UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 29, 2024
Andretti Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-41218 |
98-1578373 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
7615 Zionsville Road
Indianapolis, Indiana 46268 |
(Address of principal executive offices, including zip code) |
(317)
872-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value,
and one-half of one redeemable public warrant |
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WNNR.U |
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New York Stock Exchange |
Class A ordinary shares, $0.0001 par value |
|
WNNR |
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New York Stock Exchange |
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
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WNNR WS |
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New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 29, 2024, Andretti Acquisition Corp.
(“Andretti”) issued a press release announcing the date of its upcoming extraordinary general meeting of shareholders. A copy
of the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this Current
Report on Form 8-K (the “Current Report”), and certain oral statements made from time to time by representatives of Andretti
or Zapata Holdings, Inc. (“Zapata”), that are not historical facts are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem” “seek” “future”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters.
These statements are based on various assumptions,
whether or not identified in this Current Report, and on the current expectations of the management of Zapata and Andretti, as the case
may be, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are beyond the control of Zapata and Andretti. These forward-looking statements
are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and
legal conditions, the inability of Zapata or Andretti to successfully or timely consummate the proposed business combination of Zapata
and a wholly owned subsidiary of Andretti (the “Business Combination”), the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;
the outcome of any legal proceedings that may be instituted against Andretti, Zapata, the Surviving Company or others following the announcement
of the Business Combination and any definitive agreements with respect thereto; the inability to complete the Business Combination due
to the failure to obtain approval of the shareholders of Andretti, the ability to meet stock exchange listing standards following the
consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Zapata as a
result of the announcement and consummation of the Business Combination. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements
reflect Zapata’s expectations, plans or forecasts of future events and views as of the date of this Current Report. Zapata anticipates
that subsequent events and developments will cause Zapata’s assessments to change. Neither Andretti nor Zapata undertakes or accepts
any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations
or any change in events, conditions or circumstances on which any such statement is based. These forward-looking statements should not
be relied upon as representing Andretti’s or Zapata’s assessments of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
In
connection with the contemplated transaction, Andretti filed a Registration Statement, which includes a proxy statement/prospectus,
with the SEC. Additionally, Andretti will file other relevant materials with the SEC in connection with the transaction. A
definitive proxy statement/final prospectus will also be sent to the shareholders of Andretti, seeking any required shareholder
approval. This Current Report is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus,
or any other document that Andretti will send to its shareholders. Before making any voting or investment decision, investors and
security holders of Andretti are urged to carefully read the entire Registration Statement and proxy statement/prospectus and any
other relevant documents filed with the SEC as well as any amendments or supplements to these documents, because they contain
important information about the transaction. Shareholders also can obtain copies of such documents, without charge, at the
SEC’s website at www.sec.gov. In addition, the documents filed by Andretti may be obtained free of charge from Andretti at
andrettiacquisition.com. Alternatively, these documents can be obtained free of charge from Andretti upon written request to
Andretti Acquisition Corp., 7615 Zionsville Road, Indianapolis, Indiana 46268, or by calling (317) 872-2700. The
information contained on, or that may be accessed through, the websites referenced in this Current Report is not incorporated by reference
into, and is not a part of, this Current Report.
Participants
in the Solicitation
Andretti, Andretti’s
sponsors, Zapata and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Andretti, in connection with the Business Combination. Information regarding Andretti’s directors
and executive officers is contained in Andretti’s Annual Report on Form 10-K for the year ended December 31, 2022, which is filed
with the SEC. Additional information regarding the interests of those participants, the directors and executive officers of Zapata and
other persons who may be deemed participants in the transaction may be obtained by reading the Registration Statement and the proxy statement/prospectus
and other relevant documents filed with the SEC. Free copies of these documents may be obtained as described above.
No Offer
or Solicitation
This Current
Report is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the Business Combination. This Current Report shall also not constitute an offer to sell
or a solicitation of an offer to buy any securities, nor shall there be any sale, issuance, or transfer of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or an exemption therefrom.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 29,
2024
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ANDRETTI ACQUISITION CORP. |
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By: |
/s/ William M. Brown |
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Name: |
William M. Brown |
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Title: |
President and Chief Financial Officer |
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EXHIBIT
99.1
Andretti
Acquisition Corp. Announces Effectiveness of Registration Statement and February 13, 2024 Extraordinary General Meeting of Shareholders
to Approve Business Combination with Zapata AI
INDIANAPOLIS
/ BOSTON – (January 29, 2024)
— Andretti Acquisition Corp. (“Andretti”) (NYSE: WNNR), a publicly traded special purpose acquisition company, announced
today that its registration statement on Form S-4 (the “Registration Statement”) relating to the previously announced proposed
business combination between Andretti and Zapata Computing, Inc. (“Zapata AI”), the Industrial Generative AI software company
developing solutions and applications to solve enterprises’ hardest problems, has been declared effective by the U.S. Securities
and Exchange Commission (the “SEC”). An Extraordinary General Meeting of Shareholders of Andretti (the “Special Meeting”)
to approve the proposed business combination is scheduled to be held on February 13, 2024 at 10:00 am Eastern Time.
Andretti
shareholders as of the close of business on January 4, 2024 will receive the definitive proxy statement/prospectus (the “Proxy
Statement”) in connection with Andretti’s solicitation of proxies for the Special Meeting. The Proxy Statement contains
a notice and proxy card relating to the Special Meeting. A copy of the Proxy Statement can be accessed via the SEC’s website
at https://www.sec.gov/Archives/edgar/data/1843714/000119312524018153/0001193125-24-018153-index.htm.
The
Special Meeting is to be held virtually and can be accessed at www.proxydocs.com/WNNR. If the proposals at the Special Meeting are approved,
Andretti and Zapata AI anticipate that the business combination will close and shares of common stock and warrants of the combined entity
will commence trading shortly thereafter on the New York Stock Exchange (NYSE) under the new symbols “ZPTA” and “ZPTA.WS”,
respectively, subject to the satisfaction or waiver, as applicable, of all other closing conditions.
Every
shareholder’s vote counts, regardless of the number of shares held. Accordingly, Andretti requests that each shareholder complete,
sign, date and return a proxy card (or cast their vote by telephone or internet as provided on each proxy card) as soon as possible and,
if by mail, phone or internet, no later than 5:00 p.m. New York City time on February 12, 2024, to ensure that such shareholder's shares
will be represented at the Special Meeting.
Shareholders
who hold shares in “street name” through a broker, bank or other nominee should contact their broker, bank or nominee to
ensure that their shares are voted at the Special Meeting.
If
any Andretti shareholder does not receive the Proxy Statement, such shareholder should (i) confirm their Proxy Statement’s status
with their broker or (ii) contact MacKenzie Partners, Inc., Andretti’s proxy solicitor, for assistance via e-mail at proxy@mackenziepartners.com
or toll-free call at (800) 322-2885.
Advisors
Cohen
& Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), is serving as exclusive financial advisor
and lead capital markets advisor to Andretti Acquisition Corp. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel
to Andretti Acquisition Corp. Foley Hoag LLP is serving as legal counsel to Zapata.
About
Zapata
Zapata
AI is the Industrial Generative AI company, revolutionizing how enterprises solve their hardest problems with its powerful suite of Generative
AI software. By combining numerical and text-based solutions, Zapata AI empowers industrial-scale enterprises to leverage large language
models and numerical generative models better, faster, and more efficiently—delivering solutions to drive growth, savings and unprecedented
insight. With proprietary science and engineering techniques and the Orquestra® platform, Zapata AI is accelerating Generative AI’s
impact in Industry. The Company was founded in 2017 and is headquartered in Boston, Massachusetts. To learn more, visit: https://www.zapata.ai
About
Andretti Acquisition Corp.
Andretti
Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a business combination with one or more
businesses or entities. Two key members of the management team are racing legends Mario and Michael Andretti. To learn more, visit: https://www.andrettiacquisition.com/.
Forward-Looking
Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The
Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “intend,” “expect,” “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,”
and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding future events, the likelihood and ability of the parties to successfully
consummate the transaction, and other statements that are not historical facts. These statements are based on the current expectations
of Andretti Acquisition Corp.’s and Zapata AI’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as
a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. These statements are subject to a number of
risks and uncertainties regarding Zapata AI’s businesses and the transaction, and actual results may differ materially. These risks
and uncertainties include, but are not limited to, ability to meet the closing conditions to the transaction, including approval by stockholders
of Andretti Acquisition Corp. on the expected terms and schedule; delay in closing the transaction or failure to close the transaction
within the period permitted under its governing documents; and those factors discussed in Andretti Acquisition Corp.’s Form 10-K
for the year ended December 31, 2022, under Risk Factors in Part I, Item 1A, Registration Statement on Form S-4, as amended, first filed
with the SEC on October 27, 2023, and other documents of Andretti Acquisition Corp. filed, or to be filed, with the SEC.
If
any of these risks materialize or if assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that Andretti Acquisition Corp. or Zapata AI presently do not know or
that Andretti Acquisition Corp. or Zapata AI currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking statements provide Andretti Acquisition Corp.’s or Zapata
AI’s expectations, plans, or forecasts of future events and views as of the date of this communication. Andretti Acquisition Corp.
or Zapata AI anticipate that subsequent events and developments will cause their assessments to change. However, while Andretti Acquisition
Corp. or Zapata AI may elect to update these forward-looking statements at some point in the future, Andretti Acquisition Corp. or Zapata
AI specifically disclaim any obligation to do so. These forward-
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looking
statements should not be relied upon as representing Andretti Acquisition Corp.’s or Zapata AI’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Important
Additional Information and Where to Find It
In
connection with the contemplated transaction, Andretti Acquisition Corp. has filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which includes the Proxy Statement. Additionally, Andretti Acquisition Corp. has filed and will file
other relevant materials with the SEC in connection with the transaction. A definitive proxy statement/final prospectus will also be
sent to the stockholders of Andretti Acquisition Corp., seeking the required stockholder approval. This communication is not a substitute
for the Registration Statement, the Proxy Statement, or any other document that Andretti Acquisition Corp. will send to its stockholders.
Before making any voting or investment decision, investors and security holders of Andretti Acquisition Corp. are urged to carefully
read the entire Registration Statement and Proxy Statement, and any other relevant documents filed with the SEC as well as any amendments
or supplements to these documents, because they will contain important information about the transaction. Stockholders will also be able
to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov.
In
addition, the documents filed by Andretti Acquisition Corp. may be obtained free of charge from Andretti Acquisition Corp. at andrettiacquisition.com.
Alternatively, these documents can be obtained free of charge from Andretti Acquisition Corp. upon written request to Andretti Acquisition
Corp., 7615 Zionsville Road, Indianapolis, Indiana 46268, or by calling (317) 872-2700. The information contained on, or that may be
accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press
release.
Participants
in the Solicitation
Andretti
Acquisition Corp., Andretti Acquisition Corp.’s sponsors, Zapata AI and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the stockholders of Andretti Acquisition Corp., in connection with
the proposed transaction. Information regarding Andretti Acquisition Corp.’s directors and executive officers is contained in Andretti
Acquisition Corp.’s Annual Report on Form 10-K for the year ended December 31, 2022, which is filed with the SEC. Additional information
regarding the interests of those participants, the directors and executive officers of Zapata AI and other persons who may be deemed
participants in the transaction may be obtained by reading the Registration Statement and the Proxy Statement and other relevant documents
filed with the SEC. Free copies of these documents may be obtained as described above.
No
Offer or Solicitation
This
press release is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the proposed transaction. This press release shall also not constitute an offer to sell
or a solicitation of an offer to buy any securities, nor shall there be any sale, issuance, or transfer of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Zapata
Contacts
Investors:
investors@zapata.ai
Media:
press@zapata.ai
Andretti
Acquisition Corp. Contacts
Investors
Eduardo
Royes, ICR
ir@andrettiacquisition.com
Media
Matthew
Chudoba, ICR
pr@andrettiacquisition.com
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