Zapata Quantum, Inc.

DEF 14A 1 d469525ddef14a.htm DEF 14A

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:

(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):

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 anon-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 fivesub-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 thantwo-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 tolock-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 atleast 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 leasttwo-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”);

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:

Holders of units (each of which consists of one share of SPAC Class A Common Stock andone-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 aone-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.