Zapata AI to Go Public Through Business Combination with Andretti Acquisition Corp

Insider Brief

• Zapata AI — a quantum software company and recently rebranded Industrial Generative AI software company, announced an an agreement that will result in the company becoming a U.S. publicly listed company.
• Upon closing of the transaction, the combined company is expected to be listed on the New York Stock Exchange under the new ticker symbol “ZPTA”.
• The transaction values Zapata at an implied pre-money equity value of $200 million.

PRESS RELEASE — Zapata Computing, Inc. (“Zapata AI” or the “Company”), the Industrial Generative AI software company developing solutions and applications to solve enterprises’ hardest problems, and Andretti Acquisition Corp. (NYSE: WNNR), a publicly traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that will result in Zapata AI becoming a U.S. publicly listed company. Upon closing of the transaction, the combined company is expected to be listed on the New York Stock Exchange under the new ticker symbol “ZPTA”.

Zapata AI spun out of Harvard University in 2017 with a mission to create significant value for enterprises with generative AI and other advanced algorithms that leverage quantum techniques. The Company’s proprietary quantum techniques run on classical (non-quantum) hardware such as CPUs and GPUs—and have the potential to revolutionize existing AI solutions by making them cheaper, faster and more accurate. Zapata AI’s IP portfolio is made up of over 100 global patents and patent applications, including generative AI and industrial optimization technologies.

The Company’s offerings include Zapata AI Prose™, a large language model generative AI solution, and Zapata AI Sense™, which generates new analytics solutions to complex industry problems. These industrial solutions, which uniquely process both text and numbers, run on Zapata AI’s full-stack Quantum AI software platform, Orquestra®, enabling the Company to train and deliver AI models within customers’ hybrid cloud and multicloud environments, including Microsoft Azure, AWS, and others. Zapata AI’s proprietary technology is able to deliver enterprise-ready AI solutions across a wide variety of industries, including life sciences, finance, chemicals, automotive, government/defense, aerospace and energy.

The Company works with a growing ecosystem of blue-chip partners including Amazon, Google, Andretti Autosport, IBM, NVIDIA, Quantinuum, IonQ, and DARPA. By providing enterprises with a complete AI software stack and advanced AI models, Zapata AI is seeking to provide AI and machine learning software solutions.

Andretti Acquisition Corp. is familiar with Zapata AI and its unique capabilities through Zapata AI’s commercial partnership with Andretti Autosport, which leverages Orquestra® to gain a performance edge in race strategy for NTT INDYCAR® SERIES events. This partnership showcases how industry-leading brands are adopting and utilizing the Company’s Industrial Generative AI solutions to solve complex problems and enhance their competitive positions. Combining with Andretti Acquisition Corp. will give Zapata AI access to the capital markets as well as enhanced financial flexibility to fuel its technical roadmap, drive enterprise customer acquisition, and advance its growth strategy.

“Our engineers and scientists have spent years building, testing and refining our proprietary software to put Zapata AI—and our customers—at the forefront of the generative AI revolution,” said Christopher Savoie, CEO of Zapata AI. “We believe generative AI is shaping a once-in-a-generation opportunity, and the capital and relationships afforded through this business combination will only strengthen our market position. We are participating in an enormous total addressable market where we have the potential to create disproportionate value for our customers and our investors.”

Michael Andretti, Co-CEO of Andretti Acquisition Corp., commented, “Zapata AI’s Industrial Generative AI solutions have demonstrated their applicability helping enterprises across a range of industries solve complex problems and make better business decisions – we have experienced this firsthand in the AI-driven race strategy solutions and advanced analytics capabilities they are delivering to Andretti Autosport. The Company is already working with some of the world’s largest and most recognizable organizations, and based on our understanding of its vast capabilities, compelling go-to-market strategy and ambitious growth plan, we believe there is tremendous enterprise revenue opportunity.”

Transaction Overview

The transaction values Zapata at an implied pre-money equity value of $200 million, with existing Zapata shareholders set to roll over 100% of their equity into the combined entity, or 20.0 million shares at a price of $10.00. Andretti Acquisition Corp.’s sponsors and certain investors that own or have the right to receive founder shares will own a combined 5.8 million shares, or an implied value of approximately $58 million. Andretti Acquisition Corp.’s public shareholders currently hold approximately 7.9 million shares, all of which are subject to redemption. The pro forma equity value of the combined company (inclusive of the remaining cash in trust at Andretti Acquisition Corp. after redemptions) is expected to be between $281 million and $365 million, depending on the level of redemptions.

The Boards of Directors of each of Zapata and Andretti Acquisition Corp. have approved the transaction. The transaction will require the approval of the stockholders of Andretti Acquisition Corp. and is subject to satisfaction or waiver of the conditions stated in the business combination agreement and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2024.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Andretti Acquisition Corp. with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov. More information about the proposed transaction will also be described in Andretti Acquisition Corp.’s proxy statement/prospectus relating to the business combination, which it will file with the SEC.

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.