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):
February 7, 2024
Andretti Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-41218 |
98-1578373 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
7615 Zionsville Road
Indianapolis, Indiana 46268 |
(Address of principal executive offices, including zip code) |
(317)
872-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value,
and one-half of one redeemable public warrant |
|
WNNR.U |
|
New York Stock Exchange |
Class A ordinary shares, $0.0001 par value |
|
WNNR |
|
New York Stock Exchange |
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
WNNR WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously disclosed,
on September 6, 2023, Andretti Acquisition Corp. (“Andretti”) entered into a business combination agreement with Tigre Merger
Sub, Inc., a wholly owned subsidiary of Andretti (“Merger Sub”) and Zapata Computing, Inc. (“Zapata”), pursuant
to which a business combination between Andretti and Zapata will be effected through the merger of Merger Sub with and into Zapata, with
Zapata surviving the merger as a wholly owned subsidiary of Andretti.
Also
as previously disclosed, Zapata has issued senior secured promissory notes (the “Senior Secured Notes”) pursuant to that certain
Senior Secured Note Purchase Agreement, dated December 15, 2023, between Zapata and the persons who are or become party thereto (the “Senior
Secured Note Purchase Agreement”).
On February
8, 2024, Zapata announced a multi-year strategic technical and commercial collaboration with D-Wave Quantum Inc. (“D-Wave”).
In connection with the partnership, Zapata issued $1.0 million in aggregate principal amount of Senior Secured Notes to D-Wave.
Zapata
also issued $3.0 million in aggregate principal amount of Senior Secured Notes to certain entities for which Sandia Investment Management
LP serves as investment manager. Following such issuances, there is approximately $13.2 million in aggregate principal amount of Senior
Secured Notes issued and outstanding.
The foregoing
summaries of the Senior Secured Notes and Senior Secured Note Purchase Agreement do not purport to be complete and are qualified in their
entirety by reference to the description of such instruments and the full text thereof, which are included in and filed as Exhibits 10.22
and 10.23, respectively, to Andretti’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October
27, 2023, as amended.
FORWARD LOOKING STATEMENTS
Certain statements included in
this communication, and certain oral statements made from time to time by representatives of Andretti or 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,”
“continue,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem” “seek” “future” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements
regarding projections of market opportunity. 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, failure to realize the anticipated benefits of the Business Combination, risks related to the performance
of Zapata’s business and the timing of expected business or revenue milestones, and the effects of competition on Zapata’s
business. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially
from the results implied by these forward-looking statements. In addition, forward-looking statements reflect 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.
IMPORTANT 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 communication.
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.
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.
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ANDRETTI ACQUISITION CORP. |
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Date: February 8, 2024 |
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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