Zapata Quantum, Inc S-4/A, filed Jan 25, 2024
Zapata Quantum, Inc. (ZPTA)
As filed with the Securities and Exchange Commission on January 25, 2024
No. 333-275207
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANDRETTI ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands* | 6770 | 98-1578373 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
7615 Zionsville Road Indianapolis, Indiana 46268 (317) 872-2700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
William M. Brown
President & Chief Financial Officer
7615 Zionsville Road
Indianapolis, Indiana 46268
(646) 200-8876
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
| Raphael M. Russo, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 |
Stacie S. Aarestad William R. Kolb Boston, Massachusetts 02210-2600 (617) 832-1000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction.
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
| * | Immediately prior to the consummation of the Merger (as defined below) (the “Closing”) described in the proxy statement/prospectus, Andretti Acquisition Corp. (the “SPAC”) intends to effect a deregistration under the applicable provisions of the Cayman Islands Companies Act (As Revised) (“Companies Act”) and a domestication under Section 388 of the Delaware General Corporation Law (“DGCL”), pursuant to which the SPAC’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Zapata Computing Holdings Inc.” in connection with the Merger, as further described in the proxy statement/prospectus. Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to “registrant,” “our,” “we” or “us” refer, prior to the Merger, to the SPAC and, following the Domestication and the Merger, to Zapata Computing Holdings Inc., which we also refer to as the “Surviving Company” or the “Company.” |
EXPLANATORY NOTE
Andretti Acquisition Corp. is filing this Amendment No. 5 to its registration statement on Form S-4 (File No. 333-275207) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 21. Exhibits and Financial Statement Schedules
II-1
II-2
| # | Previously filed |
| † | Indicates management contract or compensatory plan. |
| + | Certain portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601 because they are both (i) not material to investors and (ii) the type of information that the Registrant customarily and actually treats as private or confidential. |
II-3
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Indianapolis, Indiana, on the 25th day of January, 2024.
| ANDRETTI ACQUISITION CORP. | ||
| By: | /s/ William J. Sandbrook | |
| Name: | William J. Sandbrook | |
| Title: | Co-Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ William J. Sandbrook |
Co-Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer) | January 25, 2024 | ||
| William J. Sandbrook | ||||
| * |
Co-Chief Executive Officer and Director | January 25, 2024 | ||
| Michael M. Andretti | ||||
| * |
President and Chief Financial Officer, (Principal Financial and Accounting Officer) | January 25, 2024 | ||
| William M. Brown | ||||
| * |
Director | January 25, 2024 | ||
| Zakary C. Brown | ||||
| * |
Director | January 25, 2024 | ||
| James W. Keyes | ||||
| * |
Director | January 25, 2024 | ||
| Cassandra S. Lee | ||||
| * |
Director | January 25, 2024 | ||
| Gerald D. Putman | ||||
| * |
Director | January 25, 2024 | ||
| John J. Romanelli | ||||
| * By: | /s/ William J. Sandbrook | |
| Name: | William J. Sandbrook | |
| Title: | Attorney-in-Fact |
II-4
Exhibit 99.2
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ William M. Brown |
| William M. Brown |
Exhibit 99.3
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ Christopher Savoie |
| Christopher Savoie |
Exhibit 99.4
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ Clark Golestani |
| Clark Golestani |
Exhibit 99.5
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ Dana Jones |
| Dana Jones |
Exhibit 99.6
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ Jeffrey Huber |
| Jeffrey Huber |
Exhibit 99.7
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ William Klitgaard |
| William Klitgaard |
Exhibit 99.8
Consent to be Named as a Director
In connection with the filing by Andretti Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments and supplements thereto as a member of the board of directors of Andretti Acquisition Corp. following the consummation of the business combination. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Dated: January 25, 2024
| /s/ Raj Ratnakar |
| Raj Ratnakar |