Andretti Acquisition, Zapata AI Merger Gets SEC Approval, Another Step Toward Public Listing

Insider Brief

• Andretti Acquisition Corp. announced the SEC approved its registration statement on Form S-4  covering the Andretti and Zapata Computing, Inc combination.
• Andretti Acquisition Corp. is a publicly traded special purpose acquisition company.
• The announcement is seen as another important step for Zapata Computing’s public listing.

PRESS RELEASE — 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.