produce in a competitively timely manner stable Industrial Generative AI solutions based on the chosen design elements;

• increase the size of our services team to provide ongoing services in connection with our Industrial Generative AI solutions;

• expand our customer-support services;

• expand our scientific research and development in order to generate IP required or helpful to our business, including IP to develop our Industrial Generative AI solutions, to provide freedom to operate for our Industrial Generative AI solutions and/or, and to create barriers to competition, on an accelerated time frame in order to minimize the risk that third-parties might first create potentially blocking IP;

• increase our sales and marketing teams and efforts;

• develop and expand relationships with large service firms to leverage sales of our Industrial Generative AI solutions;

• develop and expand our operational, financial and legal systems and teams to accommodate an expected increase in customer and partner relationships and additional expected legal requirements imposed as a result of international data privacy regulations and securities compliance and reporting obligations imposed by the Merger if approved;

• establish and maintain and scale effective financial disclosure controls and procedures;

• expand our executive and administrative teams in all areas including finance, accounting, operations, human resources, and legal, in order to effectively manage our growth; and

• expand our access to computing hardware and specifically Graphics Processing Unit chips (“GPUS”), which have faced supply limitations.

If we cannot successfully overcome these challenges and manage the organizational growth required to do so, then our business, including our ability to establish and maintain a competitive place in the market, financial condition, and profitability, may be materially adversely affected.

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We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available.

Through September 30, 2023, we have funded our operations primarily with proceeds from sales of Zapata Preferred Stock, Senior Notes and, subsequent to September 30, 2023, the Senior Secured Notes. Our continuation as a going concern is dependent upon our ability to identify future debt or equity financing and generate profitable operations from our operations. We are pursuing all available options for funding, including the Merger and accompanying Senior Notes, which have subsequently been canceled and exchanged for Senior Secured Notes, and Senior Secured Notes. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us. These factors raise substantial doubt about our ability to continue as a going concern.

Our business plan also contemplates a substantial scaling of Zapata across all departments, including science, software engineering, and product design, in order to launch multiple products and/or offerings in a timely manner to obtain and preserve a competitive advantage. This scaling will require substantial capital at a time when we project we will be operating at a loss before we become profitable, and this may take longer than we anticipate. Consequently, our expansion is limited in proportion to our growth in revenue and available capital. The capital required to sustain our business during this period may be greater than anticipated. In addition, presently unforeseen opportunities or circumstances may require capital beyond what we currently project. Also, the period during which we expect to operate at a loss may be extended by circumstances beyond our control.

We may obtain additional financing through public or private equity or debt financings (subject to the limitations under our Senior Secured Notes) that may result in dilution to stockholders, the issuance of securities with priority as to liquidation and/or dividend and other rights more favorable than the New Company Common Stock, or the imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. For example, prior to the Closing Date, we may negotiate and enter into a committed equity facility or subscriptions to shares of Zapata capital stock for cash, or issue additional Senior Notes or Senior Secured Notes, subject to (i) the aggregate principal amount of all Senior Notes and Senior Secured Notes outstanding not exceeding $20,000,000 and (ii) the aggregate amount of equity financing of Zapata (including the issuance of Senior Notes or Senior Secured Notes) raised, committed or issued prior to the closing not exceeding $25,000,000 (inclusive of principal amount and interest). To date, $9,182,467 in aggregate principal amount of Senior Secured Notes has been issued and is outstanding, inclusive of $6,182,466 in aggregate principal amount of Senior Secured Notes issued in exchange of Senior Notes, and all previously issued Senior Notes have been canceled in exchange for Senior Secured Notes with a principal amount equal to the principal amount of the Senior Notes plus accrued and unpaid interest through the date immediately prior to the exchange. The Senior Secured Notes, among other things, convert at the option of the holder in connection with the Merger at a significant discount to the per share value implied in the Merger of $10.00 per share calculated for the purposes of the Business Combination Agreement, are secured, and prohibit us from issuing additional indebtedness, subject to limited exceptions. For additional information, see “Proposal No. 3 — The Merger Proposal — Related Agreements — Senior Secured Notes”. There is no guarantee that future financing will be at financial terms equal to or more favorable than these, and we may need to enter into future equity or, if available, debt financing at significantly less favorable terms.

In addition, on December 19, 2023, the SPAC and Zapata entered into the Lincoln Park Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from the Surviving Company up to $75,000,000 of New Company Common Stock (subject to certain limitations contained in the Lincoln Park Purchase Agreement) from time to time over a 36-month period. Holders of New Company Common Stock will experience dilution in connection with any issuances of New Company Common Stock under the Lincoln Park Purchase Agreement.

Pursuant to the Lincoln Park Purchase Agreement, the SPAC has also agreed to pay Lincoln Park an aggregate commitment fee equal to $1,687,500 (the “Commitment Fee”). The Surviving Company will pay the Commitment

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Fee as follows: (i) on the business day prior to the filing of the Lincoln Park Registration Statement, $562,500 in shares of New Company Common Stock and (ii) on the business day prior to the filing of the Lincoln Park Registration Statement, the Surviving Company may elect to pay the remaining $1,125,000 amount of the Commitment Fee in either cash or New Company Common Stock (together with the $562,500 of New Company Common Stock issuable on the business day prior to the filing of the Lincoln Park Registration Statement, the “Commitment Shares”).

Following the Closing, the Surviving Company will be required to satisfy various conditions in order to be able to commence purchases by Lincoln Park under the Lincoln Park Purchase Agreement. Once such conditions are satisfied, certain purchases by Lincoln Park under the Lincoln Park Purchase Agreement are subject to certain limitations, including ownership limitations restricting Lincoln Park from owning more than 4.99%, or at Lincoln Park’s election subject to certain conditions, 9.99% of the then total outstanding New Company Common Stock. If any of these conditions are not satisfied or limitations are in effect, we may not be able to utilize all or part of the Equity Line, which would have an adverse impact on our ability to satisfy our capital needs and could materially adversely impact our business. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.

The Surviving Company generally has the right to control the timing and amount of any future sales of New Company Common Stock to Lincoln Park. Additional sales of New Company Common Stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by the Surviving Company.

The Surviving Company may ultimately decide to sell to Lincoln Park all, some or none of the New Company Common Stock that may be available for the Surviving Company to sell pursuant to the Lincoln Park Purchase Agreement. After the Lincoln Park Registration Statement becomes effective, if and when the SPAC does sell New Company Common Stock to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of New Company Common Stock. Additionally, the sale of a substantial number of shares of New Company Common Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for the Surviving Company to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales. See “Proposal No. 8 — The Equity Line of Credit Issuance Proposal”.

We may also seek additional financing even if in our view such additional financing is not required in order to take advantage of favorable market conditions or for strategic considerations.

There can be no assurance that additional financing will be available on favorable terms, or at all. The inability to obtain such additional financing if needed may adversely affect our ability to operate at the levels necessary to execute our business plan or may force us into bankruptcy.

While our Senior Secured Notes are outstanding, we are subject to substantial restrictions, including on our ability to incur additional indebtedness, which could adversely affect our business and financial condition.

Pursuant to the Senior Secured Note Purchase Agreement, we agreed to issue and sell up to an aggregate of $14,375,000 in aggregate principal amount of Senior Secured Notes and offered to exchange our outstanding Senior Notes for Senior Secured Notes. As of the date hereof, $9,182,467 in aggregate principal amount of Senior Secured Notes has been issued and is outstanding. The Senior Secured Notes bear compounding interest at the rate of 15% per annum and all accrued but unpaid interest thereon will be due and payable on December 15, 2026. Unless the aggregate principal amount of all Senior Secured Notes outstanding is $3,000,000 or less, we cannot repay the Senior Secured Notes until after December 15, 2025. While any Senior Secured Notes are outstanding, we cannot incur additional indebtedness for borrowed money, and cannot create, incur, assume or suffer to exist any lien on any property or assets, in each case except in limited circumstances. Accordingly, we will be significantly limited in our ability to obtain additional debt financing for so long as the Senior Secured Notes remain outstanding. The Senior Secured Notes are convertible at the option of the holder upon, among other things, the closing of the Merger or any time thereafter. However, there is no guarantee that some or all of the noteholders will convert their Senior Secured Notes.

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A significant portion of our assets are pledged to the holders of our Senior Secured Notes and failure to repay obligations to our noteholders when due, or any other default events will have a material adverse effect on our business and could result in foreclosure on our assets.

In connection with the issuance of Senior Secured Notes in December 2023, we entered into a Security Agreement with Acquiom Agency Services LLC as collateral agent on behalf of the noteholders. The Security Agreement creates a security interest in all of the property of Zapata and Zapata Government Services, Inc., its wholly owned subsidiary, subject to certain exceptions specified in the Security Agreement (the “Collateral”). Pursuant to the Security Agreement, Zapata Government Services, Inc. has agreed to guarantee the obligations of Zapata under the Security Agreement and the Senior Secured Note.

Upon the occurrence of an Event of Default under the Security Agreement, the Collateral Agent will have certain rights under the Security Agreement including the right to take control of the Collateral and, in certain circumstances, sell the Collateral to cover obligations owed to the holders of the Senior Secured Notes pursuant to its terms. “Event of Default” under the Security Agreement mean (i) any default of the terms, conditions or covenants of the Security Agreement (after giving effect to any applicable grace or cure period); (ii) failure to pay any principal or interest payment on the due date or any other payments required under the terms of the Senior Secured Note within 15 days of notification of such failure to pay, (iii) Zapata or any guarantor is in default under any loan agreement or any other indebtedness for borrowed money, in each case in a principal amount of greater than $200,000 that has not been cured or waived, or (iv) Zapata or any guarantor enters into any voluntary or involuntary bankruptcy or insolvency proceedings. Any such default would have a material adverse effect on our business and our stockholders could lose their entire investment in us.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the NYSE, including regular attestations by management concerning its internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Merger. If Zapata is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors. This may subject Zapata to adverse regulatory consequences and could harm investor confidence. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. The controls required are not currently in place, however, we are working to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also working to design and maintain our internal control over financial reporting.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by

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the relevant regulatory bodies. Additionally, if these new systems, controls, or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, the effectiveness of internal control over financial reporting, and/or our ability to produce timely and accurate financial reports. Moreover, our business may be harmed if we experience problems with any new systems and controls, resulting in delayed implementation or increased costs to correct any issues.

Further, in addition to the material weaknesses described below, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations. That failure could result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting. Those reports will eventually be included in our periodic reports filed with the SEC. Ineffective disclosure controls or internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE. We are not currently required to comply with the SEC rules that implement Section 404(a) of the Sarbanes-Oxley Act (“Section 404”) and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our Annual Report on Form 10-K for the year ending December 31, 2023. If Zapata is not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until our first annual report filed with the SEC when we are an accelerated filer or a large accelerated filer. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting has been designed, documented, or is actively operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business and could cause a decline in the trading price of our common stock.

Zapata has identified material weaknesses in its internal control over financial reporting. If Zapata is unable to remediate these weaknesses, identifies additional material weaknesses in the future, or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in misstatements in Zapata’s financial statements, cause Zapata to fail to meet periodic reporting obligations, or cause its access to capital markets to be impaired.

Assuming completion of the proposed Merger, Zapata will be a public company subject to applicable SEC requirements, including regular attestations by management concerning its internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Merger. If Zapata is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act (“Section 404”) in a timely manner or with adequate compliance, it may not be able to assess whether its internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors. This may subject Zapata to adverse regulatory consequences and could harm investor confidence.

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In connection with the preparation and audit of Zapata’s financial statements as of and for the fiscal years ended December 31, 2022, and 2021, material weaknesses have been identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Zapata’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses Zapata identified include:

• Zapata did not employ sufficient accounting and financial reporting personnel with requisite knowledge and experience in the application of GAAP and SEC rules to facilitate accurate and timely financial reporting.

• Zapata did not maintain an effective risk assessment process, which led to improperly designed controls.

• Zapata did not design and maintain appropriate control activities; including those to support the appropriate segregation of duties over the review of account reconciliations, manual journal entries and safeguarding of assets.

• Zapata did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures.

• Zapata did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements including with respect to: (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications.

• Zapata did not document, thoroughly communicate, and monitor controls processes and relevant accounting policies and procedures.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to Zapata’s annual or interim financial statements that would not be prevented or detected. Had Zapata performed an evaluation of its internal control over financial reporting in accordance with Section 404, additional control deficiencies may have been identified by management, and those control deficiencies could have also represented one or more material weaknesses.

In an effort to remediate the material weaknesses, Zapata has retained an accounting consulting firm to provide additional depth and breadth in its technical accounting and financial reporting capabilities. Zapata intends to complete a risk assessment to identify relevant risks and specify needed objectives. Zapata intends to formalize and communicate its policies and procedures surrounding its financial close, financial reporting and other accounting processes. Zapata intends to further develop and document necessary policies and procedures regarding its internal control over financial reporting, such that Zapata is able to perform a Section 404 analysis of its internal control over financial reporting when and as required following the completion of the Merger. Zapata cannot assure that these measures will significantly improve or remediate the material weaknesses described above. Zapata also cannot assure that it has identified all or that it will not have additional material weaknesses in the future. Accordingly, a material weakness may still exist when Zapata reports on the effectiveness of its internal control over financial reporting for purposes of its attestation when required by reporting requirements under the Exchange Act or Section 404 after the Merger. Further, while Zapata remains an emerging growth company, it will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm.

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Zapata expects to incur additional costs to remediate these control deficiencies, though there can be no assurance that its efforts will be successful or avoid potential future material weaknesses. If Zapata is unable to successfully remediate its existing or any future material weaknesses in its internal control over financial reporting, or if Zapata identifies any additional material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, Zapata may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Zapata’s financial reporting, and its stock price may decline as a result. Zapata also could become subject to investigations by NYSE, the SEC or other regulatory authorities.

Our ability to use existing or future net operating loss carryforwards and other tax attributes may be limited.

Zapata has incurred net operating losses (“NOLs”) for tax purposes for each year since its incorporation and expects to continue to operate at a loss for the foreseeable future. As of December 31, 2022, Zapata had a cumulative U.S. federal and state NOL carryforward of approximately $48.1 million and $29.8 million, respectively. If not utilized, an immaterial amount of U.S. federal NOLs generated prior to 2018 will expire at various dates through 2037 and the state NOLs will expire at various dates through 2042. The U.S. federal NOLs generated after 2017 can be carried forward indefinitely. Under the Code as currently in effect, the deductibility of the U.S. federal NOL carryforward as of December 31, 2022 (other than the immaterial amount generated prior to 2018) and all future U.S. federal NOL carryforwards is limited to 80% of taxable income, limiting or delaying in part the use of NOL carryforwards if and when we cease operating at a loss. We may potentially use these U.S. federal and state NOLs to offset taxable income for U.S. federal and state income tax purposes. However, the use of these NOLs may be subject to numerous limitations under the Code and under state tax laws. Among such limitations, Section 382 of the Code may limit the use of these NOLs in any year for U.S. federal income tax purposes in the event of certain past or future changes in ownership of Zapata or the Surviving Company. An ownership change under Section 382 of the Code, referred to in this discussion as an ownership change, generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Zapata has not conducted a Section 382 study to determine whether the use of its NOLs is impaired under Section 382 of the Code as a result of any prior ownership change. Zapata may have previously undergone one or more ownership changes. An ownership change in respect of the Surviving Company also could be deemed to be an ownership change in respect of Zapata. The Merger, or future issuances or sales of New Company Securities, including certain transactions involving New Company Securities that are outside of its control, could result in future ownership changes. Ownership changes that have occurred in the past or that may occur in the future, including in connection with the Merger, could result in the imposition of an annual limit under Section 382 of the Code on the amount of pre ownership change NOLs and other tax attributes that Zapata or the Surviving Company can use to reduce its taxable income, potentially increasing or accelerating its liability for income taxes, and also potentially causing those tax attributes to expire unused. States may impose similar limitations on the use of applicable NOLs. Zapata has recorded a valuation allowance related to its NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Any limitation on using NOLs, whether under Section 382 of the Code or otherwise under U.S. federal or state tax laws, could, depending on the extent of such limitation and the NOLs previously used, result in Zapata or the Surviving Company retaining less cash after payment of U.S. federal and state income taxes in respect of any year in which Zapata or the Surviving Company has taxable income, rather than losses, than Zapata or the Surviving Company would be entitled to retain if such NOLs were available as an offset against such income for U.S. federal and state income tax reporting purposes, which could adversely impact Zapata’s or the Surviving Company’s operating results.

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Risks Related to Zapata’s Business and Industry

Because we derive all of our current revenue from our Orquestra and Zapata AI Sense and related services, and our Industrial Generative AI offerings include only these solutions and Zapata AI Prose, failure of generative AI solutions in general and our Industrial Generative AI solutions in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects, and the current state of the generative AI industry is still new and rapidly evolving, so there is no guarantee that it will succeed.

We derive and expect to continue for the foreseeable future to derive all of our revenue from our Industrial Generative AI solutions, including corresponding services. As such, the market acceptance of generative AI solutions in general, and our Industrial Generative AI solutions in particular, are critical to our continued success. Market acceptance of generative AI solutions depends in part on market awareness of the benefits that generative AI solutions can provide over legacy products and services. In addition, in order for cloud-based generative AI solutions to be widely accepted, organizations must overcome any concerns with placing sensitive information on a cloud-based platform. Demand for our Industrial Generative AI solutions in particular is affected by a number of other factors, some of which are beyond our control. These factors include continued market acceptance of our software, the pace at which existing customers realize benefits from the use of our Industrial Generative AI solutions and provide word of mouth success stories, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. We expect that the needs of our current and potential customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our software continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of generative AI solutions in general or our Industrial Generative AI solutions in particular, our business operations, financial results, and growth prospects will be materially and adversely affected.

While generative models have existed for about two decades in largely their current form, the larger commercial impact and growth of generative AI occurred quite recently. This is exemplified through recent investment increases in generative AI by venture capitalists, who have increased their positions in generative AI from $408 million in 2018 to $4.8 billion and $4.5 billion in 2021 and 2022, respectively. We believe that the release of ChatGPT by OpenAI in late 2022 represents an inflection point for growth in the generative AI industry. This expected influx of investment could accelerate development from fundamental science to new technology applications. As generative AI is applied to new areas with untested conditions and new use cases, it is possible that, despite post-ChatGPT market enthusiasm, we could discover that generative AI is unfit for an application or use case. The field as a whole is rapidly evolving, which could mean that techniques that were once competitive become quickly outpaced by new techniques. With so many players entering the market, new techniques could be discovered by our competitors, allowing competitors to develop superior products or processes. If new techniques are discovered and shared publicly, the cost of re-implementing or adopting new best practices could be substantial. Given many of Zapata’s competitors are larger companies with more employees and better access to financial resources, Zapata may not be able to implement such new techniques as quickly as its competitors, or at all.

Generative AI is about creating numerical models from training data and then sampling from those models to generate new data. This process is inherently complex with many opportunities for flaws. Even with excellent training data and strong application, these models are non-deterministic, meaning they can give different outputs for the same inputs at different times. All of these factors can lead to false predictions and incorrect outputs. Additionally, many implementations of these techniques are not explainable, meaning a person is unable to clearly explain the reason why a model provided a certain output. This unpredictability could deter potential customers from purchasing our solutions. For these reasons, the impact of generative AI may be far more limited than analysts currently predict following the release of ChatGPT and other well-known generative AI programs.

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There can also be no assurance that our analysis of the eventual market need is correct. If our judgment on this topic is incorrect then the future value of our products and services, our competitive place in the market, and our future profitability may be materially less than we currently project.

Our business plan could suffer if we are not able to renew existing contractual relationships with third parties or enter into certain important strategic partnerships, and if we are unable to ensure that our Industrial Generative AI solutions offerings interoperate with a variety of software applications that are developed by others, we may become less competitive and our resulting operations may be harmed.

As an Industrial Generative AI solutions company, our solutions must provide our customers with the ability to use products of third parties, such as GPUs, which we do not manufacture. The cost or availability of these dependencies could be adversely affected by a variety of factors, including the transition to a clean energy economy, local and regional environmental regulations, and geopolitical disruptions. Our Industrial Generative AI solutions must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our AI software libraries to adapt to changes in hardware and software technologies. In particular, we have developed our AI software libraries to be able to easily integrate with key third-party applications, including the applications of software providers that compete with us as well as our partners. We are typically subject to standard terms and conditions of such providers or open source licenses, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. Our business will be harmed if any provider of such software systems:

• discontinues or limits our access to its software;

• modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or other platform and application developers;

• changes or modifies its open source license;

• changes how information is accessed by us or our customers;

• establishes more favorable relationships with one or more of our competitors; or

• develops or otherwise favors its own competitive offerings over AI software libraries.

Third-party services and products are constantly evolving, and we may not be able to modify our Industrial Generative AI solutions to assure their compatibility with that of other third parties as they continue to develop or emerge in the future or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our AI software libraries with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our Industrial Generative AI solutions. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our AI software libraries or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our AI software libraries with these products could decrease and our business, results of operations, and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations, and financial condition would be harmed.

Our business plan could suffer if we are not able to enter into important strategic partnerships.

As part of Zapata’s growth plans, it expects to expand, sell to, with, and through partners, including developing repeatable solutions built with services firms, and developing partnerships with system integrators and consulting services firms. However, Zapata’s relationships with these partners may not result in additional business. If Zapata is unable to enter into beneficial and contractual strategic partnerships, or further its relationship with existing partners, or is unable to do so on favorable terms, then its growth could be limited or delayed.

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We are highly dependent on our founders and key employees.

Our performance to date has relied and will for the foreseeable future rely heavily on our founders and key employees. The retention of these key employees, together with additional key hires, is considered critical to the long-term success of the company. All Zapata personnel, including the key scientists, engineers, and executives, are “at will” employees who could leave the company to accept alternative employment at any time. The more success we achieve serves to increase the risk that competitors, including large, well-established companies with far greater resources, will seek to hire our employees, including key employees. We are aware of this vulnerability and seek to address it through both succession planning and retention incentives. The loss of any key employee, especially to a competitor, could have a material adverse effect on our business, including by delaying the roll-out of products or diminishing the quantity or quality of our scientific output.

Our future success is also highly dependent on locating and hiring highly qualified key employees, both to replace any losses of key employees, including following our previous reductions in force, as well as to supplement our current employees.

Zapata’s business is dependent on growing and retaining competitive teams of sufficient size in the areas of algorithm development, product development, and software engineering; the failure to achieve any one of these objectives could materially affect its business.

Zapata’s core business model is to develop and sell software capable of delivering Industrial Generative AI solutions to enterprise customers at scale and services in connection with such software. This requires a science team to develop algorithms, capable of addressing valuable problems using quantum techniques and other mathematics. This requires a product development team that can describe software that not only is able to use the quantum techniques developed by its team, but also is able to handle enterprise production issues at scale. It also requires a software engineering team that can implement the product design through products that comply with the myriad legal and enterprise IT requirements and are robust enough to function in an enterprise production environment. Finally, these teams must have the capacity to complete their respective tasks in time to be of value to the market.

The ability to hire the personnel required to execute Zapata’s business plan depends, in part, on the availability of qualified applicants, something which is beyond our control. Quantum information processing and generative AI are relatively new fields and are inherently difficult. Although the pool of qualified quantum scientists and AI engineers is growing, it is limited and competition for that talent is global and aggressive, pitting Zapata against large, well-established companies with larger financial resources than Zapata as well as programs sponsored by foreign countries. In addition, limitations in or changes to immigration and work permit laws and regulations or the administration or interpretation of those laws could impair Zapata’s ability to attract and retain highly qualified employees.

There is no assurance that Zapata will be able to hire and retain an adequate number of AI experts, quantum scientists, product design specialists, and/or software engineers with the qualifications required to execute Zapata’s business plan. The failure of Zapata to build and maintain any one or more of these requisite teams could have a material adverse effect on Zapata’s future prospects.

Zapata’s estimate of market opportunities may prove to be inaccurate.

At present, there is no mature market for generative AI. This creates significant uncertainty in determining the potential market for Zapata’s Industrial Generative AI solutions. For example, it is possible to estimate the current and potential total addressable market for generative AI as an industry, but these estimates are based on third-party estimates and our own internal judgment, both of which may be materially inaccurate. There can be no assurance that Zapata’s or third-party estimates of the potential total addressable market for generative AI are correct, and such numbers do not account for the substantially more limited service obtainable market for Zapata’s Industrial Generative AI solutions. Additionally, Zapata’s market opportunities, future prospects, and future profitability will be materially lessened by delays in widespread enterprise adoption of generative AI, if enterprises adopt generative AI at all, which would reduce the relevant total addressable market.

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A limited number of customers have accounted for most of our revenue. If existing customers do not renew or expand their contracts with us, or if our relationships with these customers are impaired or terminated, our revenue could decline, and our results of operations would be adversely impacted.

As of September 30, 2023, our accounts receivable were from two main customers, representing 64% and 31% of our total accounts receivable. We have four customers that represent greater than 10% of our total revenue for the nine months ended September 30, 2023 and revenue recognized from these four customers represented approximately 34%, 25%, 23% and 18% of total revenue. In total, we had four customers during the nine months ended September 30, 2023, including one enterprise customer and agreements with two customers that we deem to be government contracts, consisting of a direct contract with the Defense Advanced Research Projects Agency (“DARPA”), a part of the United States Department of Defense, and a subcontract with L3Harris Technologies, Inc. (“L3Harris”) in connection with their work for DARPA. Historically, we had seven customers during the twelve months ended December 31, 2022, and four customers during the twelve months ended December 31, 2021. Until we can successfully broaden and diversify our customer base, we may continue to rely on only a few customers to generate our revenues. Although it is our strategy to market our products and services to a larger number of enterprise customers, there is no assurance that our strategy or efforts will be successful. By enterprise customers, we mean large businesses that have the size and resources to dominate a specific market, high revenue and a significant number of employees. If we fail to generate revenue from a broader customer base, our reliance on just a few customers may continue for an extended period of time, and the loss of any key customer will have material adverse effect on our operating results and financial condition.

Our customers have no obligation to renew, upgrade, or expand their subscriptions with us after the terms of their existing subscriptions expire. In addition, our customers may opt to decrease their usage of our Industrial Generative AI solutions. It is not possible for us to predict the future level of demand from our larger customers for our Industrial Generative AI solutions. As a result, we cannot provide assurance that our customers will renew, upgrade, or expand their subscriptions with us, if they renew at all. If one or more of our customers elect not to renew their subscriptions with us, or if our customers renew their subscriptions with us for shorter time periods, or if our customers decrease their usage of our Industrial Generative AI solutions, or if our customers otherwise seek to renegotiate terms of their existing agreements on terms less favorable to us, our business and results of operations would be adversely affected. Achieving renewal or expansion of usage and subscriptions may require us to engage increasingly in sophisticated and costly sales and support efforts that may not result in additional sales. In addition, the rate at which our customers expand the deployment of our Industrial Generative AI solutions depends on a number of factors. If our efforts to expand our relationships with our customers are not successful, our business, financial condition, and results of operations may be harmed. Additionally, if our customers do not provide word of mouth support for our Industrial Generative AI solutions, this could limit our ability to attract new customers.

Our business depends on our ability to attract new customers and on our existing customers purchasing additional subscriptions from us and/or renewing their existing subscriptions.

To increase our revenue, we must continue to attract new customers. As an early-stage company, we have limited experience with sales and, in particular, sales to our target large enterprise customers. Our success will depend to a substantial extent on the level of adoption of our Industrial Generative AI solutions. Generative AI is a new and evolving industry, so the level of adoption is uncertain. Numerous factors may impede our ability to add new customers, including but not limited to, our failure to compete effectively against alternative products or services, to attract and effectively train new sales and marketing personnel, to develop relationships with partners, to successfully innovate and deploy new applications and other solutions, to provide a quality customer experience and customer services, including increasing our employee headcount to provide for additional service providers, or to ensure the effectiveness of our marketing programs. If we are not able to attract new customers, it will have an adverse effect on our business, financial condition and results of operations.

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Our current Industrial Generative AI solutions, as well as applications, features, and functionality that we may introduce in the future or that we offer but have not yet sold, may not be widely accepted by our customers or may receive negative attention, each of which may lower our margins and harm our business.

Our ability to engage, retain, and increase our base of customers and to increase our revenue will depend on our ability to successfully market our existing Industrial Generative AI solutions, as well as create new applications, features, and functionality. Additionally, we have not yet sold one of our Industrial Generative AI solutions, Zapata AI Prose, to any customers. We may introduce significant changes to our existing Industrial Generative AI solutions or develop and introduce new applications, including technologies with which we have little or no prior development or operating experience. These new applications and updates, as well as our existing solutions that we have marketed but not yet sold, may fail to engage, retain, and increase our base of customers or may suffer from lag in adoption. New applications may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to our Industrial Generative AI solutions, or the introduction of new applications or initial sales of our applications to enterprise customers, is particularly difficult to predict. If new or enhanced applications fail to engage, retain, and increase our base of customers, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such applications, any of which may harm our business.

If the market for our Industrial Generative AI solutions fails to develop or grow as we expect, or if businesses fail to adopt our Industrial Generative AI solutions, our business, operating results, and financial condition could be adversely affected.

It is difficult to predict customer adoption rates and demand for our Industrial Generative AI solutions, the entry of competitive software, platforms and services. A substantial majority of our revenue has come from sales of our subscription-based software and related services, which we expect to continue for the foreseeable future. We cannot be sure that the generative AI market will continue to grow or, even if it does grow, that businesses will adopt our Industrial Generative AI solutions. Our future success will depend in large part on our ability to create a market for Industrial Generative AI solutions. Our ability to create such a market depends on a number of factors, including the cost, performance, and perceived value associated with our Industrial Generative AI solutions, as well as enterprise customers’ willingness to adopt a bespoke approach to resolving industrial problems. Potential customers may have made significant investments in legacy analytics software systems and may be unwilling to invest in new platforms and applications, and may prefer to work with larger, more established companies that have entered the broader generative AI market. If the market fails to develop or grows more slowly than we currently expect, our business, operating results, and financial condition could be adversely affected.

Zapata’s business plan relies upon the adoption of its Industrial Generative AI solutions by enterprise customers.

Zapata’s primary targeted customers are large enterprises with intractable problems that require addressing at scale. The success of Zapata’s business plan, therefore, materially depends upon its ability to sell its Industrial Generative AI solutions to such large enterprise customers. Sales to such customers involve risks that are different from or greater than risks involved in selling to smaller customers. Such risks include difficulties associated with longer sales, product, evaluation, and implementation cycles; higher customer-tailored requests and greater bargaining power on the part of the customer; and more intense competition from vendors who have been providing other software and services for years to the customer and are embedded in the customer’s IT infrastructure. If Zapata is not able to overcome these risks and successfully establish a meaningful share of the enterprise market, then its business prospects and future profitability could suffer.

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Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

Our results of operations may fluctuate, in part, because of the complexity of customer problems that our Industrial Generative AI solutions address, the resource-intensive nature of our sales efforts, the length and variability of the sales cycle for our offerings, and the difficulty in making short-term adjustments to our operating expenses. The timing of our sales is difficult to predict. The length of our sales cycle, from initial evaluation to payment for our subscriptions and related services can vary substantially from customer to customer and could extend over a number of years for some customers. Our sales efforts involve educating our customers about the use, technical capabilities, and benefits of our offerings. Customers often undertake a prolonged evaluation process. In addition, the size of potential customers may lead to longer sales cycles. We may also face unexpected deployment challenges with large organizations or more complicated deployment of our offerings. Large organizations may demand additional features, support services, and pricing concessions or require additional security management or control features. Some organizations may also require an on-premise solution rather than a cloud solution, which potentially requires additional implementation time and potentially a longer sales cycle. We may spend substantial time, effort and money on sales efforts to large organizations without any assurance that our efforts will produce any sales. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers.

Individual sales can be part of a long sales cycle, which impacts our ability to plan and manage cash flows and margins. These large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected. In addition, within each quarter, it is difficult to project which month a deal will close. Therefore, it is difficult to determine whether we are achieving our quarterly expectations and whether we will achieve annual expectations. Most of our expenses are relatively fixed or require time to adjust. Therefore, if expectations for our business are not accurate, we may not be able to adjust our cost structure on a timely basis, and our margins and cash flows may differ from expectations.

If we fail to respond to rapid technological changes, extend our Industrial Generative AI solutions, or develop new features and functionality, our ability to remain competitive could be impaired.

The market for our Industrial Generative AI solutions is characterized by rapid technological change, particularly since generative AI is a new and evolving industry, including frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of software embodying new technologies can quickly make existing software obsolete and unmarketable. Generative AI, particularly incorporating quantum techniques, are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced software. The success of any enhancements or improvements to our existing Industrial Generative AI solutions or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance, particularly as we provide custom solutions for specific use cases.

Any failure of our Industrial Generative AI solutions to operate effectively with future infrastructure platforms and technologies could impact our ability to attain new customers. If we are unable to respond to these changes in a timely and cost-effective manner, our Industrial Generative AI solutions may become less marketable, less competitive, or obsolete, and our business may be adversely affected.

The introduction of new generative AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our Industrial Generative AI solutions obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new Industrial Generative AI solutions, features, or capabilities, applying our existing Industrial Generative AI solutions to new use cases. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business.

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Zapata’s business could be negatively impacted by delays in development of its software platform.

Zapata has plans, including adequate staffing and other resources independent from the closing of the proposed Merger, that it believes will result in the development of and continued improvements to its software platform on a schedule that permits the execution of its business plan in a timely manner. Any delays in platform design and engineering work required to accomplish this could result in corresponding delays in the implementation of Zapata’s business plan in the market. Zapata is presently unaware of any outstanding design or engineering issues that cannot be resolved in the normal course, but the failure to complete necessary components of or improvements to its platform in a timely manner would have a serious negative impact on the company and might cause the company to fail.

The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in generative AI, quantum science, and enterprise software, as well as sales and operations professionals. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, or expertise, and we may not be able to fill positions as quickly as desired, particularly in light of our previous reductions in force. As we expect to be a publicly-traded company following the Merger, potential candidates may not perceive our compensation package, including our equity awards, as favorably as employees hired prior to the Merger. In addition, our recruiting personnel, methodology, and approach may need to be altered to address a changing candidate pool and profile. We may not be able to identify or implement such changes in a timely manner.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Job candidates may also be threatened with legal action under agreements with their existing employers if we attempt to hire them, which could impact hiring and result in a diversion of our time and resources. Additionally, laws and regulations, such as restrictive immigration laws, or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities.

Companies with greater resources than Zapata have in the past recruited or attempted to recruit our employees. If we cannot retain these employees, it may adversely affect our ability to deliver on our Industrial Generative AI solutions. Furthermore, third-party offers to our employees of greater compensation have in the past forced and may in the future force Zapata to offer significant additional compensation, which may adversely impact Zapata’s financial performance. Additionally, continued high inflation, without regard to competition, may also require Zapata to increase compensation and failure to do so might impact our employee retention. Such increases would also adversely impact Zapata’s financial performance.

We believe that a critical component to our success and our ability to retain our best people is our culture. As we continue to grow and develop a public company infrastructure, we may find it difficult to maintain our company culture. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

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Any failure to offer high-quality support services for our customers may harm our relationships with our customers and, consequently, our business.

Once our Industrial Generative AI solutions are deployed, our customers depend on our services teams to resolve technical and operational issues relating to our Industrial Generative AI solutions. Our ability to provide effective support is largely dependent on our ability to attract, train, and retain qualified personnel with experience in interfacing with customers. If the number of our customers grows, this will put additional pressure on our customer services teams. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support. We also may be unable to modify the future, scope, and delivery of our support to compete with changes in the services provided by our competitors. Increased customer demand for support services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, if we experience increased customer demand for support, we may face increased costs that may harm our results of operations. If our customer base expands, we will need to hire additional support staff to deliver and support our Industrial Generative AI solutions, and our business may be harmed. Our ability to attract new customers is highly dependent on our business reputation and on our ability to deliver value to our customers. Any failure to deliver value, or a perception that we do not deliver value for our customers, would harm our business.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

While our primary revenue model is based on multi-year engagements with enterprise customers, we selectively pursue U.S. government contracts as a complementary revenue source. This includes our existing work with DARPA, which has selected Zapata AI, alongside several other enterprise, academic, and technology partners, to quantify the long-term utility of quantum computers. We may also target highly regulated organizations. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so restrict our ability to sell into the government sector. Government demand and payment for our Industrial Generative AI solutions may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our Industrial Generative AI solutions.

Further, governmental and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed with private sector customers.

Contracts with governmental entities may also include preferential pricing terms, including, but not limited to, “most favored customer” pricing. In the event that we are successful in being awarded a government contract, such award may be subject to appeals, disputes, or litigation, including but not limited to bid protests by unsuccessful bidders.

As a government contractor or subcontractor, we must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to non-ordinary course audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling our products and services to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government would adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception and growth prospects.

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Governmental and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales expected from a government entity or highly regulated organization for a particular quarter are not realized in that quarter or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected.

Zapata’s success could be materially affected by problems with or defects in the Orquestra platform or our other software offerings.

In addition to issues commonly facing all providers of commercial software, the development of our Industrial Generative AI solutions involves converting novel, complex scientific algorithms into software code. We may experience unintended design and/or implementation defects or other quality issues in our software code. We may also experience defects in the products and services of third parties on which we rely to provide our products and services, including third-party cloud providers. Problems can be caused by a variety of factors, including premature or failed introduction of new products, vulnerabilities or defects in proprietary and open source software, human error or misconduct, design limitations, or denial of service or other security-related incidents. We do not have a contractual right with our public cloud providers that will compensate Zapata for any losses due to availability interruptions in the public cloud.

Any defects in the Orquestra platform or other software offerings, whether caused by defective design, defective coding, or defects introduced through third-party components; any disruptions in our ability to provide our Industrial Generative AI solutions, including by means of public cloud; and/or any other quality issues with our Industrial Generative AI solutions could affect our business reputation and brand, could cause us to spend material amounts to address the defects, could cause material delays in the execution of our business plan, and could have a material adverse effect on our business opportunities, revenue, and future profitability.

The pursuit of inorganic growth opportunities could result in harm to our business.

We may pursue growth opportunities by acquiring complementary businesses or other assets for strategic purposes, such as companies with expertise in software development, data management such as Extract Transform, Load (ETL), AI, natural language understanding (NLU), or market verticals in which we are interested; companies with an IP portfolio that could compliment ours; companies with customer lists that could shorten the sales cycle to significant customers. The pursuit of such strategic opportunities could be both expensive and distracting, could have a significant impact on the company’s capital structure, and even if the transaction is completed as desired the results may not be as predicted.

We do not have any negotiations in progress, nor have we entered into any contracts for acquisitions as of the date of this proxy statement/prospectus. However, to the extent such opportunities, may arise, there can be no assurance that the pursuit of any such opportunities will succeed and, if they fail, they could have a material adverse effect on Zapata’s business and future profitability.

Risks Related to Competition

Competitors may develop products and technologies that are superior to Zapata’s Industrial Generative AI solutions.

Our business plan is based on the belief that the value of our Industrial Generative AI solutions will be enhanced by delivering, in a single unified software platform, the ability to: allow deployment in any desired environment; permit the development or implementation of applications and services that are capable of all data handling tasks, including processing input data in a manner calculated to maximize the ultimate Industrial

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Generative AI solution. Presently, we are unaware of any competing product either on the market or announced as being under development that we believe reasonably could be deemed to provide all of these features in a unified platform. However, products and services addressing enterprise level computational problems are presently being supplied by large, well-established companies in the areas of data management and AI, such as DataRobot, Inc., Dataiku Inc., Databricks, Inc., Domino Data Lab, Inc., Palantir Technologies Inc. and C3.ai, Inc. These companies, by using existing talent or hiring Ph.D.-level experts in mathematics, computer science, physics, and related fields, could develop software that utilizes similar or better mathematical techniques as to what Zapata has found to date, and develop and offer these to the market as competitive libraries, services, and applications. Large-scale public cloud providers, such as Google, Inc., Microsoft, Inc. and Amazon Web Services, Inc. have all-in-one machine learning solutions. It is possible, if not likely, that, if they have not already begun, these existing companies will seek to build advanced algorithm expertise and integrate quantum techniques running on currently available classical hardware into their existing platforms and leverage their existing customer relationships to press adoption of these solutions, which could create a direct competition to our software platform.

Many of our existing and potential competitors have, or could have, substantial competitive advantages such as:

• greater name recognition, longer operating histories, and larger customer bases;

• larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services;

• existing, broader, deeper, or otherwise more established relationships with sales partners and customers;

• wider geographic presence or greater access to larger customer bases;

• greater focus in specific geographies or industries;

• lower labor and research and development costs;

• larger and more mature intellectual property portfolios; and

• substantially greater financial, technical, and other resources to provide support, make acquisitions, hire talent, and develop and introduce new products and services.

There can be no guarantee that a competitor will not develop a product superior to ours or one that is perceived by the market to be superior. Nor can there be any guarantee that a combination of products will not be able to provide solutions that are superior, or are perceived to be superior, to our Industrial Generative AI solutions. The introduction of such a product or combination of products could have a material adverse effect on our business, profitability, and financial condition.

The generative AI industry is highly competitive and Zapata may not be successful in establishing itself as a viable competitor without regard to the value of our Industrial Generative AI solutions.

Generative AI is an industry with great promise that has attracted global interest and participation. In addition, the recent rapid rise of the generative AI industry has given rise to less-established public and private companies, including new startups, which may compete, in whole or in part, with Zapata’s products and services. This competition in the market for generative AI is already great and is expected to intensify over time.

To compete successfully in this market, Zapata must develop its products and technologies in a timely manner, effectively market these products against multiple competitors, and support these products at levels expected by enterprise customers. Delays in the introduction of new products may cause our existing or potential customers to adopt our competitors’ products, making it difficult or impossible for our products later to displace the competitive products without regard to the relative value of the respective products.

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There can be no assurance that we can timely deliver products that will result in Zapata having a material share of this market, even if our products are superior. The inability of Zapata to establish a position and market share in this highly competitive industry will adversely affect our future prospects and may cause the company to fail.

Our business plan depends, in part, on access to public clouds through major cloud providers and there is no guarantee that access will be available on reasonable terms.

Zapata’s Industrial Generative AI solutions will permit deployment of our software in various scenarios, including on the premises of a customer, hybrid clouds controlled by the customer, or a public cloud controlled by Zapata. Although not necessary in all customer engagements, an important aspect of business plan is to make our Industrial Generative AI solutions available via a public cloud controlled by Zapata. To accomplish this, we are required to negotiate cloud access with one or more cloud providers. The two largest public cloud providers, Amazon Web Services (“AWS”) and Microsoft Azure (“Azure”), are both engaged in their own initiatives that could compete with Zapata’s Industrial Generative AI solutions in whole or in part. There is a risk that a cloud provider important to our business plan could use control of their public cloud to deny or place Zapata at a competitive disadvantage by various means, including embedding innovations or privileged interoperating capabilities in products competing with ours, bundling competing products, requiring unfavorable pricing, including terms or conditions or regulatory requirements that make our Industrial Generative AI solutions uncompetitive, or leveraging their existing relationships with our customers to pressure customers to use their products rather than ours.

There can be no guarantee that we will be able to deploy our Industrial Generative AI solutions on public clouds controlled by competitors. The failure to be able to access public clouds, or the imposition of restrictive terms as a condition to such access, limit the adoption and use of our Industrial Generative AI solutions by customers, increase our operating expenses, damage our brand, and/or place us at a disadvantage when competing for customer accounts. Any of these could have a material adverse effect on Zapata’s business operations, market share, and profitability.

Our business plan depends, in part, on access to GPU and other specialized hardware either directly through the purchase of computing hardware and installation in data centers, or through third party providers. There is no guarantee that access through either path will be available on reasonable terms, or at all.

Many of the techniques developed by Zapata would require the use of specialized hardware to execute an algorithm in a time or cost efficient manner as required by the constraints of an application. Access to this hardware can be obtained through the purchase of this hardware and installation in a data center, or through a third party infrastructure service provider. Hardware could be purchased from providers such as NVIDIA, Intel, AMD, DWave, or Fujitsu. Supply chain problems, chip shortages, or geopolitical conditions beyond our control could all impact our ability to access this hardware, either directly or through a third party provider. Additionally, getting space in an existing facility and maintaining the hardware would require additional expertise that would need to be either hired or contracted by Zapata, and identifying and hiring such experts could be costly and time-consuming. We could also face difficulties securing terms to host this hardware on reasonable terms, or at all.

Alternatively, instead of competing to purchase hardware directly, we could rent time on that hardware from infrastructure service providers. In this case, we would rely on third party providers to provide cloud-based network access to these on an hourly, annual, or other basis. However, there can be no assurance that these third party provides could obtain access to hardware on reasonable terms, or at all.

Additionally, external factors, including the coronavirus pandemic, have caused a chip shortage, making it difficult for third party suppliers, such as NVIDIA and AMD, to keep up with demand. Consequently, we may have difficulty obtaining access to GPUs at reasonable prices, or at all.

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Risks Related to Intellectual Property

Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist relating to generative AI, algorithms and software, differential equations and optimization, and hardware optimization. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any of our existing patents or pending patent applications, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if our patent applications succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

There is no guarantee that Zapata’s IP will provide the desired competitive advantage.

We seek to provide ourselves with a competitive advantage by making key elements of our Industrial Generative AI solutions proprietary, through one of two means. First, we pursue patent protection for some inventions that we believe qualify for protection under the patent laws. In cases in which patent protection is sought, the details of the invention eventually will be made public in the normal course, usually within eighteen months of filing. As to these inventions, competitors will eventually know the details of and can use the inventions to compete with us, unless a patent is granted prohibiting such use and we can learn of violations and effectively enforce our patent rights in light of the costs and complexities involved in such enforcement litigation. Second, some elements of our Industrial Generative AI solutions we seek to protect as trade secrets. As to our trade secrets, competitors will not be able to know our techniques provided the trade secrets are not improperly disclosed, but if a competitor independently develops the same technique and files for and is granted patent protection we could find ourselves prohibited by the patent laws from practicing our trade secret technology.

There is no assurance that our pending or future patent applications will be granted and provide us patent protection as to the claims in those applications. Moreover, we cannot guarantee that our patent rights will not be violated by competitors, that we will be able to detect such violations, or that if violations are detected we will be in a position effectively to enforce our patent rights. Nor can we guarantee that our trade secrets will remain secret and not be disclosed to competitors either inadvertently or through violation of contractual secrecy agreements, or that our trade secrets are not independently developed by competitors. The failure of our IP strategy to protect key elements of our Industrial Generative AI solutions could materially reduce any competitive advantage we might otherwise have and have a corresponding adverse effect on our market share and/or profitability.

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We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm our business.

We may become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our products, services and technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which we are unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future products, services or technologies. There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future products, services or technologies. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future products, services or technologies. Lawsuits can be time-consuming and expensive to resolve, and they divert management’s time and attention. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. Companies that have developed and are developing technology are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. Our products, services or technologies may not be able to withstand any third-party claims against their use. In addition, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. In a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and its ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in its defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. Our patent portfolio may not be large enough to deter patent infringement claims, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant solution revenue, and therefore, our patent portfolio may provide little or no deterrence as it would not be able to assert its patents against such entities or individuals. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of its products, services or technologies or cease business activities related to such intellectual property. Although the company carries general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on its business, financial condition or results of operations. Any intellectual property litigation to which we might become a party, or for which it is required to provide indemnification, regardless of the merit of the claim or its defenses, may require us to do one or more of the following:

• cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party;

• make substantial payments for legal fees, settlement payments or other costs or damages;

• obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;

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• redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or

• indemnify organizations using our services or platform or third-party service providers.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources.

Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our Industrial Generative AI solutions and subject us to possible litigation.

A portion of the technologies we use incorporates third-party open source software, and we may incorporate third-party open source software in our solutions in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and requesting compliance with the open source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Some open source software licenses require end users who use, distribute or make available across a network software and services that include open source software to offer aspects of the technology that incorporates the open source software for no cost. We may also be required to make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications or derivative works we create based upon, incorporating or using the open source software and/or to license such modifications or derivative works under the terms of the particular open source license. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we could be required to incur significant legal expenses defending against those allegations and could be subject to significant damages, enjoined from offering or selling our solutions that contained the open source software, and required to comply with the foregoing conditions, and we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some of our software. Any of the foregoing could disrupt and harm our business.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our Industrial Generative AI solutions. Any of the foregoing could harm our business and could help our competitors develop platforms and applications that are similar to or better than ours.

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In addition, companies that currently sponsor and maintain open source software may choose to change the terms of their open source software licenses. These license changes could cause us to lose access to upgrades for commercial use that are currently available to us or otherwise restrict the way Zapata is currently using them. These changes could mean that Zapata must invest engineering resources to maintain that library itself, move to a different underlying software library, or engineer a replacement in order to keep the same feature set in its offerings.    

Because of the characteristics of open source software, there may be fewer technology barriers to entry by new competitors and it may be relatively easy for new and existing competitors with greater resources than we have to compete with us.

One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies and/or individuals. As a result, others could easily develop new platforms and applications based upon those open source programs that compete with existing open source software that we support and incorporate into our Industrial Generative AI solutions. Such competition with use of the open source projects that we utilize can materialize without the same degree of overhead and lead time required by us, particularly if the customers do not value the differentiation of our proprietary components. It is possible for new and existing competitors with greater resources than ours to develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our Industrial Generative AI solutions. In addition, some competitors make open source software available for free download and use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source software will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business.

If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance open source technologies, we may be unable to develop new technologies, adequately enhance our existing technologies or meet customer requirements for innovation, quality and price.

We rely to a significant degree on a number of open source software programmers, or committers and contributors, to develop and enhance components of our Industrial Generative AI solutions. Additionally, members of the corresponding Apache Software Foundation Project Management Committees (“PMCs”), many of whom are not employed by us, are primarily responsible for the oversight and evolution of the codebases of important components of the open source data management ecosystem. If the open source data management committees and contributors fail to adequately further develop and enhance open source technologies, or if the PMCs fail to oversee and guide the evolution of open source data management technologies in the manner that we believe is appropriate to maximize the market potential of our solutions, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our Industrial Generative AI solutions. We also must devote adequate resources to our own internal programmers to support their continued development and enhancement of open source technologies, and if we do not do so, we may have to turn to third parties or experience delays in developing or enhancing open source technologies. We cannot predict whether further developments and enhancements to these technologies would be available from reliable alternative sources. In either event, we may incur additional development expenses and experience delays in technology release and upgrade. Delays in developing, completing, or delivering new or enhanced components to our Industrial Generative AI solutions could cause our offerings to be less competitive, impair customer acceptance of our solutions, and result in delayed or reduced revenue for our solutions.

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Risks Related to Government Regulation and Litigation

Laws and regulations governing data use, privacy, and security could burden our business.

Our business has remote employees and subsidiary offices located in different countries worldwide. We also serve customers located around the world. We are subject to all applicable laws regulating data use, privacy and security, whether U.S. federal, state, or local, or internationally, including the General Data Protection Regulation (“GDPR”) of the European Union. These laws are complex and can change in material ways. Compliance with these laws is time-consuming and expensive. A failure, or even the perceived failure, to comply with these laws could provoke regulatory investigation requiring a legal response and lead to action that could require a major overhaul of our data systems.

There can be no assurance that we will budget sufficient resources to ensure compliance with data use, privacy, and security laws and regulations, or that we will be successful in our efforts to comply. A failure on our part to accomplish either of these goals could harm our future financial condition and results of operations.

Compliance with data use, privacy, and security laws will be an inherent feature in our product design and a change in those laws could negatively affect the value of our Industrial Generative AI solutions.

We seek to provide generative AI solutions, as well as quantum inspired and quantum information processing enhanced AI solutions to large enterprise users located anywhere in the world. We anticipate that the data required to be processed by such solutions can be located in different jurisdictions, subject to different and changing data laws. We also anticipate that our future enterprise customers may have their own policies with respect to the manner in which the data they maintain can be handled, stored, and used. Our Industrial Generative AI solutions are and will continue to be designed to permit compliance with any applicable data laws or internal IT policy of enterprise customers.

There can be no assurance, however, that our software product design is adequate to permit the deployment of our Industrial Generative AI solutions in compliance with existing data laws or customer policies or that these laws and/or policies will not change in the future in a way that makes deployment of our solutions impossible or more costly. A failure on our part to design and re-design our software platform to permit compliance with applicable data laws and customer policies could limit our sales, harming our growth and profitability, or in the worst case create substantial contract liability to a customer for causing a breach of applicable data laws with respect to the customer’s data.

We are potentially subject to governmental export and import control laws that could negatively impact our business.

As are all U.S.-based businesses, Zapata is subject to various U.S. laws prohibiting the export of certain goods and services and imposing certain trade sanctions. Presently, quantum software including quantum inspired techniques and AI software are not generally subject to the U.S. export control regime but could be subject to those controls depending on the specific application the software would be used to address. Moreover, the list of goods and services subject to the U.S. export control regime is expected to change and grow in the future to include additional items relating to quantum computing. These laws might limit our ability to sell our Industrial Generative AI solutions to customers.

In addition, under the “deemed export” rules, to the extent the export control laws prohibit a sale of certain technology to non-U.S. customers the laws also prohibit disclosure of that technology to non-U.S. persons. Our workforce is global and includes non-U.S. employees. A prohibition on disclosure of certain of our technology to such employees could be disruptive to our business and cause delays and additional expense in developing, selling, and supporting our Industrial Generative AI solutions.

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There can be no assurance that our efforts to comply with current and future export control laws will be successful and the failure to do so could result in significant expense associated with governmental investigation and/or enforcement action. There also can be no assurance that the export control laws or changes to those laws will not limit our ability to sell our Industrial Generative AI solutions or affect our internal operations in a way that causes a material adverse impact on our financial condition or profitability.

Zapata is subject to U.S. and foreign anti-corruption, anti-bribery, and similar laws, the violation of which can lead to substantial harm to our business.

Zapata is subject to various anti-corruption and anti-bribery laws in the U.S., including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.S. domestic bribery laws, the U.K. Bribery Act, and other anti-corruption and anti-money laundering laws in the countries in which we conduct activities. Such laws prohibit companies, their employees, and their third-party agents and representatives from authorizing, promising, offering, soliciting, or accepting, directly or indirectly, improper payments or benefits to or form any person whether in the public or private sector. Awareness of and compliance with these laws is of particular concern to Zapata, because we are and intend in the future to be doing business with both U.S. and foreign entities, some of which are affiliates of the U.S. or foreign governments. In addition, our business is likely to require us to seek governmental approvals from time to time. Detecting, investigating, and resolving any actual or alleged violations of these laws can be expensive and time-consuming.

There can be no assurance that our efforts to comply with these laws will be successful and a failure to comply, whether such failure results from the actions of our own employees or a third-party representing us, could result in costly internal or outside investigations, whistleblower complaints, governmental investigations and enforcement actions, substantial financial settlements, fines or other criminal penalties, injunctions or other bans limiting our ability to do business, reputational harm, and other collateral consequences, any of which could have a material adverse effect on our profitability and the value of New Company Common Stock.

We have customers and sales teams outside the United States, where we may be subject to increased business and economic risks that could harm our business.

We have customers in two countries. We also have several active business development activities in countries outside of North America, including Asia (e.g., Japan and Singapore) and Europe (e.g., the United Kingdom, Spain and Denmark). We expect to continue to expand our international marketing efforts. Any new markets or countries into which we attempt to sell our Industrial Generative AI solutions may not be receptive. For example, we may not be able to expand further in some markets if we are not able to satisfy certain government-and industry-specific requirements. In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting an early-stage company with limited resources in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems, and commercial markets. Future international expansion will require investment of significant funds and other resources. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with:

• recruiting and retaining talented and capable employees outside the United States and maintaining our company culture across all of our offices;

• potentially different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues;

• compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, and consumer protection, and the risk of penalties to us and individual members of management or employees if our practices are deemed to be out of compliance;

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• operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States and the practical enforcement of such intellectual property rights outside of the United States;

• securing our locally operated systems and our data and the data of our customers and partners accessible from such jurisdictions;

• compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions, anti-money laundering laws and other regulatory limitations on our ability to provide our Industrial Generative AI solutions in certain international markets;

• foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States;

• political and economic instability, including military actions affecting Russia, Ukraine and/or surrounding regions, changes in political conditions in China and changes in the state of China-U.S. relations, including any tensions relating to potential military conflict between China and Taiwan;

• changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes, and other trade barriers;

• generally longer payment cycles and greater difficulty in collecting accounts receivable;

• double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

• higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.

Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business in international jurisdictions. We may be unable to keep current with changes in laws and regulations as they occur. Although we have implemented policies and procedures designed to support compliance with these laws and regulations, there can be no assurance that we will always maintain compliance or that all of our employees, contractors, partners, and agents will comply. Any violations could result in enforcement actions, fines, civil and criminal penalties, damages, injunctions, or reputational harm. If we are unable to comply with these laws and regulations or manage the complexity of our global operations successfully, we may need to relocate or cease operations in certain foreign jurisdictions.

Zapata is exposed to risks associated with litigation, investigations, and regulatory proceedings.

We may in the future face legal, administrative, regulatory, and/or criminal proceedings that are based on a variety of individual or governmental complaints against us, including by way of example: shareholder direct or derivative actions alleging violations of the securities laws by the company or breach of fiduciary duty by our directors; challenges to our IP brought by competitors; breach of contract claims asserted by customers; employee lawsuits asserting violation of various employment or whistleblower laws; or governmental actions based on alleged violations of securities, tax, anti-trust, export control, data privacy, or other applicable laws. Litigation and regulatory proceedings are inherently uncertain, but in nearly every instance are time-consuming, expensive, and cause reputational damage. The potential outcomes can include substantial monetary awards, limitations on our ability to do business, or criminal liability on the part of the company and/or some of its officers, directors, or employees. In some instances, it may not be possible to obtain insurance against specific risks. Even when insurance is available, we may not have purchased such insurance either by oversight or by a conscious decision that the cost of the insurance did not justify its purchase. We also cannot guarantee that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

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In addition, we may conclude in the future to bring a legal action against a customer or competitor, for example to recover damages caused to Zapata. Such litigation can be lengthy, time-consuming, and expensive and the outcome is uncertain. Because of these considerations, such litigation is often settled for an amount materially less than the actual damage caused.

There can be no assurance that we will not be subject of litigation, investigations, and/or regulatory proceedings which, whether singly or cumulatively, will have a material adverse effect on our financial condition or ability to do business. Nor can there be any assurance that we will prevail in any litigation brought by us or even if we do prevail that an award or settlement will timely or adequately compensate us for the losses the litigation sought to recover.

Risks Outside Our Specific Business

Our business relies on computer systems which are vulnerable to attack and/or failure.

As is the case with nearly every business, we rely on computers and computer networks, both public and private, to perform most of the actions required for us to do business, including internal and external communications, development of our software and IP, storage of our business and financial records, and deployment of our Industrial Generative AI solutions. Such computer systems are inherently susceptible to unintentional failures as well as various forms of cyber-attack, including denial of service attacks, ransomware attacks, email hacking and phishing, computer malware and viruses, and social engineering attacks. Zapata, like other companies, may also be the subject of unauthorized access resulting from employee misconduct. These risks are potentially greater for us because the nature of our business provides an additional incentive for bad actors, including foreign nation states and domestic and foreign businesses, to attack our systems for the purpose of gaining information about generative AI, quantum computing and quantum algorithms, the development of which currently is a priority for many businesses and countries.

Our Orquestra platform is built to be accessed through third-party public cloud providers such as AWS and Azure. These providers may also experience breaches and attacks to their products which may impact our systems. Data security breaches may also result from non-technical means, such as actions by an employee with access to our systems. While we and our third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of sensitive or confidential information.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information, or our technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our platform or other software. Any actual or potential security breach of our software, our operational systems, our physical facilities, or the systems or facilities of our vendors, or the perception that one has occurred, could result in adverse consequences, such as litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be perceived or asserted to be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others, with further financial, operational, and reputational damage.

The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our

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business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements from regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of security risks relating to our own services. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach may cause us to breach customer contracts.

If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information; litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our software, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our software capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our software, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

We may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase as we grow our customer base, and store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data. There can be no assurance that we can successfully prevent such occurrences, which could damage our reputation and/or result in the theft our important IP, either of which could damage our business prospects and future profitability.

Widespread damage to the global economy would likely adversely affect our business.

The global economy as a whole is susceptible to conditions unrelated to Zapata or the computing industry, including pandemics such as COVID-19, economic recession or depression, international trade wars, the imposition of tariffs on our products, political unrest, natural catastrophes, climate change, terrorism, wars between nation states, or other matters that could have a general widespread negative impact on global commerce. Any such condition could affect our business in one or more of a variety of ways, including reducing or eliminating the availability of capital at a time Zapata requires such capital, denying us the ability to sell our

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Industrial Generative AI solutions in certain countries around the world, restricting our ability to hire qualified employees needed to effectuate our business plan, causing customers to reduce or eliminate their expenditures on generative AI computing or quantum techniques enhanced software, and/or preventing our customers from paying amounts owed to us.

Damage to the global economy could materially harm our business and if we are unable to persevere through such adverse conditions could cause Zapata to fail.

Risks Relating to the Merger and Ownership of the New Company Common Stock

An active trading market for the New Company Common Stock may never develop or be sustained, which may cause shares of the New Company Common Stock to trade at a discount to the price implied by the Merger and make it difficult to sell shares of New Company Common Stock.

We expect to list the New Company Common Stock on the NYSE under the symbol “ZPTA.” However, we cannot assure you that an active trading market for the New Company Common Stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the likelihood that an active trading market for the New Company Common Stock will develop or be maintained, the liquidity of any trading market, your ability to sell your shares of the New Company Common Stock when desired or the prices that you may obtain for your shares.

The market price of the New Company Common Stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline.

The trading price of the New Company Common Stock following the Merger is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in the New Company Common Stock. Factors that could cause fluctuations in the trading price of the New Company Common Stock include the following:

• price and volume fluctuations in the overall stock market from time to time;

• volatility in the trading prices and trading volumes of technology industry stocks;

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• sales of shares of the New Company Common Stock by stockholders or by us;

• failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

• the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

• announcements by us or our competitors of new offerings;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated changes in our results of operations or fluctuations in our results of operations;

• actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

• litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

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• announced or completed acquisitions of businesses, services or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

• changes in accounting standards, policies, guidelines, interpretations or principles;

• any significant change in our management;

• economic instability in the global financial markets and slow or negative growth of our markets; and

• other factors described in this “Risk Factors” section.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Sales under the Lincoln Park Purchase Agreement could result in substantial dilution.

Pursuant to the Lincoln Park Registration Rights Agreement, the SPAC will be required to file a registration statement covering shares of New Company Common Stock that are issuable to Lincoln Park under the Lincoln Park Purchase Agreement (the “Lincoln Park Registration Statement”) with the SEC within forty-five (45) days following the Closing. After the Lincoln Park Registration Statement becomes effective, if and when the Surviving Company does sell New Company Common Stock to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park by the Surviving Company could result in substantial dilution to the interests of other holders of shares of New Company Common Stock. Additionally, the sale of a substantial number of shares of New Company Common Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for the Surviving Company to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales.

If the Surviving Company does sell New Company Common Stock to Lincoln Park, Lincoln Park would receive shares of New Company Common Stock for up to thirty-six (36) months at a discount to the then current market price (or at a discount to the average of the three lowest closing sale prices during the ten consecutive business days ending on the business day immediately preceding the purchase date). This gives Lincoln Park an incentive to sell such shares immediately. As such, Lincoln Park would not be subject to the same level of market risk as other investors. Each potential Lincoln Park purchase would result in the issuance of additional shares of New Company Common Stock, which would further dilute the Surviving Company stockholders, and may in turn decrease the trading price of the New Company Common Stock and the Surviving Company’s ability to obtain additional financing.

As a former shell company, the Surviving Company will face certain disadvantages relative to companies that pursue a traditional initial public offering, including ineligibility for certain forms and rules for extended periods.

The SPAC is a special purpose acquisition company, a form of shell company under the rules of the SEC. Shell companies are more highly regulated than non-shell operating companies and face significant additional restrictions on their activities under federal securities laws. As a result of the Merger, the Surviving Company will cease to be a shell company. However, companies that were formerly shell companies continue to face disadvantages under SEC rules, including (a) the inability to use Form S-3 until at least one year after the filing of information equivalent to that required by Form 10 after ceasing to be a shell company, (b) the inability to qualify as a “well-known seasoned issuer” and file automatically effective registration statements for three years after ceasing to be a shell company, (c) the inability to “incorporate by reference” information in certain

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registration statements filed under the Securities Act for a period of three years after ceasing to be a shell company, (d) the inability to use most free writing prospectuses until at least three years after a qualifying business combination, (e) the inability to use Form S-8 to register shares issuable in connection with certain compensatory plans and arrangements until 60 days after the filing of information equivalent to that required by Form 10, (f) the inability of stockholders to rely on Rule 144 for resales of securities until at least one year after the filing of information equivalent to that required by Form 10 and the provision of current public information, and (g) exclusion from certain safe harbors for offering-related communications under the Securities Act for three years after ceasing to be a shell company, including for research reports and certain communications in connection with business combinations. For more information about Rule 144 and its potential impact on the Surviving Company stockholders, please see the section titled “Securities Act Restrictions on Resale of Common Stock” in this proxy statement/prospectus. We expect that these disadvantages will make it more challenging and expensive, and create greater risks and delays, for both the Surviving Company and its stockholders to offer securities. These challenges may make our securities less attractive than those of companies that are not former shell companies and may raise our relative cost of capital.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of the New Company Common Stock, the market price and trading volume of the New Company Common Stock could decline.

The trading market for the New Company Common Stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. We do not currently have, and may never obtain, research coverage by industry or financial analysts. If no, or few, analysts commence coverage of us, the trading price of the New Company Common Stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of the New Company Common Stock, the price of the New Company Common Stock could decline. If one or more of these analysts cease to cover the New Company Common Stock, we could lose visibility in the market for the New Company Common Stock, which in turn could cause our stock price to decline.

Reports published by analysts, including projections in those reports that differ from the Surviving Company’s actual results, could adversely affect the price and trading volume of the New Company Common Stock

Securities research analysts may establish and publish their own periodic projections for the Surviving Company following consummation of the Merger. These projections may vary widely and may not accurately predict the results we actually achieve. The share price of the New Company Common Stock may decline if the Surviving Company’s actual results do not match the projections of these securities research analysts. If any of the analysts who may cover the Surviving Company issue an adverse or misleading opinion regarding the Surviving Company, its business model, its intellectual property or its stock performance, change their recommendation regarding shares of the New Company Common Stock adversely or provide more favorable relative recommendations about the Surviving Company’s competitors, the price of shares of the New Company Common Stock would likely decline. If one or more of these analysts ceases coverage of the Surviving Company or fails to publish reports on it regularly, the share price or trading volume of the New Company Common Stock could decline. While the Surviving Company expects research analyst coverage following consummation of the Merger, if no analysts commence coverage of the Surviving Company, the market price and volume for the New Company Common Stock could be adversely affected.

The Surviving Company will incur significant increased costs as a result of the Merger and as a result of being a public company, and its management will be required to devote substantial time to new compliance initiatives.

The Surviving Company will incur significant transaction costs in connection with the Merger. The Surviving Company and the SPAC have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Merger, with the Surviving Company operating as a public company

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immediately following the consummation of the Merger. The Surviving Company may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Merger), including all legal, financial advisor, accounting, consulting, banking and other fees, expenses and costs, will be paid by us at the closing of the Merger.

As a public company, the Surviving Company will incur significant legal, accounting and other expenses that Zapata did not incur as a private company. These expenses may increase even more after it is no longer an “emerging growth company.” The Surviving Company’s management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. For example, the Surviving Company will need to implement additional internal controls, both generally and to address the material weaknesses discussed in “Risks Related to Zapata’s Financial Condition and Status as an Early Stage Company,” and disclosure controls and procedures, retain a transfer agent and adopt an insider trading policy. As a public company, the Surviving Company will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with the Surviving Company’s obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC and NYSE, have increased legal and financial compliance costs and will make some compliance activities more time-consuming. For example, NYSE imposes requirements to obtain stockholder approval for the issuance of equity securities in a variety of circumstances, and this requirement can limit the financing alternatives available to the Surviving Company and thereby increase the cost of capital, which could reduce shareholder returns. The Surviving Company intends to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from the Surviving Company’s other business activities. If the Surviving Company’s efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against the Surviving Company, and it could be subject to the delisting of the New Company Common Stock, fines, sanctions and other regulatory action, which may be harmful to its business. In the future, it may be more expensive or more difficult for the Surviving Company to obtain director and officer liability insurance, and the Surviving Company may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Surviving Company to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

There can be no assurance that the New Company Common Stock will be approved for listing on NYSE or that the Surviving Company will be able to comply with the continued listing standards of NYSE.

In connection with the closing of the Merger, we intend to list the New Company Common Stock on NYSE under the symbol “ZPTA”. Additionally, a condition to the Merger is that the shares of New Company Common Stock to be issued in connection with the Proposed Transactions shall have been approved for listing on NYSE, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders, so if such listing is not approved, the Merger may not close or the Surviving Company may seek to list on a different exchange. The Surviving Company’s continued eligibility for listing may depend on the number of shares of SPAC Class A Common Stock that are redeemed, the number of round lot holders and the number of market makers. If, after the Merger, NYSE delists the New Company Common Stock from trading on its exchange for failure to meet the listing standards, the Surviving Company and its stockholders could face significant material adverse consequences, including:

• reduced liquidity;

• a limited availability of market quotations for New Company Common Stock;

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• a potential determination that New Company Common Stock is a “penny stock,” which will require brokers trading in New Company Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New Company Common Stock;

• a limited amount of analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

Some members of our management team have limited experience in operating a public company.

The executive officers of the Surviving Company have limited experience in the management of a publicly traded company. Zapata’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Executives’ limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage as they will likely need to devote an increasing amount of their time to these activities, resulting in less time being devoted to the management and growth of the Surviving Company. The Surviving Company may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies.

A significant portion of the total outstanding shares of the Surviving Company are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the New Company Common Stock to drop significantly, even if the Surviving Company’s business is doing well.

Sales of a substantial number of shares of New Company Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Company Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for the Surviving Company to sell equity securities in the future at a time and at a price that the Surviving Company deems appropriate.

It is anticipated that, upon completion of the Merger, (i) the Zapata stockholders will own, in respect of their existing Zapata shares, approximately 53% of the outstanding shares of New Company Common Stock, (ii) the SPAC’s existing holders of Public Shares prior to the closing (not including founder shares) will own approximately 24% of such outstanding shares, (iii) the SPAC Initial Shareholders will own approximately 17% of such outstanding shares and (iv) the holders of Senior Secured Notes, who may exchange such notes for shares of New Company Common Stock at their option at the Closing or thereafter, will own approximately 6% of such outstanding shares, assuming all such holders exchange their Senior Secured Notes at the Closing for a conversion price of $4.50 per share. These percentages assume the issuance of a total of $9,182,467 in Senior Secured Notes, which reflects the total amount of Senior Secured Notes outstanding as of the date hereof, but which may be increased to up to $20.0 million prior to the Closing. These percentages also assume none of the Public Shares are redeemed in connection with the Merger. If 50% of Public Shares, or 3,947,400 Public Shares, are redeemed in connection with the Merger, these percentages would be approximately 60%, 13%, 20% and 7%, respectively. If 100% of Public Shares, or 7,894,801 Public Shares, are redeemed in connection with the Merger, these percentages would be approximately 73%, 0.0%, 18% and 9%, respectively. These percentages assume that 19,625,457 shares of New Company Common Stock will be issued to the holders of shares of Zapata Capital Stock in respect of their existing Zapata Capital Stock at Closing, which would be the number of shares issued to these holders if Closing were to occur on September 30, 2023, but including the number of shares of New Company Common Stock that may be issued in connection with the conversion of $9,182,467 in aggregate principal amount of Senior Secured Notes issued in December 2023 at a conversion price of $4.50 per share at the Closing, and excluding all Senior Notes that were canceled and exchanged for Senior Secured Notes. The number of shares issued to the holders of Zapata Capital Stock at Closing will fluctuate based on the number of shares underlying Zapata Options, whether vested or unvested, outstanding at Closing. Zapata Options (whether

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vested or unvested) are taken into account for purposes of allocating the approximately 20.0 million shares of New Company Common Stock among holders of Zapata Capital Stock and Zapata Options. In addition, these percentages do not take into account any shares underlying vested and unvested options that will be held by equityholders of the Surviving Company immediately following the Closing. Based on these assumptions, there would be 33,270,258 shares of New Company Common Stock outstanding immediately following the consummation of the Merger if none of the Public Shares are redeemed in connection with the Merger, 29,322,858 shares of New Company Common Stock outstanding immediately following the consummation of the Merger if 50% of the Public Shares are redeemed in connection with the Merger and 23,951,957 shares of New Company Common Stock outstanding immediately following the consummation of the Merger if all of the Public Shares are redeemed in connection with the Merger (which includes 1,423,500 shares of New Company Common Stock held by Sponsors and Insiders that will be unvested pursuant to the Sponsor Support Agreement as the result of closing available cash of less than $10.0 million, which are subject to forfeiture if certain conditions are not met). If the actual facts are different than these assumptions, the ownership percentages in the Surviving Company will be different.

The New Company Common Stock owned at Closing, or issuable in respect of Zapata Options outstanding at Closing, that are held by the existing holders of New Company Common Stock and the parties to the Sponsor Support Agreement will be subject to the lock-up restrictions in the Proposed Bylaws, the Lock-up Agreements and the Sponsor Support Agreement, as applicable. However, these shares may be sold after the expiration of the respective applicable lock-up under the Proposed Bylaws, the Lock-up Agreements and the Sponsor Support Agreement, as applicable. Pursuant to the Registration Rights Agreement, the Surviving Company will be required to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within 45 days of the closing of the Merger. As restrictions on resale end and the registration statement is available for use, the market price of New Company Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The Surviving Company has broad discretion in the use of the net proceeds from the Merger and the Senior Secured Notes, if any, and may not use them effectively.

The Surviving Company cannot specify with certainty the particular uses of the net proceeds it will receive from the Merger and the Senior Secured Notes, if any. The Surviving Company’s management will have broad discretion in the application of the net proceeds. The Surviving Company’s management may spend a portion or all of the net proceeds in ways that its stockholders may not desire or that may not yield a favorable return. The failure by the Surviving Company’s management to apply these funds effectively could harm its business, financial condition, results of operations and prospects. Pending their use, the Surviving Company may invest the net proceeds from the Merger and the Senior Secured Notes, if any, in a manner that does not produce income or that loses value.

Future issuances of New Company Common Stock or rights to purchase New Company Common Stock, including pursuant to the Zapata 2018 Stock Incentive Plan, as amended, supplemented or modified from time to time (the “2018 Plan”), in connection with acquisitions or otherwise, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

After the Closing, we would have approximately 566.7 million shares of New Company Common Stock authorized but unissued, assuming that no Public Shares are redeemed, or approximately 574.6 million shares of New Company Common Stock authorized but unissued, assuming maximum redemptions. The Proposed Certificate of Incorporation and the applicable provisions of the DGCL authorize the Surviving Company to issue these shares of New Company Common Stock and options, rights, warrants and appreciation rights relating to New Company Common Stock for the consideration and on the terms and conditions established by the Surviving Company Board in its sole discretion, whether in connection with acquisitions, or otherwise.

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We have entered into Senior Secured Notes that are convertible at the option of the holder, as well as a Purchase Agreement with Lincoln Park, pursuant to which we may instruct Lincoln Park to purchase our shares. See “Risk Factors—We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available.”

In the future, the Surviving Company expects to obtain financing or to further increase its capital resources by issuing additional shares of our capital stock or offering debt (subject to the limitations under the Senior Secured Notes) or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of the Surviving Company’s then-existing stockholders, reduce the market price of the New Company Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit the Surviving Company’s ability to pay dividends to the holders of the New Company Common Stock. The Surviving Company’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing, or nature of its future offerings. As a result, holders of the New Company Common Stock bear the risk that the Surviving Company’s future offerings may reduce the market price of the New Company Common Stock and dilute their percentage ownership.

The SPAC and Zapata do not currently intend that the Surviving Company will pay cash dividends on the New Company Common Stock, so any returns will be substantially limited to the value of the New Company Common Stock.

The SPAC and Zapata have no current plans that the Surviving Company will pay any cash dividends on the New Company Common Stock. The declaration, amount and payment of any future dividends on shares of the New Company Common Stock will be at the sole discretion of the Surviving Company Board. The SPAC and Zapata currently anticipate that the Surviving Company will retain future earnings for the development, operation and expansion of its business and do not anticipate the Surviving Company declaring or paying any cash dividends from future earnings for the foreseeable future. In addition, the Surviving Company’s ability to pay dividends may be limited by covenants under indebtedness the Surviving Company and its subsidiaries incur in the future, as well as other limitations and restrictions imposed by law. As a result, you may not receive any return on an investment in the New Company Common Stock unless you sell the New Company Common Stock at a greater price than that which you paid for it.

If the Surviving Company’s voting power continues to be highly concentrated, it may prevent minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the Merger and the application of the net proceeds from this Merger, the legacy Zapata stockholders and their affiliates will control a majority of the Surviving Company’s voting power as a result of their ownership of New Company Common Stock. Even when the legacy Zapata stockholders and their affiliates cease to own shares of the New Company Common Stock representing a majority of the voting power, for so long as the legacy Zapata stockholders continue to own a significant percentage of the New Company Common Stock, the legacy Zapata stockholders will still be able to significantly influence the composition of the Surviving Company Board and the approval of actions requiring stockholder approval through their combined voting power. Accordingly, the legacy Zapata stockholders and their affiliates will have significant influence with respect to our management, significant operational and strategic decisions, business plans and policies through their voting power. Further, the legacy Zapata stockholders and their affiliates, through their combined voting power, may be able to cause or prevent a change of control of our company or a change in the composition of the Surviving Company Board and could preclude any unsolicited acquisition of our company.

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This concentration of voting power could deprive you of an opportunity to receive a premium for your shares of New Company Common Stock as part of a sale of the SPAC and ultimately may negatively affect the market price of the New Company Common Stock.

The legacy Zapata stockholders and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the legacy Zapata stockholders and their affiliates may engage in activities where their interests conflict with our interests, your interests or those of our other stockholders.

The Proposed Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain disputes between the Surviving Company and its stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit Surviving Company stockholders’ ability to choose the judicial forum for disputes with the Surviving Company or its directors, officers, stockholders, or employees.

Following the Merger, the Proposed Certificate of Incorporation will provide that, unless the Surviving Company consents to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine, including, but not limited to, (i) any derivative action brought by a stockholder on behalf of the Surviving Company, (ii) any claim of breach of a fiduciary duty owed by any of the Surviving Company’s directors, officers, stockholders, or employees and (iii) any claim against the Surviving Company arising under its certificate of incorporation or bylaws or the DGCL. The Proposed Certificate of Incorporation designates the United States District Court for the District of Delaware as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

This exclusive forum provision will not apply to claims under the Exchange Act, but will apply to other state and federal law claims including actions arising under the Securities Act. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

This choice of forum provision may have the effect of increasing costs for investors to bring a claim against the Surviving Company and its directors and officers and of limiting a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Surviving Company or any of its directors, officers, other employees or stockholders, which may discourage (but not prevent) lawsuits with respect to such claims.

Delaware law and provisions in the Proposed Certificate of Incorporation and Proposed Bylaws that will be in effect as of the closing of the Merger might discourage, delay or prevent a change in control of the Surviving Company or changes in its management and, therefore, depress the trading price of the New Company Common Stock.

The Surviving Company’s status as a Delaware corporation and the anti-takeover provisions of the DGCL may discourage, delay or prevent a change in control by prohibiting the Surviving Company from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder without the approval of holders of two-thirds of the voting power of the Surviving Company’s stockholders other than the interested stockholder, even if a change of control would be beneficial to

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the Surviving Company’s existing stockholders. In addition, the Proposed Certificate of Incorporation and Proposed Bylaws contain provisions that may make the acquisition of the Surviving Company more difficult, including the following:

• the Surviving Company Board will be classified into three classes of directors with staggered three-year terms, and directors will only be able to be removed from office for cause by the affirmative vote of holders of at least a majority of the voting power of the Surviving Company’s then-outstanding capital stock;

• certain amendments to the Surviving Company’s certificate of incorporation will require the approval of stockholders holding two-thirds of the voting power of its then-outstanding capital stock;

• the Surviving Company’s stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

• vacancies on the Surviving Company Board will be able to be filled only by the Surviving Company Board and not by stockholders;

• certain litigation against the Surviving Company can only be brought in Delaware;

• the Proposed Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established by the Surviving Company Board, which shares may be issued without the approval of the holders of Surviving Company’s capital stock; and

• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of the Surviving Company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing or to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for the Surviving Company’s stockholders to receive a premium for their shares of New Company Common Stock.

The New Company Common Stock is and will be subordinate to all of the Surviving Company’s future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against its subsidiaries.

Shares of the New Company Common Stock are common equity interests in the Surviving Company and, as such, will rank junior to all of the Surviving Company’s future indebtedness and other liabilities. Additionally, holders of the New Company Common Stock may become subject to the prior dividend and liquidation rights of holders of any series of preferred stock that the Surviving Company Board may designate and issue without any action on the part of the holders of the New Company Common Stock. Furthermore, the Surviving Company’s right to participate in a distribution of assets upon any of its subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

The Surviving Company is an “emerging growth company,” and a “smaller reporting company”, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups (“JOBS”) Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations

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regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of over $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of the second fiscal quarter of such year and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Further, we will also be a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non-affiliates was less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

Risks Relating to the Merger and the SPAC

If the SPAC is deemed to be an investment company under the Investment Company Act, the SPAC will be required to institute burdensome compliance requirements and the SPAC’s activities will be restricted, which may make it difficult for the SPAC to complete the Merger.

If the SPAC is deemed to be an investment company under the Investment Company Act, the SPAC’s activities will be restricted, including, without limitation, restrictions on the nature of the SPAC’s investments, restrictions on the issuance of securities, and restrictions on the enforceability of agreements entered into by the SPAC, each of which may make it difficult for the SPAC to complete the Merger. In addition, if the SPAC is deemed to be an investment company, the SPAC will have burdensome requirements, including, without limitation, registration as an investment company with the SEC (which may be impractical and would require significant changes in, among other things, the SPAC’s capital structure); adoption of a specific form of corporate structure; and reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that the SPAC is currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless the SPAC can qualify for an exclusion, the SPAC must ensure that the SPAC is engaged primarily in a business other than investing, reinvesting or trading in securities and that the SPAC’s activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of the SPAC’s total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

The SPAC’s business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. The SPAC does not plan to buy businesses or assets with a view to resale or profit from their resale. The SPAC does not plan to buy unrelated businesses or assets or to be a passive investor. Moreover, the proceeds of the IPO held in the Trust Account have been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to

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the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments and cash (including demand deposit accounts), and by having a business plan targeted at acquiring and growing businesses for the long-term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the SPAC does not believe it is an “investment company” within the meaning of the Investment Company Act. Despite these actions, the SPAC may nevertheless be deemed to be an unregistered investment company under the Investment Company Act. Limiting the SPAC’s investment as described above could cause the interest earned on the funds held in the Trust Account to be less than the returns that could otherwise be earned on such funds, and thereby reduce the dollar amount the Public Shareholders would receive upon any redemption or liquidation of the Trust Account. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that the SPAC may be considered an unregistered investment company.

If the SPAC is deemed to be an investment company for purposes of the Investment Company Act, the SPAC might be forced to abandon the SPAC’s efforts to complete an initial business combination and instead be required to liquidate. If the SPAC is required to liquidate, the SPAC’s investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of the SPAC’s stock and warrants following such a transaction, and the SPAC Warrants would expire worthless. If the SPAC is unable to complete a business combination by April 18, 2024 (or such later date as may be approved by a shareholder vote), the Public Shareholders may receive only the per share net liquidation amount of the Trust Account and the SPAC Warrants will expire worthless. In certain circumstances, the Public Shareholders may receive less than the per share net liquidation amount of the Trust Account on the redemption of their shares if the SPAC is unable to complete the initial business combination within the completion window.

The Sponsor, Co-Investor and the officers and directors of the SPAC have potential conflicts of interest in recommending that the SPAC Shareholders vote in favor of approval of the Merger and the other proposals described in this proxy statement/prospectus.

In considering the recommendation of the SPAC Board to vote in favor of approval of the Shareholder Proposals, SPAC Shareholders should keep in mind that the Sponsors and the officers and directors of the SPAC have financial and other interests in such proposals that are different from, or in addition to, those of the SPAC Shareholders generally, which may result in a conflict of interest on the part of one or more of them between what they may believe is in the best interests of the SPAC and the SPAC Shareholders and what they may believe is best for them. In particular:

• If the SPAC does not consummate a business combination by April 18, 2024 (or such later date as may be approved by shareholder vote), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding shares of SPAC Class A Common Stock for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the shares of Class B Common Stock would be worthless because following the redemption of the shares of Class A Common Stock, the SPAC would likely have few, if any, net assets and because the holders of our shares of SPAC Class B Common Stock have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the shares of SPAC Class B Common Stock if we fail to complete a business combination within the required period. The 5,750,000 shares of New Company Common Stock that the holders of shares of SPAC Class B Common Stock will hold following the Merger, assuming no redemptions, if unrestricted and freely tradable, would have had aggregate market value of $63.0 million based upon the closing price of $10.95 per share of SPAC Class A Common Stock on the NYSE on January 25, 2024. As discussed below, the Sponsors paid approximately $0.003 per share for such shares of SPAC Class B Common Stock.

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• The Sponsors purchased an aggregate of 13,550,000 SPAC Private Warrants, each exercisable to purchase one share of SPAC Class A Common Stock at an exercise price of $11.50, and such SPAC Private Warrants will expire and be worthless if a business combination is not consummated by April 18, 2024 (or such later date as may be approved by shareholder vote). The SPAC Private Warrants had an aggregate market value of approximately $4.1 million based upon the closing price of $0.30 per SPAC Public Warrants on the NYSE on January 25, 2024.

• On January 28, 2021, the Sponsor purchased an aggregate of 7,187,500 shares of SPAC Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.003 per share. The Sponsor Co-Investor entered into an agreement with the SPAC to purchase 1,430,923, shares of SPAC Class B Common Stock. Concurrently with the completion of the IPO, the Sponsor and the Sponsor Co-Investor purchased 13,550,000 SPAC Private Warrants at a price of $1.00 per warrant. As a result, the Sponsors may earn a positive rate of return on their investments even if the share price of the shares of SPAC Class A Common Stock falls significantly below the per share value implied in the Merger of $10.00 per share and the Public Shareholders experience a negative rate of return and may be incentivized to complete the Merger, even if it is with a less favorable target company or on less favorable terms to the Public Shareholders, rather than liquidate.

• Each of the SPAC’s independent directors purchased shares of Class B Common Stock at a price of approximately $0.003 per share. The shares of Class B Common Stock currently held by each director, if unrestricted and freely tradeable, would be valued at $10.00 per share based on an assumed value of $10.00 per share of SPAC Class A Common Stock. As a result of the significantly lower investment value per share of the SPAC’s independent directors as compared with the investment per share of the Public Shareholders, a transaction which results in an increase in the value of the investment for the independent SPAC directors may result in a decrease in the value of the investment of the Public Shareholders. Shares of Class B Common Stock do not have the redemption rights of Public Shares if the SPAC is unable to complete its initial business combination by April 18, 2024 (or such later date as may be approved by shareholder vote), nor will they receive any liquidating distributions if the SPAC liquidates.

• William M. Brown, the SPAC’s President and Chief Financial Officer, has been nominated to serve as a director of the Surviving Company. See “Proposal No. 7 - The Director Election Proposal.”

• The SPAC’s existing directors and officers will be eligible for continued indemnification and continued coverage under the SPAC’s directors’ and officers’ liability insurance after the Merger, which is described below under “Management Following the Merger - Limitation on Liability and Indemnification of Directors and Officers.”

• In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the SPAC if and to the extent any claims by a vendor for services rendered or products sold to the SPAC, or a prospective target business with which the SPAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

• Upon the consummation of the Merger, the Unsecured Promissory Note and Notes with an aggregate principal amount up to $3,455,000 will be repaid by the SPAC to the Sponsor. If the consummation of the Merger does not occur, the Unsecured Promissory Notes and Notes will remain outstanding and could potentially go unpaid.

• Following the consummation of the Merger the Sponsors and their affiliates will be entitled to approximately $0.0 million in reimbursements for certain out-of-pocket expenses related to identifying, investigating and consummating an initial business combination. However, if the SPAC fails to

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consummate a business combination within the required period, the Sponsors and the SPAC’s officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement.

• In connection with the Business Combination Agreement, the Sponsors will receive certain registration rights with respect to its security interests in the New Company pursuant to the Registration Rights Agreement, including demand and piggy-back rights.

• Between June 13, 2023 and September 30, 2023, Zapata sold Senior Notes to certain noteholders. The noteholders include William Sandbrook, Co-Chief Executive Officer and Chairman of the SPAC, and Michael Andretti, Co-Chief Executive Officer and a member of the SPAC Board, in the principal amounts of $500,000 and $1,000,000, respectively. Zapata and the SPAC agreed that, prior to the Closing, the SPAC would enter into Exchange Agreements with all of the noteholders, including Mr. Sandbrook and Mr. Andretti, pursuant to which such Senior Notes would be exchanged for shares of New Company Common Stock in accordance with the terms of such Exchange Agreement. As of the date hereof, all previously issued Senior Notes have been canceled in exchange for Senior Secured Notes with a principal amount equal to the principal amount of the Senior Notes plus accrued and unpaid interest through the date immediately prior to the exchange. For more information, see “Certain Relationships and Related Party Transactions — Zapata Related Person Transactions — Senior Notes and Senior Secured Notes.”

• In December 2023, pursuant to the Senior Secured Note Purchase Agreement, Zapata agreed to issue and sell up to an aggregate of $14,375,000 in aggregate principal amount of Senior Secured Notes and offered to exchange its outstanding Senior Notes for Senior Secured Notes. William Sandbrook, Co-Chief Executive Officer and Chairman of the SPAC, and Michael Andretti, Co-Chief Executive Officer and a member of the SPAC Board, each canceled their Senior Notes and invested additional funds in the Senior Secured Notes in the principal amounts of $500,000 each, following which they were issued Senior Secured Notes in the principal amounts of $1,050,684.93 and $1,601,369.86, respectively. Additionally, William M. Brown, President and Chief Financial Officer of the SPAC and expected to be a member of the Surviving Company Board and Peter C. Brown, William M. Brown’s brother, each purchased Senior Secured Notes in the principal amounts of $150,000 and $100,001, respectively. Gerald D. Putnam, a member of the SPAC Board, purchased Senior Secured Notes indirectly in the principal amount of $250,000 through individual retirement accounts on his own behalf and on behalf of Sharron Putnam, his wife. Among other things, the Senior Secured Notes are secured by all of Zapata’s property, subject to limited exceptions, bear compounding interest at the rate of 15% per annum, and are convertible at the option of the holder, in connection with the Merger, at a conversion price (as may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) of (i) $4.50 per share at the closing of the Merger or (ii) $8.50 per share at any time after the closing of the Merger. For more information, see “Certain Relationships and Related Party Transactions — Zapata Related Person Transactions — Senior Notes and Senior Secured Notes.”

These financial and other interests of the Sponsors and the SPAC’s directors and officers may have influenced their decision to approve the Merger. You should consider these interests when evaluating the Merger and the recommendation of the SPAC Board to vote in favor of the Merger Proposal and other proposal presented in this proxy statement/prospectus.

The SPAC Initial Shareholders have agreed to vote in favor of the Merger, regardless of how the Public Shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, the SPAC Initial Shareholders have agreed to vote all shares of SPAC Common Stock beneficially owned by them, including any additional shares of SPAC Common Stock they acquire ownership of or the power

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to vote, in favor of the Merger and all other transactions contemplated by the Business Combination Agreement. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the SPAC Initial Shareholders agreed to vote their SPAC Common Stock in accordance with the majority of the votes cast by the Public Shareholders.

If the Condition Precedent Proposals are not approved by the SPAC Shareholders, the Merger may not be consummated, and as a result, the SPAC may not be obligated to offer to redeem any of the SPAC Class A Common Stock.

A condition to consummating the Merger requires that the Condition Precedent Proposals be approved by the requisite SPAC Shareholder vote. If the Condition Precedent Proposals are not approved by the requisite number of SPAC Shareholders, the Merger may not be consummated and the transactions contemplated thereby may not be closed. As a result, should the SPAC be unable to obtain the requisite number of votes approving the Condition Precedent Proposals, the SPAC may not offer to redeem any of the SPAC Class A Common Stock that otherwise would have been redeemable.

The exercise of the SPAC’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether changes to the terms of the Merger or waivers of conditions are appropriate and in the best interest of the SPAC Shareholders.

In the period leading up to the closing of the Merger, events may occur that, pursuant to the Business Combination Agreement, may require the SPAC to agree to amend the Business Combination Agreement, consent to certain actions taken by Zapata or waive rights that the SPAC is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Zapata’s business, a request by Zapata to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Zapata’s business and would entitle the SPAC to terminate the Business Combination Agreement. In any of such circumstances, it would be at the SPAC’s discretion, acting through the SPAC Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for the SPAC and the SPAC Shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, the SPAC does not believe there will be any changes or waivers that the SPAC’s directors and executive officers would be likely to make after shareholder approval of the Merger Proposal has been obtained. While certain changes could be made without further shareholder approval, the SPAC will circulate a new or amended proxy statement/prospectus and resolicit the SPAC Shareholders if changes to the terms of the transaction that would have a material impact on the SPAC Shareholders are required prior to the vote on the Merger Proposal.

The SPAC and Zapata may waive one or more of the conditions to the Merger.

Certain conditions to the SPAC’s or Zapata’s obligations to complete the Merger may be waived, in whole or in part, to the extent permitted by the Existing Governing Documents and applicable laws, either unilaterally or by agreement of the SPAC and Zapata. For example, it is a condition to the SPAC’s obligations to close the Merger that certain of Zapata’s representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, does not result in a material adverse effect. However, if the SPAC Board determines that it is in the SPAC Shareholders’ best interest to waive any such breach, then the SPAC Board may elect to waive that condition and consummate the Merger. Notwithstanding the foregoing, certain closing conditions may not be waived due to the parties’ charters or organizational documents, applicable law, or otherwise, including the approval by the SPAC stockholders of the Condition Precedent Proposals; approval of the Business Combination Agreement and the Merger by the Zapata stockholders; the absence of any law or order that would prohibit the

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consummation of the Merger; the approval by NYSE of the initial listing application in connection with the Merger; and the effectiveness of the registration statement of which this proxy statement/prospectus forms a part.

If Zapata is unable to find investors to purchase additional Senior Notes or Senior Secured Notes prior to the Closing, there may not be sufficient funds to consummate the Merger or to optimize the capital structure of the Surviving Company.

Prior to the Closing Date, Zapata may negotiate and enter into a committed equity facility or subscriptions to shares of Zapata capital stock for cash, or issue additional Senior Notes or Senior Secured Notes, subject to (i) the aggregate principal amount of all Senior Notes and Senior Secured Notes outstanding not exceeding $20,000,000 and (ii) the aggregate amount of equity financing of Zapata (including the issuance of Senior Notes and Senior Secured Notes) raised, committed or issued prior to the closing not exceeding $25,000,000 (inclusive of principal amount and interest). As of the date hereof, $9,182,467 in aggregate principal amount of Senior Secured Notes has been issued and is outstanding, inclusive of $6,182,466 in aggregate principal amount of Senior Secured Notes issued in exchange of Senior Notes, and all previously issued Senior Notes have been canceled in exchange for Senior Secured Notes with a principal amount equal to the principal amount of the Senior Notes plus accrued and unpaid interest through the date immediately prior to the exchange. At the option of each holder of Senior Secured Notes, the SPAC will (i) enter into an Exchange Agreement with such holder prior to the Closing, pursuant to which such Senior Secured Notes will be exchanged for shares of New Company Common Stock in accordance with the terms of such Exchange Agreement and as set forth in the Senior Secured Note Purchase Agreement and, (ii) at the Effective Time, issue shares of New Company Common Stock to the holders of Senior Secured Notes then outstanding in exchange for such Senior Secured Notes in accordance with the terms of the Senior Secured Notes and the Exchange Agreements.

There is no guarantee that new or existing investors will purchase additional Senior Secured Notes, in which case Zapata may not have sufficient funds to consummate the Merger. Furthermore, raising such additional financing would involve dilutive equity issuances of shares of New Company Common Stock at the Closing.

Subsequent to the consummation of the Merger, the Surviving Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence the SPAC has conducted on Zapata will reveal all material issues that may be present with regard to Zapata, or that factors outside of the SPAC’s or Zapata’s control will not later arise, and the Business Combination Agreement does not generally provide for indemnification of the Surviving Company in respect of historical liability or with respect to Zapata’s business. As a result of unidentified issues or factors outside of the SPAC’s or Zapata’s control, the Surviving Company may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if the SPAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the preliminary risk analysis conducted by the SPAC. Even though these charges may be non-cash items that would not have an immediate impact on the Surviving Company’s liquidity, the fact that the Surviving Company reports charges of this nature could contribute to negative market perceptions about the Surviving Company or its securities. Accordingly, any SPAC Shareholder who chooses to remain a shareholder following the Merger could suffer a reduction in the value of their shares from any such write-down or write-downs. Such SPAC Shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials relating to the Merger contained an actionable material misstatement or omission.

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Because Zapata will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the transaction.

In an underwritten public offering, underwriters typically conduct due diligence on the issuer in order to establish a due diligence defense against liability claims under federal securities laws. Because the SPAC is already a publicly traded company, no underwriter has conducted due diligence in connection with the business combination transaction. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/prospectus.

Investors in the Surviving Company will not have the same benefits as an investor in an underwritten public offering.

Upon the completion of the Merger, the directors, officers and stockholders of Zapata, a private company, will control the Surviving Company, a public company, and the business of Zapata will become the business of the Surviving Company. In this respect, the Merger is an indirect path for Zapata to obtain the benefits of becoming a publicly listed company. However, the Merger is not an underwritten initial public offering of Zapata’s securities and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, those summarized below.

While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there is a heightened risk of an incorrect valuation of Zapata’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because no underwriters have been engaged in connection with the Merger, there will be no traditional “roadshow” or book-building process before the closing of the Merger, and no underwriters will set any initial public offering price to facilitate price discovery with respect to the Surviving Company securities after the closing of the Merger. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of the Surviving Company securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of the Surviving Company securities or helping to stabilize, maintain or affect the public price of the Surviving Company securities following the closing. Moreover, the Surviving Company will not engage in, and has not requested and will not request, directly or indirectly, financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the Surviving Company securities that will be outstanding immediately following the closing. In addition, since the Merger is a merger, securities analysts of major brokerage firms may not provide coverage of the Surviving Company since there is no incentive for brokerage firms to recommend the purchase of the Surviving Company’s securities. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on the Surviving Company’s behalf. All of these differences from an underwritten public offering of Zapata’s securities could result in a more volatile price for the Surviving Company’s securities.

The Sponsor, Sponsor Co-Investor, certain members of the SPAC’s board of directors and its officers, as well as their respective affiliates and permitted transferees, also have interests in the Merger that are different from or are in addition to those of holders of the Surviving Company’s securities following completion of the Merger, and that would not be present in an underwritten public offering of Zapata’s securities. Such interests may have influenced the SPAC Board in making its recommendation that SPAC Shareholders vote in favor of the approval of the Merger Proposal and the other Shareholder Proposals.

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These differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Zapata became a publicly listed company through an underwritten initial public offering instead of upon completion of the Merger.

If the Merger is consummated, SPAC Shareholders will experience dilution.

Following consummation of the Merger, the Public Shareholders will own approximately 24.0% of the fully diluted common equity of the Surviving Company (assuming that no shares of SPAC Class A Common Stock are elected to be redeemed by the holders thereof, no additional Senior Notes or Senior Secured Notes are issued, and all Senior Secured Notes will be exchanged for shares of New Company Common Stock at the Closing). If any of the SPAC Class A Common Stock are redeemed in connection with the Merger, the percentage of the Surviving Company’s fully diluted common equity held by the former Public Shareholders will decrease relative to the percentage held if none of the SPAC Class A Common Stock are redeemed. To the extent that, prior to the consummation of the Merger, Zapata issues additional Senior Notes or Senior Secured Notes, the Public Shareholders will experience substantial additional dilution. Additionally, to the extent that, following the consummation of the Merger, any of the outstanding warrants or options are exercised for shares of New Company Common Stock, the Public Shareholders will experience substantial additional dilution.

There is no minimum cash condition to consummating the Merger, which may leave the Surviving Company under-capitalized.

In July 2023, the SPAC faced significant redemptions in connection with the Articles of Amendment to the Existing Governing Documents, which reduced the amount of cash available in the Trust Account by approximately $161.0 million. Following the withdrawals from the Trust Account in connection with such redemptions, approximately $85.13 million remained in the Trust Account as of September 30, 2023. In addition, the SPAC may experience significant additional redemptions in connection with the Merger, which would further reduce the amount of cash available to the Surviving Company after the Closing. As a result, the Surviving Company may not have sufficient capital to finance its operations as planned. Since the Business Combination Agreement contains no minimum cash condition, even if no additional financing is obtained and there are significant additional redemptions, the Merger could still close. In addition, on July 14, 2023, the SPAC filed an amendment to the Existing Governing Documents to eliminate the limitation that the SPAC shall not redeem its shares of SPAC Class A Common Stock included as part of the units sold in the IPO to the extent that such redemption would cause the SPAC’s net tangible assets to be less than $5,000,001. Each of these factors may further increase the risk that the Surviving Company may be under-capitalized upon completion of the Merger.

Neither the Business Combination Agreement nor the Existing Governing Documents include a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible to complete a Merger even if a substantial majority of Public Shareholders do not agree.

Neither the Existing Governing Documents nor the Business Combination Agreement provide a specified maximum redemption threshold. In fact, in connection with the extension of the time period in which the SPAC can complete a merger, approved by the SPAC Shareholders on July 14, 2023, we eliminated from our Existing Governing Documents the limitation that the SPAC shall not redeem public shares to the extent that such redemption would cause the SPAC’s net tangible assets to be less than $5,000,001. In addition, the Business Combination Agreement does not provide a maximum redemption threshold. As a result of these conditions, the SPAC will be able to complete the Merger even if a substantial majority of the holders of Public Shareholders redeem their shares.

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The SPAC no longer needs to have net tangible assets of at least $5,000,001 prior to or upon consummation of the Merger. If the amount in the Trust Account falls below $5,000,001 as a result of redemptions, the SPAC would likely no longer meet the NYSE listing standards. At that point it is possible the SPAC could be required to comply with penny stock rules which could affect the cash position of the Surviving Company following the Merger.

The Existing Governing Documents do not contain provisions prohibiting redemptions that would cause the SPAC’s net tangible assets to be less than $5,000,001 or prohibiting the SPAC from consummating an initial business combination if the combined company would have net tangible assets less than $5,000,001 immediately following the closing thereof. Additionally, there can be no guarantee that the Surviving Company will have net tangible assets of at least $5,000,001 immediately following the closing of the Merger. Having less than $5,000,001 in the Trust Account could cause the Surviving Company to no longer meet NYSE listing standards. If the Surviving Company is not able to list its common stock on the NYSE or a different exchange, its shares would likely then trade only in the over-the-counter market, the market liquidity of shares could be adversely affected and the market price of the New Company Securities could decrease and the Surviving Company may be obligated to comply with the penny stock trading rules. If the Surviving Company’s shares were to trade on the over-the-counter market, selling them could be more difficult because smaller quantities of shares would likely be bought and sold and transactions could be delayed. In addition, the Surviving Company could face significant material adverse consequences, including a limited availability of market quotations for New Company Securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for the Surviving Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for the Surviving Company’s common stock and would substantially impair its ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for the Surviving Company.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Merger and the Domestication, the SPAC Board will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Merger will not be approved, and, therefore, the Merger may not be consummated.

The SPAC Board is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the proxies held, the SPAC Board considers that there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, then the SPAC will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such event, the Merger would not be completed.

The unaudited pro forma condensed combined financial information included in the sections entitled “Summary Unaudited Pro Forma Condensed Combined Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Surviving Company’s results if the Merger is completed.

The SPAC and Zapata currently operate as separate companies and have had no prior history as a combined entity. The unaudited pro forma combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Zapata being considered the accounting acquirer in the Merger, the amount of cash and cash equivalents of Zapata at the Closing and the number of shares of SPAC Class A Common Stock that may be redeemed in connection with the Merger. Accordingly, such pro forma combined financial information may not be indicative of the operating or financial performance we would have achieved during the periods presented in the pro forma financial information had we completed the Merger on the date specified therein, and we expect that our future

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financial condition and results of operations will vary materially from our pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. Any potential decline in the Surviving Company’s financial condition or results of operations may cause significant variations in the stock price of the Surviving Company. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

During the pendency of the Merger, the SPAC will not be able to solicit, initiate or knowingly encourage or knowingly facilitate any inquiry, indication of interest or request for information with respect to, or the making of, any proposal or offer from any third party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

During the pendency of the Merger, the SPAC will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Additionally, certain covenants in the Business Combination Agreement impede the ability of Zapata to take certain actions pending consummation of the Merger without the SPAC’s consent. As a result, Zapata may be at a disadvantage to its competitors during that period. In addition, if the Merger is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

Because the SPAC is incorporated under the laws of the Cayman Islands, in the event the Merger is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against the SPAC judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against the SPAC predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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RBC, the SPAC’s IPO underwriter was to be compensated in connection with the Merger. RBC waived such compensation and disclaimed any responsibility for this proxy statement/prospectus.

In a letter dated September 25, 2023, RBC waived the deferred portion of the underwriting fees to which it would otherwise have been entitled to in connection with the Merger under the Underwriting Agreement. RBC informed the SPAC that it is not responsible for any portion of this proxy statement/prospectus. However, RBC did not waive its deferred portion of the underwriting fees in connection with any business combination other than the Merger. RBC’s waiver was not the result of any dispute or disagreement with the SPAC, Zapata or any other potential business combination target or any of their respective affiliates. As a result of RBC’s waiver, the transactions fees payable by the SPAC at the consummation of the Merger will be reduced by approximately $8.05 million. The IPO underwriting services provided by RBC were complete at the time of its waiver.

While RBC did not provide any additional detail in its letter, such waiver is an indication by RBC that it does not want to be associated with the disclosure in this proxy statement/prospectus. Neither the SPAC nor Zapata will speculate about the reasons why RBC forfeited such fees after performing all of its obligations to obtain the fee and why RBC is gratuitously waiving its right to be compensated. Accordingly, stockholders should not place any reliance on the fact that RBC was previously involved with this transaction and the IPO of the SPAC.

The Domestication may result in adverse tax consequences for holders of SPAC Shares or SPAC Warrants, including the Public Shareholders.

U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) may be subject to U.S. federal income tax as a result of the Domestication. As discussed more fully under “Material U.S. Federal Income Tax Considerations” below, the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as the SPAC, this result is not entirely clear.

Assuming the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, U.S. holders of SPAC Shares will be subject to Section 367(b) of the Code, and as a result:

• a U.S. holder of SPAC Shares whose SPAC Shares have a fair market value of less than $50,000 on the date of the Domestication should not recognize any gain or loss and generally should not be required to include any part of the SPAC’s earnings in income pursuant to the Domestication;

• a U.S. holder of SPAC Shares whose SPAC Shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of SPAC Shares entitled to vote and less than 10% of the total value of all classes of SPAC Shares will generally recognize gain (but not loss) with respect to the Domestication, as if such U.S. holder exchanged its SPAC Shares for New Company Common Stock in a taxable transaction. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations issued under Section 367 of the Code) attributable to their SPAC Shares, provided certain other requirements are satisfied. The SPAC does not expect that cumulative earnings and profits will be material at the time of Domestication; and

• a U.S. holder of SPAC Shares who on the date of the Domestication owns (directly, indirectly, or constructively) 10% or more of the total combined voting power of all classes of SPAC Shares entitled to vote or 10% or more of the total value of all classes of SPAC Shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations issued under Section 367 of the Code) attributable to its SPAC Shares. Any such U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. The SPAC does not expect that cumulative earnings and profits will be material at the time of the Domestication.

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Furthermore, if the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder of SPAC Shares or SPAC Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of SPAC Shares or SPAC Warrants for New Company Common Stock or New Company Warrants pursuant to the Domestication under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC (including rights to acquire stock of a PFIC, such as the SPAC Warrants) must recognize gain equal to the excess, if any, of the fair market value of the New Company Common Stock or New Company Warrants received in the Domestication and the U.S. holder’s adjusted tax basis in the corresponding SPAC Shares or SPAC Warrants surrendered in exchange therefor, notwithstanding any other provision of the Code. Because the SPAC is a blank check company with no current active business, and based upon the composition of its income (i.e., interest) and assets (i.e., cash) and upon a review of its financial statements, we believe that it is likely that the SPAC is classified as a PFIC for U.S. federal income tax purposes. As a result, the relevant proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. holder of SPAC Shares who has not made certain tax elections with respect to its SPAC Shares or a U.S. holder of SPAC Warrants to recognize gain on the exchange of such shares or warrants for shares or warrants of the Surviving Company pursuant to the Domestication (as discussed in “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” below). It is not possible to determine at this time whether, in what form and with what effective date final Treasury Regulations under Section 1291(f) of the Code will be adopted. Each U.S. holder of SPAC Shares or SPAC Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules of the Code, including the proposed Treasury Regulations, to the exchange of SPAC Shares and SPAC Warrants for New Company Common Stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such non-U.S. holder’s New Company Common Stock after the Domestication.

If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder generally would recognize gain or loss with respect to its SPAC Shares and SPAC Warrants in an amount equal to the difference between the fair market value of New Company Common Stock and New Company Warrants received in the Domestication and the U.S. holders adjusted tax basis in its SPAC Shares and Warrants surrendered in the Domestication.

Furthermore, because the Domestication will occur immediately prior to any redemption of SPAC Shares by U.S. holders, U.S. holders exercising their redemption rights will be subject to the potential tax consequences of the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For additional information, see “Material U.S. Federal Income Tax Considerations.”

We may be subject to a new 1% U.S. federal excise tax in connection with any redemptions of SPAC Shares.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax (the “Excise Tax”) on certain repurchases (including certain redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The Excise Tax will apply to repurchases occurring in 2023 and beyond. Because we will be a Delaware corporation and our securities are expected to trade on the NYSE, if any redemptions occur after the Domestication such that we redeem shares of New Company Common Stock, we currently expect that we would be subject to the Excise Tax with respect to such redemptions occurring on a date after December 31, 2022 that are treated as repurchases for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the repurchased stock at the time of the repurchase. The U.S. Department of the

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Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published. Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating rules are subject to change. As the SPAC is not a United States Domestic Company, all redemptions that occur until Domestication are not subject to the Excise Tax.

The extent of the Excise Tax that we may incur would depend on a number of factors, including the fair market value of the New Company Common Stock redeemed, the extent such redemptions could be treated as dividends and not repurchases, and the content of any forthcoming regulations and other guidance from the U.S. Department of the Treasury that may be issued and applicable to such redemptions. In addition, the amount of Excise Tax imposed with respect to repurchases of stock by a repurchasing corporation may be reduced by the fair market value of stock issued by the repurchasing corporation during the same taxable year. Absent the issuance of applicable guidance to the contrary, we currently expect that this reduction would be available with respect to any redemptions of New Company Common Stock by us and the issuance of New Company Common Stock by us to stockholders in connection with the Merger. It is possible, however, that applicable guidance is issued that would prevent or limit the potential application of this rule to such issuance and redemptions or that the applicable fair market values are such that such issuance may not be able to fully offset the redemptions for purposes of this rule.

The Excise Tax is imposed on the repurchasing corporation itself, not the shareholders from which shares are repurchased, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers may rely have been issued to date. The imposition of the Excise Tax, if any, could reduce the amount of cash available to us for effecting redemptions, and could reduce the cash on hand for us to fund operations and to make distributions to shareholders.

The Surviving Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Surviving Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of New Company Common Stock or other reasons may in the future cause the Surviving Company to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Surviving Company Boards’ attention and resources from the Surviving Company’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Surviving Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Surviving Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

In connection with the Merger, the Initial SPAC Shareholders and their affiliates may elect to purchase SPAC Class A Common Stock from Public Shareholders, which may increase the likelihood of obtaining stockholder approval of the Merger and reduce the public “float” of SPAC Class A Common Stock.

In connection with the Merger, the Initial SPAC Shareholders or their advisors or affiliates may purchase SPAC Class A Common Stock in privately negotiated transactions or in the open market either prior to or

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following the consummation of the Merger, provided that any such purchases would only be made in compliance with applicable Exchange Act rules, regulations and SEC interpretations, although they are under no obligation to do so. None of the Initial SPAC Shareholders or their advisors or affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase of shares may include a contractual acknowledgement that such shareholder, although still the record holder of the shares of SPAC Class A Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase SPAC Class A Common Stock in such transactions.

In the event that the Initial SPAC Shareholders or their advisors or affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of these purchases would be to increase the amount of cash available to the SPAC for use in the Merger. Any such purchases of the SPAC Securities may result in the completion of the Merger that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Further, in the event the Initial SPAC Shareholders or their advisors or affiliates were to purchase shares of SPAC Class A Common Stock from public holders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act, including, in relevant part, through adherence to the following:

• This proxy statement/prospectus discloses the possibility that the Initial SPAC Shareholders or their advisors or affiliates may purchase SPAC Class A Common Stock from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• If the Initial SPAC Shareholders or their advisors or affiliates were to purchase SPAC Class A Common Stock from Public Shareholders:

• such Initial SPAC Shareholder or its advisor or affiliate would do so at a price no higher than the price offered through our redemption process;

• such purchased shares would not be voted in favor of approving the Merger;

• such Initial SPAC Shareholder or its advisor or affiliate would not possess any redemption rights with respect to such purchased shares or, if they do acquire and possess redemption rights, they would waive such rights; and

• We would disclose in a Current Report on Form 8-K, before the Special Meeting, the following:

• the amount of SPAC Class A Common Stock purchased outside of the redemption offer by the Initial SPAC Shareholders or their advisors or affiliates, along with the purchase price;

• the purpose of such purchases;

• the impact, if any, of such purchases on the likelihood that the Merger will be approved;

• the identities of our selling stockholders for such purchases (if not purchased on the open market) or the nature of our stockholders (e.g., 5% stockholders) who sold to the Initial SPAC Shareholders or their advisors or affiliate; and

• the number of shares for which we have received redemption requests pursuant to the redemption offer.

If such purchases are made, the public “float” of the SPAC Class A Common Stock or SPAC Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

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There is no guarantee that a Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

The SPAC can give no assurance as to the price at which a Public Shareholder may be able to sell such stock in the future following the consummation of the Merger. Certain events following the consummation of any business combination, including the Merger, may cause an increase in share price, and may result in a lower value realized now than a Public Shareholder might realize in the future had such shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the New Company Common Stock after the consummation of the Merger, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

If a shareholder fails to receive notice of the SPAC’s offer to redeem its Public Shares in connection with the Merger, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

The SPAC will comply with the proxy rules when conducting redemptions in connection with the Merger. Despite the SPAC’s compliance with these rules, if a shareholder fails to receive the SPAC’s proxy solicitation, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy materials that the SPAC will furnish to holders of its Public Shares in connection with the Merger will describe the various procedures that must be complied with in order to validly redeem or tender Public Shares. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section entitled “Special Meeting of the SPAC Redemption Rights” for additional information on how to exercise your redemption rights.”

If you or a “group” of shareholders are deemed to hold in excess of 15% of Public Shares, you will lose the ability to redeem all such shares in excess of 15% of Public Shares.

The Existing Governing Documents provide that a Public Shareholder, or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares of the SPAC, will be restricted from redeeming Public Shares with respect to more than an aggregate of 15% of the shares sold in the IPO without the SPAC’s prior consent (“Excess Shares”). However, the SPAC would not be restricting the ability of Public Shareholders to vote all of their shares (including Excess Shares) for or against the Merger. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Merger and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Merger. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If third parties bring claims against the SPAC or the Surviving Company, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.

The SPAC’s placement of funds in the Trust Account may not protect those funds from third party claims against the SPAC or the Surviving Company. Although the SPAC has sought and will continue to seek to have all vendors, service providers (other than the SPAC’s independent registered public accounting firm), prospective target businesses, including the Surviving Company, and other entities with which the SPAC does business execute agreements with the SPAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit the holders of the Public Shareholders, there is no guarantee that they will execute such agreements or even, if they execute such agreements, that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case

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in order to gain advantage with respect to a claim against the SPAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, the SPAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to the SPAC than any alternative. RBC did not and will not execute an agreement with the SPAC waiving such claims to the monies held in the Trust Account, although it has waived its deferred underwriting fees in connection with the Merger.

Examples of possible instances where the SPAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the SPAC and will not seek recourse against the Trust Account for any reason.

In order to protect the amounts held in the Trust Account, in the event of the liquidation of the Trust Account upon the failure of the Company to consummate Merger or another initial business combination on or before April 18, 2024, the Sponsor has agreed that it will be liable to the SPAC if and to the extent any claims by (A) a third party for services rendered or products sold to the SPAC (other than the SPAC’s independent registered public accounting firm), or (B) a prospective target business with which the SPAC have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the SPAC’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the SPAC’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the SPAC has not asked the Sponsor to reserve for such indemnification obligations, nor has the SPAC independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the SPAC believes that the Sponsor’s only assets are securities of the SPAC. Therefore, the SPAC cannot assure you that the Sponsor would be able to satisfy those obligations. None of the SPAC’s officers or directors will indemnify the SPAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The SPAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay the SPAC’s tax obligations, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, the SPAC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While the SPAC currently expect that the SPAC’s independent directors would take legal action on the SPAC’s behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that the SPAC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If the SPAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the holders of Public Shares may be reduced below $10.25 per share.

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The SPAC may not have sufficient funds to satisfy indemnification claims of directors and executive officers.

The SPAC has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, the officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) the SPAC has sufficient funds outside of the Trust Account or (ii) the SPAC consummates an initial business combination (which shall be the Merger should it occur). the SPAC’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against the officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against the SPAC’s officers and directors, even though such an action, if successful, might otherwise benefit the SPAC and the SPAC Shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the SPAC pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after distributing the proceeds in the Trust Account to Public Shareholders, the SPAC or the Surviving Company, as applicable, files a bankruptcy petition or an involuntary bankruptcy petition is filed against the SPAC or the Surviving Company that is not dismissed, its creditors or a representative of its estate could commence an action in the applicable bankruptcy court seeking to recover such proceeds, and the members of the SPAC Board may be viewed as having breached their fiduciary duties, thereby exposing the Surviving Company and the members of the SPAC Board to claims for damages, including potentially punitive damages.

If, after distributing the proceeds in the Trust Account to Public Shareholders, the SPAC or the Surviving Company, as applicable, files a bankruptcy petition or an involuntary bankruptcy petition is filed against the SPAC or the Surviving Company that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, creditors or an estate representative of the SPAC or the Surviving Company, as applicable, could commence an action in the applicable bankruptcy court seeking to recover some or all amounts received by SPAC Shareholders. In addition, the SPAC Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and us to claims for damages, including potentially punitive damages, by paying the Public Shareholders from the Trust Account prior to addressing the claims of creditors. The Surviving Company and the members of the SPAC Board may not have sufficient resources to satisfy any such claims in full, or at all.

If, before distributing the proceeds in the Trust Account to Public Shareholders, the SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against the SPAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of shareholders, and the per-share amount that would otherwise be received by SPAC Shareholders in connection with a liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Public Shareholders, the SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against the SPAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in the SPAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by SPAC Shareholders in connection with a liquidation may be reduced.

The grant of registration rights to the Sponsors and certain stockholders of Zapata and the future exercise of such rights may adversely affect the market price of the New Company Common Stock.

In connection with the execution of the Business Combination Agreement, the SPAC, the Sponsors and certain stockholders of Zapata entered into the Registration Rights Agreement, substantially in the form attached to this proxy statement/prospectus as Annex A-D, which will become effective upon the consummation of the Merger. Pursuant to the Registration Rights Agreement, the SPAC agreed to file a shelf registration statement

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with respect to the registrable securities under the Registration Rights Agreement within 45 days of the closing of the Merger. Up to twice in any 12-month period, certain legacy SPAC and Zapata stockholders may request to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $50 million or all of such holders’ remaining registrable securities. The SPAC also agreed to provide customary “piggyback” registration rights. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of New Company Common Stock.

The SPAC before the consummation of the Merger and the Surviving Company after the consummation of the Merger may amend the terms of the SPAC Public Warrants in a manner that may be adverse to the holders of such warrants, with the approval of at least 50% of the then-outstanding SPAC Public Warrants. As a result, the exercise price of such warrants could be increased, the exercise period could be shortened and the number of shares of New Company Common Stock purchasable upon exercise of such warrants, could be decreased, all without approval of the holders of each SPAC Public Warrant affected.

The SPAC Public Warrants were issued in registered form under the SPAC Public Warrant Agreement. The SPAC Public Warrant Agreement provides that the terms of the SPAC Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake or defective provision, including to conform the provisions of the SPAC Public Warrant Agreement to the description of the terms of the SPAC Public Warrants and the SPAC Public Warrant Agreement set forth in this prospectus, (ii) adding or changing any provisions with respect to matters or questions arising under the SPAC Public Warrant Agreement as the parties to the SPAC Public Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the SPAC Public Warrants and (iii) providing for the delivery of an “alternative issuance” (as defined in the SPAC Public Warrant Agreement), but requires the approval by the holders of at least 50% of the then-outstanding SPAC Public Warrants to make any other changes. Accordingly, the SPAC before the consummation of the Merger and the Surviving Company after the consummation of the Merger may amend the terms of the SPAC Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding SPAC Public Warrants approve of such amendment. Examples of such amendments could be amendments to, among other things, increase the exercise price of the SPAC Public Warrants, convert the SPAC Public Warrants into cash, or shorten the exercise period or decrease the number of shares of New Company Common Stock purchasable upon exercise of a SPAC Public Warrant.

The Surviving Company may redeem unexpired SPAC Public Warrants prior to their exercise at a time that is disadvantageous to holders of such SPAC Public Warrants, thereby making such SPAC Warrants worthless.

The Surviving Company will have the ability to redeem outstanding SPAC Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SPAC Public Warrant, provided that the last sale price of the New Company Common Stock, equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any ten trading days within the 20-trading-day period ending on the third trading day prior to the date on which the notice of redemption is given to the SPAC Public Warrant holders. The Surviving Company will not redeem the SPAC Public Warrants unless a registration statement under the Securities Act covering the shares of New Company Common Stock issuable upon exercise of the SPAC Public Warrants is then effective and a current prospectus relating to such shares of New Company Common Stock is available throughout the 30 day redemption period or the Surviving Company has elected to require the exercise of the SPAC Public Warrants on a “cashless basis”. If and when the SPAC Public Warrants become redeemable by the Surviving Company, the Surviving Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding SPAC Public Warrants could force holders thereof to (i) exercise SPAC Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell SPAC Warrants at the then-current market price when such holder might otherwise wish to hold SPAC Warrants or (iii) accept the nominal redemption price which, at the time the outstanding SPAC Warrants are called for redemption, is likely to be substantially less than the market value of such SPAC Warrants. None of the SPAC Private Warrants will be redeemable by the Surviving Company.

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Public Shareholders who redeem their Public Shares may continue to hold any SPAC Public Warrants that they own, which results in additional dilution to non-redeeming SPAC Shareholders upon exercise of such SPAC Public Warrants.

The SPAC issued the SPAC Public Warrants to purchase 11,500,000 of SPAC Class A Common Stock as part of the SPAC Units and, simultaneously with the closing of the IPO, the SPAC issued in a private placement an aggregate of 13,550,000 SPAC Private Warrants, each exercisable to purchase one share of SPAC Class A Common Stock at $11.50 per share, subject to adjustment in certain circumstances. Subject to the terms of the Business Combination Agreement, upon the Domestication, the SPAC Warrants will entitle the holders thereof to purchase shares of New Company Common Stock, and, upon consummation of the Merger, all SPAC Common Stock will convert to New Company Common Stock.

Public Shareholders who redeem their Public Shares may continue to hold any SPAC Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming SPAC Shareholders acquired SPAC Units in the IPO and continue to hold the SPAC Public Warrants that were included in the SPAC units, and (b) maximum redemption of Public Shares held by the redeeming Public Shareholders, 11,500,000 SPAC Public Warrants would be retained by redeeming Public Shareholders. As a result, the redeeming Public Shareholders would hold SPAC Public Warrants with an aggregate market value of $3.5 million (based on the closing price of the SPAC Public Warrants on January 25, 2024), while non-redeeming SPAC Shareholders would suffer additional dilution in their percentage ownership and voting interest of the Surviving Company upon exercise of the SPAC Public Warrants held by redeeming SPAC Shareholders.

The SPAC Public Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of SPAC Public Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with the SPAC.

The SPAC Public Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against the SPAC arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) the SPAC irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The SPAC will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the SPAC Public Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the SPAC Public Warrants shall be deemed to have notice of and to have consented to the forum provisions in the SPAC Public Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of SPAC Public Warrants, such holder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the SPAC, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the SPAC Public Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the SPAC may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect the SPAC’s business, financial condition and results of operations and result in a diversion of the time and resources of the SPAC’s management and the SPAC Board.

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INFORMATION ABOUT THE PARTIES TO THE MERGER

Andretti Acquisition Corp.

The SPAC is a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. The SPAC has neither engaged in any operations nor generated any revenue to date. Based on the SPAC’s business activities, the SPAC is a “shell company” as defined under the Exchange Act because the SPAC has no operations and nominal assets consisting almost entirely of cash.

The SPAC intends to leverage the extensive experience and vast network of the SPAC’s management team to complete the SPAC’s initial business combination. Two key members of the SPAC’s management team are racing legends Mario and Michael Andretti. Mario Andretti is a former Formula One World Champion racecar driver and one of only three drivers to win races in Formula One, IndyCar, World Sportscar Championship and the NASCAR. He is one of only two drivers to have won both the Daytona 500 and the Indy 500. His son, Michael Andretti, won the PPG IndyCar World Series in 1991 and has tallied 42 race wins throughout his career. As owner of Andretti Autosport, Michael Andretti has led his team to over 200 race wins, including four IndyCar Championships. This legacy has made Andretti a household name with 75% of Americans familiar with the iconic brand, which connotes luxury, lifestyle and performance. Among its many successes, Andretti Autosport has leveraged the popularity of the Andretti brand to undertake sustainability initiatives, including helping underprivileged communities, as well as developing a competitive electric vehicle platform powered by renewable energy. The Andretti brand is complemented by Andretti Technologies, an advanced engineering and innovation arm that has enabled Andretti to raise the bar for automotive performance.

The SPAC’s executive offices are located at 7615 Zionsville Road, Indianapolis, IN 46268 and the SPAC’s telephone number is (317) 872-2700. The SPAC’s corporate website address is andrettiacquisition.com. The SPAC’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. For additional information, see “Information about the SPAC.”

On January 28, 2021, the Sponsor purchased an aggregate of 7,187,500 shares of SPAC Class B Common Stock for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 2, 2021, the Sponsor transferred 30,000 shares of SPAC Class B Common Stock to Cassandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25,000 shares of SPAC Class B Common Stock to each of Zakary C. Brown, James W. Keyes, Gerald D. Putnam and John J. Romanelli, in each case for the consideration of $86.96 (approximately $0.003 per share of SPAC Class B Common Stock), resulting in the Sponsor holding 7,057,500 shares of SPAC Class B Common Stock. On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of SPAC Class B Common Stock for no consideration, thereby reducing the aggregate number of shares of SPAC Class B Common Stock held by the Sponsor to 5,620,000 shares of SPAC Class B Common Stock. Immediately prior to the IPO, the Sponsor forfeited 1,430,923 shares of SPAC Class B Common Stock in connection with the issuance of shares of SPAC Class B Common Stock to the Sponsor Co-Investor.

The SPAC entered into agreements with the Sponsor Co-Investor, pursuant to which the Sponsor Co-Investor purchased (i) an aggregate of approximately 25% of the issued and outstanding, or 1,430,923, shares of SPAC Class B Common Stock, and (ii) an aggregate of 3,450,000 SPAC Private Warrants from the Sponsor immediately prior to the closing of the IPO. The Sponsor Co-Investor entered into an agreement to vote all of the shares of SPAC Class B Common Stock it owns in favor of a business combination and will also agree not to redeem any shares of SPAC Class B Common Stock it owns in connection with the completion of a business combination. The Sponsor Co-Investor was not granted any material additional shareholder or other rights, other than the shares of SPAC Class B Common Stock.

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On January 18, 2022, the SPAC completed its IPO, which included the full exercise by the Over-Allotment Option in the amount of 3,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000. Each unit consists of one of share of SPAC Class A Common Stock, par value $0.0001 per share, and one-half of one SPAC Public Warrant. Each whole SPAC Public Warrant entitles the holder thereof to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

Concurrently with the completion of the IPO, the Sponsor and the Sponsor Co-Investor purchased the SPAC Private Warrants at a price of $1.00 per SPAC Private Warrant, or $13,550,000 in the aggregate. An aggregate of $235,750,000 from the proceeds of the IPO and the SPAC Private Warrants was placed in the Common Stock Trust Account such that the Trust Account held $235,750,000 at the time of closing of the IPO. Each whole private placement warrant entitles the holder thereof to purchase one share of SPAC Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

On March 4, 2022, the SPAC announced that, commencing March 7, 2022, holders of the 23,000,000 units sold in the IPO may elect to separately trade the shares of SPAC Class A Common Stock and the warrants included in the units. Those units not separated continued to trade on the NYSE under the symbol “WNNR.U” and SPAC Class A Common Stock and warrants that were separated trade under the symbols “WNNR” and “WNNR WS” respectively.

On July 6, 2023, the SPAC and the Sponsor entered into the Non-Redemption Agreements with the Investors. Pursuant to the Non-Redemption Agreements, the Investors agreed not to redeem the Non-Redeemed Shares in connection with the July 2023 Extraordinary General Meeting. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor has agreed to transfer to the Investors an aggregate of 875,000 shares of SPAC Class B Common Stock immediately following consummation of an initial business combination if the Investors held such Non-Redeemed Shares through the July 2023 Extraordinary General Meeting.

On July 14, 2023, the SPAC held the July 2023 Extraordinary General Meeting. At the July 2023 Extraordinary General Meeting, the SPAC’s shareholders approved the (i) Extension and (ii) elimination of the Redemption Limitation.

In connection with the July 2023 Extraordinary General Meeting, shareholders holding an aggregate of 15,105,199 shares of SPAC Class A Common Stock exercised their right to redeem such shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the Trust Account in connection with such redemptions, approximately $85.13 million remained in the Trust Account as of September 30, 2023.

Zapata Computing, Inc.

Zapata AI is an Industrial Generative AI software company that develops generative AI applications and provides accompanying services to solve complex industrial problems. Its computational approaches leverage the statistical advantages of math based on quantum physics.

Founded by a team including Harvard University scientists in 2017, Zapata AI has built a world-class team from leading academic institutions and enterprise software companies with deep expertise across generative AI, quantum science, and enterprise software.

Zapata AI’s primary target customers are enterprise organizations. It offers subscription-based solutions that combine software and services to develop custom Industrial Generative AI applications designed to resolve the highly complex business challenges of these enterprises given the size and scope of their global operations.

Zapata AI focuses on generative AI and uses both quantum and classical techniques in its work. Specifically, its specialized generative AI software category, referred to herein as “Industrial Generative AI,”

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takes generative models similar to those behind popular generative AI tools, such as OpenAI’s ChatGPT and Google’s Bard, and tailors them to business-, domain-, and industry-specific applications, with a focus on industrial problems.

Zapata AI offers enterprise customers Industrial Generative AI solutions designed to address some of the key challenges that arise in connection with solving industrial problems with computing-based solutions: data disarray, unpredictability, large solution spaces, time sensitivity, constrained compute, mission-critical requirements, and security concerns.

Zapata AI has a suite of three subscription-based Industrial Generative AI offerings that include software and software tools supported by services. Its software offers its customers flexibility in selecting computing resources, including classical, high performance, and quantum computing hardware, as well as deployment environment options, cloud, private cloud, and on-premise. Using techniques based on the math of quantum physics, Zapata AI can apply its software tools to specific industrial applications and tailor those applications to our customer’s relevant hardware. These offerings consist of:

• Sense: A suite of algorithms and complex mathematical models to enhance analytics and other data-driven applications.

• Prose: Zapata AI’s set of generative AI solutions based on LLMs, similar to widely used generic chatbot applications but customized to an enterprise’s industry and its unique problems.

• Orquestra: Zapata AI’s Industrial Generative AI application development platform on which it provides Sense and Prose to customers.

While Zapata AI’s current customers operate in only a few specific industries, Zapata AI envisions opportunities for Zapata AI to utilize its software tools in almost any industry.

Zapata AI’s principal executive offices are located at 100 Federal Street, Floor 20, Boston, Massachusetts 02110. For additional information, see “Business of Zapata.”

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THE SPECIAL MEETING

General

The SPAC is furnishing this proxy statement/prospectus to SPAC Shareholders as part of the solicitation of proxies by the SPAC Board for use at the Special Meeting to be held on February 13, 2024, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to SPAC Shareholders on or about January 29, 2024 in connection with the vote on the Shareholder Proposals. This proxy statement/prospectus provides SPAC Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on February 13, 2024, at 10:00 a.m., Eastern Time. For the purposes of the Existing Governing Documents, the physical place of the meeting will be at the offices of Paul, Weiss, located at 1285 Avenue of the Americas, New York, NY 10019. The SPAC encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting www.proxydocs.com/WNNR. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting.

Purpose of the Special Meeting

At the Special Meeting, the SPAC is asking holders of shares of SPAC Common Stock to vote on the following Shareholder Proposals:

Proposal No. 1 — The Domestication Proposal — to consider and vote upon to approve by special resolution under Cayman Islands law, assuming the Merger Proposal is approved and adopted, the Domestication Proposal;

Proposal No. 2 — The Charter Proposal — to consider and vote upon to approve by special resolution under Cayman Islands law, assuming the Merger Proposal and the Domestication Proposal are approved and adopted, the amendment and restatement of the Existing Governing Documents by their deletion and substitution in their entirety with the Proposed Certificate of Incorporation, which, if approved, would take effect substantially concurrently with the Closing;

Proposal Nos. 2A through 2E — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Certificate of Incorporation, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals;

Proposal No. 2A — to increase the authorized share capital from 555,000,000 shares consisting of 500,000,000 shares of SPAC Class A Common Stock, 50,000,000 shares of SPAC Class B Common Stock, and 5,000,000 shares of SPAC Preferred Stock, to authorized capital stock of shares, consisting of (i) 600,000,000 shares of New Company Common Stock (ii) 10,000,000 shares of New Company Preferred Stock;

Proposal No. 2B — to provide that the Proposed Certificate of Incorporation may be amended, altered or repealed by the affirmative vote of holders of not less than a majority of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon, except that the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Surviving Company entitled to vote thereon and the affirmative vote of not less than two-thirds of the outstanding shares of each class of capital stock entitled to vote thereon as a class is required to amend or repeal

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the following provisions of the Proposed Governing Documents: (i) Section 5.2 of the Proposed Certificate of Incorporation relating to the number, election and term of the Surviving Company Board; (ii) Section 7.3 of the Proposed Certificate of Incorporation relating to actions by stockholders by written consent; (iii) Article VIII of the Proposed Certificate of Incorporation relating to the limitation of liability of directors; (iv) Article VIII of the Proposed Bylaws relating to indemnification of directors and officers; and (v) Article X of the Proposed Bylaws relating to lock-up restrictions affecting certain New Company Securities. The remaining sections of the Proposed Bylaws may be amended by either (a) an affirmative vote of a majority of the Surviving Company Board or (b) by the affirmative vote of holders of at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote thereon; provided however, that if the Surviving Company Board recommends such amendment or repeal, such amendment would only require the affirmative vote of a majority of the then outstanding shares of New Company Common Stock;

Proposal No. 2C — to provide that (i) directors will be elected by a plurality of the votes cast in respect of the shares of New Company Common Stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors and, (ii) subject to the special rights of the holders of one or more series of New Company Preferred Stock to elect directors, any vacancy on the Surviving Company Board or newly created directorships will be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and not by stockholders. The Proposed Certificate of Incorporation also provides, for so long as the Surviving Company Board is classified and subject to the rights of holders of New Company Preferred Stock, that directors may be removed only (i) with cause and (ii) by the affirmative vote of stockholders holding at least two-thirds of the outstanding shares of capital stock of the Surviving Company entitled to vote at an election of directors, voting together as a single class;

Proposal No. 2D — to provide that, unless the Surviving Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery will be the exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine as defined by the DGCL. The federal district court for the District of Delaware will be the exclusive forum for suits brought for any action arising under the Securities Act. This exclusive forum provision will not apply to claims under the Exchange Act;

Proposal No. 2E — to eliminate various provisions in the Existing Governing Documents applicable only to blank check companies;

Proposal No. 3 — The Merger Proposal — to consider and vote upon to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Charter Proposal are approved, the Merger Proposal;

Proposal No. 4 — The NYSE Issuance Proposal — to consider and vote upon to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal and the Merger Proposal are approved and adopted, the NYSE Issuance Proposal;

Proposal No. 5 — The Equity Incentive Plan Proposal — to consider and vote upon to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal are approved and adopted, the Equity Incentive Plan Proposal;

Proposal No. 6 — The Employee Stock Purchase Plan Proposal — to consider and vote upon to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal and the Equity Incentive Plan Proposal are approved and adopted, the Employee Stock Purchase Plan Proposal; and

Proposal No. 7 — The Director Election Proposal — to consider and vote upon to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal are approved and adopted, the Director Election Proposal;

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Proposal No. 8 — The Equity Line of Credit Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Charter Proposal, the Merger Proposal, the NYSE Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Director Election Proposal are approved and adopted, the Equity Line of Credit Issuance Proposal; and

Proposal No. 9 — The Adjournment Proposal — if put to the meeting, to consider and vote upon to approve by ordinary resolution under Cayman Islands law the Adjournment Proposal.

Recommendation of the SPAC Board

The SPAC Board has determined that the Merger Proposal is in the best interests of the SPAC and SPAC Shareholders, has approved the Merger Proposal, and recommends that shareholders vote “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” the Unbundling Precatory Proposals, “FOR” the Merger Proposal, “FOR” the NYSE Issuance Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Line of Credit Issuance Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of the SPAC’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of the SPAC and SPAC Shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Merger Proposal — Interests of the SPAC’s Directors and Officers in the Merger” for a further discussion.

Record Date; Who Is Entitled to Vote

The SPAC has fixed the close of business on January 4, 2024, as the Record Date for determining SPAC Shareholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on January 4, 2024, there were 13,644,801 shares of SPAC Common Stock outstanding and entitled to vote. Each share of SPAC Common Stock is entitled to one vote per share on each proposal to be considered at the Special Meeting, except for the Domestication Proposal, the Charter Proposal and the Director Election Proposal. Pursuant to the Existing Governing Documents, with respect to: (i) any vote or votes to continue the SPAC in a jurisdiction outside the Cayman Islands, (ii) any vote or votes to adopt new constitutional documents of the SPAC, as a result of the SPAC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands, and (iii) any vote or votes to appoint any person to be a director to the SPAC Board, only holders of shares of SPAC Class B Common Stock will have the right to vote.

The Sponsors and the SPAC’s directors and officers have agreed to vote their SPAC Class B Common Stock and any SPAC Class A Common Stock purchased during or after the IPO in favor of approving a business combination.

Quorum

The presence, in person, virtually or by proxy, of the holders of one-third of the of the issued and outstanding shares of SPAC Common Stock entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to the SPAC but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. They will also not be treated as shares voted on the matter. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Merger Proposal and the Domestication Proposal.

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Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Merger Proposal and the Charter Proposal. Therefore, if either the Merger Proposal or the Charter Proposal is not approved, the Domestication Proposal will have no effect, even if approved by the SPAC Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Domestication Proposal.

The approval of the Charter Proposal requires a special resolution under Cayman Law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Charter Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Merger Proposal. Therefore, if the Merger Proposal or the Domestication Proposal is not approved, the Charter Proposal will have no effect, even if approved by the SPAC Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to adopt new constitutional documents of the SPAC, as a result of the SPAC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Charter Proposal.

The approval of the Merger Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The SPAC Shareholders must approve the Merger Proposal in order for the Merger to occur. If the SPAC Shareholders fail to approve the Merger Proposal, the Merger will not occur.

The approval of any of the Unbundling Precatory Proposals is not required by Cayman Islands law or Delaware law, but, pursuant to SEC guidance, the SPAC is submitting these provisions to the SPAC Shareholders separately for approval. Each Unbundling Precatory Proposal will be considered approved if passed by an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on the SPAC or the SPAC Board. Furthermore, the Merger is not conditioned on the approval of the Unbundling Precatory Proposals.

The approval of the NYSE Issuance Proposal for purposes of complying with the applicable listing rules of the NYSE requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The NYSE Issuance Proposal is conditioned on the approval of the Charter Proposal, and, therefore, also conditioned on approval of the Merger Proposal and the Domestication Proposal. Therefore, if any of the Merger Proposal, the Domestication Proposal or the Charter Proposal is not approved, the NYSE Issuance Proposal will have no effect, even if approved by the SPAC Shareholders.

The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by the SPAC Shareholders.

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The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Equity Incentive Plan Proposal and, therefore, also conditioned on the approval of the Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by the SPAC Shareholders.

The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Director Election Proposal is conditioned on the approval of the Employee Stock Purchase Plan Proposal and, therefore, also conditioned on the approval of the Equity Incentive Plan Proposal, Domestication Proposal, the Charter Proposal, the Merger Proposal and the NYSE Issuance Proposal. Therefore, if any of those proposals is not approved, the Director Election Proposal will have no effect, even if approved by the SPAC Shareholders. Pursuant to the Existing Governing Documents, with respect to any vote or votes to appoint any person to be a director to the SPAC Board, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Director Election Proposal.

The approval of the Equity Line of Credit Issuance Proposal for purposes of complying with the applicable listing rules of the NYSE requires an ordinary resolution, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Line of Credit Issuance Proposal is conditioned on the approval of the Director Election Proposal, and, therefore, also conditioned on approval of the Employee Stock Purchase Plan Proposal, Equity Incentive Plan Proposal, Domestication Proposal, Charter Proposal, Merger Proposal and NYSE Issuance Proposal. Therefore, if any of the Director Election Proposal, Employee Stock Purchase Plan Proposal, Equity Incentive Plan Proposal, Domestication Proposal, the Charter Proposal, the Merger Proposal or the NYSE Issuance Proposal is not approved, the Equity Line of Credit Issuance Proposal will have no effect, even if approved by the SPAC Shareholders

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other proposal.

In each case, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

Voting Your Shares

Each share of SPAC Class A Common Stock that you own in your name entitles you to one vote, except as set forth herein with respect to the Domestication Proposal, the Charter Proposal and the Director Election Proposal. Your proxy card shows the number of shares of SPAC Class A Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your shares of SPAC Class A Common Stock at the Special Meeting:

(i) You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the SPAC Board “FOR” the Merger Proposal, “FOR” the Domestication Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Unbundling Precatory Proposals, “FOR” the NYSE Issuance Proposal, “FOR” the Equity Incentive Plan Proposal,

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“FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Director Election Proposal, “FOR” the Equity Line of Credit Issuance Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

(ii) You Can Attend the Special Meeting and Vote in Person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way the SPAC can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a SPAC Shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

(i) you may send another proxy card with a later date;

(ii) you may notify the SPAC’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

(iii) you may attend the Special Meeting, revoke your proxy, and vote in person or virtually, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your shares of SPAC Common Stock, you may call MacKenzie Partners, the SPAC’s proxy solicitor, by calling toll-free (800) 322-2885.

Redemption Rights

Public Shareholders may seek to redeem the Public Shares that they hold, regardless of whether they vote for the Merger, against the Merger or do not vote in relation to the Merger. Any Public Shareholder may request redemption of their Public Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Merger, including interest earned on the Trust Account and not previously released to the SPAC to pay its tax obligations, divided by the number of then issued and outstanding Public Shares. If a holder properly seeks redemption as described in this section and the Merger is consummated, the holder will no longer own these shares following the Merger.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the shares of the Public Shares without the SPAC’s consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash as the SPAC does not expect to consent to such redemptions.

The Sponsors and the SPAC’s directors and officers will not have redemption rights with respect to any shares of SPAC Common Stock owned by them, directly or indirectly.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and SPAC Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

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(ii) prior to 5:00 p.m., Eastern Time, on February 9, 2024, (a) submit a written request to the Transfer Agent that the SPAC redeem your Public Shares for cash and (b) deliver your share certificates for your Public Shares (if any) to the Transfer Agent, physically or electronically through DTC.

If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Merger is not consummated this may result in an additional cost to shareholders for the return of their shares.

Holders of units must elect to separate the underlying Public Shares and SPAC Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm, bank, trust company or other nominee, holders must notify their nominee that they elect to separate the units into the underlying Public Shares and SPAC Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent, directly and instruct them to do so.

A SPAC Shareholder may not withdraw a redemption request once submitted to the SPAC unless the SPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). Furthermore, if a holder of a public share delivers its certificate (if any) and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the SPAC permit the withdrawal of the redemption request and instruct its Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus.

If the Merger is not approved or completed for any reason, then Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, the SPAC will promptly return any shares previously delivered by public holders.

The closing price of SPAC Class A Common Stock on January 25, 2024, was $10.95 per share. Prior to exercising redemption rights, shareholders should verify the market price of SPAC Class A Common Stock as they may receive higher proceeds from the sale of their SPAC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. The SPAC cannot assure SPAC Shareholders that they will be able to sell their SPAC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when SPAC Shareholders wish to sell their shares.

If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares.

In order for Public Shareholders to exercise their redemption rights in respect of the Merger, Public Shareholders must properly exercise their right to redeem the Public Shares that you will hold upon the Domestication no later than the close of the vote on the Merger Proposal and deliver their shares of SPAC Common Stock (either physically or electronically) to the Transfer Agent, prior to 5:00 p.m., Eastern Time on February 9, 2024. Therefore, the exercise of redemption rights occurs prior to the Domestication. For the purposes of the Existing Governing Documents and Cayman Islands law, the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the Domestication and the consummation of the Merger, the SPAC shall pay Public Shareholders who properly exercised their redemption rights in respect of their Public Shares.

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Appraisal Rights

SPAC Shareholders do not have appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation Costs

The SPAC is soliciting proxies on behalf of the SPAC Board. This solicitation is being made by mail but also may be made by telephone or in person. The SPAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. The SPAC will bear the cost of the solicitation.

The SPAC has hired MacKenzie Partners to assist in the proxy solicitation process. The SPAC will pay that firm a fee of up to $17,500 plus disbursements. Such fees will be paid with non-Trust Account funds.

The SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. The SPAC will reimburse them for their reasonable expenses.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the Special Meeting, please contact MacKenzie Partners, the SPAC’s proxy solicitor, at:

MacKenzie Partners, Inc.

1407 Broadway – 27th Floor

New York, New York 10018

Call Toll-Free (800) 322-2885

E-mail: proxy@mackenziepartners.com

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PROPOSAL NO. 1—THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, the SPAC is asking SPAC Shareholders to approve the Domestication Proposal. Under the Business Combination Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Merger. If, however, the Domestication Proposal is approved, but the Merger Proposal or the Charter Proposal is not approved, then neither the Domestication nor the Merger will be consummated.

As a condition to closing the Merger pursuant to the terms of the Business Combination Agreement, the SPAC Board has approved a change of the SPAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the Domestication, the SPAC will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the SPAC will be domesticated and continue as a Delaware corporation. Upon the effectiveness of the Domestication, (a) each outstanding share of SPAC Class A Common Stock will automatically convert into one share of New Company Common Stock, (b) each outstanding share of SPAC Class B Common Stock will automatically convert into one share of New Company Common Stock and (c) each warrant to purchase one share of SPAC Class A Common Stock will automatically convert into one warrant to purchase one share of New Company Common Stock.

A moment in time after the effectiveness of the Domestication and before the Closing, each outstanding unit of the SPAC (each of which will consist of one share of Domesticated SPAC Class A Common Stock and one-half of one warrant to purchase one share of Domesticated SPAC Class A Common Stock) will be separated into its component Domesticated SPAC Class A Common Stock and warrant.

The Domestication Proposal, if approved, will approve a change of the SPAC’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while the SPAC is currently governed by the Cayman Islands Companies Act, upon Domestication, the SPAC will be governed by the DGCL. The SPAC urges shareholders to carefully consult the information set out below under “The Domestication Proposal — Comparison of Corporate Governance and Shareholder Rights.” Additionally, the SPAC notes that if the Domestication Proposal is approved, then the SPAC will also ask SPAC Shareholders to approve the Charter Proposal (discussed below), which, if approved, will replace the Existing Governing Documents with the SPAC Delaware Certificate. In addition, pursuant to the Business Combination Agreement, the SPAC Board will adopt initial bylaws for the SPAC immediately following the effectiveness of the Domestication.

The Proposed Certificate of Incorporation and the proposed bylaws of the Surviving Company to be adopted in connection with the Domestication (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Governing Documents”) differ in certain material respects from the Existing Governing Documents and the SPAC urges shareholders to carefully consult the information set out below under “The Charter Proposal,” the Proposed Governing Documents and the Existing Governing Documents, attached hereto as Annex A-A, Annex A-B and the Existing Governing Documents which are filed as exhibits to the Registration Statement of which this proxy statement/prospectus forms a part of.

Reasons for the Domestication

The SPAC Board believes that there are significant advantages to the SPAC that will arise as a result of a change of domicile to Delaware. Further, the SPAC Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The SPAC Board believes that there are several reasons why a change of domicile to Delaware is in the best interests of the SPAC and SPAC Shareholders, including:

(i) Prominence, Predictability, and Flexibility of Delaware Law. For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in

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adopting, construing, and implementing comprehensive, flexible corporation laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporation laws. This favorable corporate and regulatory environment is attractive to businesses such as the SPAC’s. Based on publicly available data, over half of publicly traded corporations in the United States and over 68% of all Fortune 500 companies are incorporated in Delaware.

(ii) Well-Established Principles of Corporate Governance. There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a Delaware corporation and to the conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporation law. Such clarity would be advantageous to the SPAC, its board of directors and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for SPAC Shareholders from possible abuses by directors, officers and controlling shareholders.

(iii) Increased Ability to Attract and Retain Qualified Directors. Domestication from the Cayman Islands to Delaware is attractive to directors, officers and shareholders alike. The Surviving Company’s incorporation in Delaware may make the Surviving Company more attractive to future candidates for the Surviving Company Board, because many such candidates are already familiar with Delaware corporation law from their past business experience. To date, the SPAC has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification — draw such qualified candidates to Delaware corporations. The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, the SPAC believes that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a corporation’s ability to limit director liability. The SPAC Board therefore believes that providing the benefits afforded directors by Delaware law will enable the Surviving Company, following completion of the Merger, to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.

Anticipated Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the SPAC as a result of Domestication. The business, capitalization, assets and liabilities and financial

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statements of the SPAC immediately following the Domestication will be the same as those of the SPAC immediately prior to the Domestication.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Company be de-registered in the Cayman Islands pursuant to Article 49 of the Amended and Restated Memorandum and Articles of Association of Andretti Acquisition Corp., as amended, and be registered by way of continuation as a corporation in the State of Delaware, and conditional upon, and with effect from, the registration of the Company in the State of Delaware as a corporation with the laws of the State of Delaware, the name of the Company be changed to “Zapata Computing Holdings Inc.”

Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least 66²⁄₃% of the outstanding shares of SPAC Common Stock (computed on the basis of the number of votes to which each such holder is entitled) who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for purposes of establishing quorum, will not count as a vote cast at the Special Meeting.

The Merger is conditioned upon the approval of the Domestication Proposal and the other Condition Precedent Proposals, subject to the terms of the Business Combination Agreement. Notwithstanding the approval of the Domestication Proposal, if any of the Condition Precedent Proposals are not approved, or the Merger is not consummated for any reason, the actions contemplated by the Domestication Proposal will not be effected.

Pursuant to the Existing Governing Documents, with respect to any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Domestication Proposal.

Accordingly, the shares of SPAC Class B Common Stock held by the Sponsors and the SPAC’s officers and directors represent 100% of the aggregate voting power of the SPAC Common Stock with respect to the Domestication Proposal.

The Sponsors and Insiders have agreed to vote the shares of SPAC Common Stock owned by them in favor of the Domestication Proposal. For additional information, see “Proposal No. 3 — Merger Proposal — The Business Combination Agreement — Related Agreements — Sponsor Support Agreement.”

Recommendation of the SPAC Board

THE SPAC BOARD RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE DOMESTICATION PROPOSAL.

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PROPOSAL NO. 2—THE CHARTER PROPOSAL

We are asking for the SPAC Shareholders to approve and adopt, assuming the Domestication Proposal and Merger Proposal are approved, the amendment and restatement of the Existing Governing Documents by their deletion and substitution in their entirety with the Proposed Certificate of Incorporation, which, if approved, would take effect upon the completion of the Domestication. A copy of the Proposed Certificate of Incorporation is attached hereto as Annex A-A.

The Proposed Certificate of Incorporation differs in material respects from the Existing Governing Documents, and we urge shareholders to carefully consult the full text of the Existing Governing Documents. The Charter Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. If any of the Condition Precedent Proposals are not approved, the Charter Proposal will have no effect, even if approved by the SPAC Shareholders.

Reasons for Revisions

The SPAC Shareholders are being asked to adopt the Proposed Certificate of Incorporation in the form attached hereto as Annex A-A, which, in the judgment of the SPAC Board, is necessary to adequately address the needs of the Surviving Company following the Domestication and the consummation of the Merger. The Proposed Certificate of Incorporation was negotiated as part of the proposed Merger and related transactions. The SPAC Board’s specific reasons for each of the Unbundling Precatory Proposals are set forth below in the section entitled “The Unbundling Precatory Proposals.”

As a matter of Delaware law, the Proposed Certificate of Incorporation is required to be voted on by the SPAC Shareholders in connection with the Domestication and the SPAC Board will adopt the Proposed Bylaws promptly following the effectiveness of the Domestication if, and only if, the Domestication occurs.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of Andretti Acquisition Corp. currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation (a copy of which is attached to the proxy statement/prospectus as Annex A-A), including, without limitation, the authorization of the change in authorized share capital as indicated therein and the change of name to “Zapata Computing Holdings Inc.,” and, for the avoidance of doubt, the certificate of incorporation in the form attached to the proxy statement/prospectus as Annex A-A, is hereby approved.”

Vote Required for Approval

The approval of the Charter Proposal requires a special resolution under the Companies Act, being the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Special Meeting. The Charter Proposal is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. If any of the Condition Precedent Proposals are not approved, the Charter Proposal will have no effect, even if approved by the SPAC Shareholders.

Pursuant to the Existing Governing Documents, with respect to any vote or votes to adopt new constitutional documents of the SPAC, as a result of the SPAC approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands, only holders of shares of SPAC Class B Common Stock will have the right to vote on the Charter Proposal.