8-K: Zapata Computing Completes Merger with Andretti Acquisition Corp., Begins Trading on Nasdaq

Zapata Computing Holdings Inc. has finalized its business combination with Andretti Acquisition Corp., marking its debut on the Nasdaq under the ticker symbols ZPTA and ZPTAW.

Summary

• Zapata Computing Holdings Inc. completed its merger with Andretti Acquisition Corp. on March 28, 2024, resulting in Zapata becoming a wholly-owned subsidiary.
• The merger involved the domestication of Andretti Acquisition Corp. from the Cayman Islands to Delaware, and a name change to Zapata Computing Holdings Inc.
• Holders of Andretti's Class A and Class B common stock received one share of New Company Common Stock for each share held.
• Holders of Zapata's common and preferred stock received 0.9141 shares of New Company Common Stock for each share held.
• Holders of Zapata options received options to purchase New Company Common Stock based on the same terms and conditions as their original options.
• Senior Secured Notes with an aggregate principal and accrued interest of $14.7 million were exchanged for 3,257,876 shares of New Company Common Stock at a conversion price of $4.50 per share.
• Following the closing, $2.0 million in aggregate principal amount of Senior Secured Notes remain outstanding.
• Sandia Investment Management LP purchased 1,000,000 shares of SPAC Class A Common Stock in the open market and 500,000 shares of New Company Common Stock at a purchase price of $10.99 per share.
• The Surviving Company paid Sandia a prepayment amount equal to $10.99 per share for the 1,000,000 shares of SPAC Class A Common Stock and netted the prepayment amount against the proceeds from the 500,000 shares of New Company Common Stock.
• As of the Closing Date, the reset price for the Forward Purchase Agreement is $10.00 per share and will be subject to reset on a monthly basis.
• The Surviving Company's common stock and public warrants began trading on the Nasdaq on April 1, 2024, under the symbols ZPTA and ZPTAW, respectively.
• As of the Closing Date, the Surviving Company had 29,092,879 shares of New Company Common Stock outstanding, 11,469,904 Public Warrants, and 13,550,000 Private Warrants.
• The Surviving Company's directors and executive officers and affiliated entities beneficially owned approximately 9.5% of the outstanding shares of New Company Common Stock, and the Sponsors beneficially owned approximately 49.1% of the outstanding shares of New Company Common Stock.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the completion of the merger and the company's access to public markets. However, it also acknowledges the risks and challenges the company faces, which tempers the overall sentiment.

Positives

• The merger provides Zapata with access to public markets and capital.
• The company has secured a significant investment from Sandia Investment Management LP.
• The company has a clear path to future capital raises through the Lincoln Park Purchase Agreement.
• The company has a clear path to future capital raises through the Lincoln Park Purchase Agreement.

Negatives

• The company has a significant amount of debt outstanding.
• The company has a complex capital structure with multiple classes of stock and warrants.
• The company has a complex capital structure with multiple classes of stock and warrants.

Risks

• The company's ability to achieve profitability is uncertain.
• The company faces intense competition in the quantum computing and AI industries.
• The company's success depends on its ability to retain key employees and attract new talent.
• The company's ability to raise additional capital in the future is not guaranteed.
• The company's stock price may be volatile.
• The company's stock price may be volatile.

Future Outlook

The document includes forward-looking statements regarding the company's ability to realize the benefits of the merger, its growth rate, market opportunity, and ability to maintain its Nasdaq listing. It also discusses the company's ability to manage growth profitably, build and maintain relationships with customers and partners, and compete in the market. The document also includes risks related to the company's ability to raise financing in the future, retain key employees, and maintain profitability.

Management Comments

• The document does not contain any direct quotes from management, but it does include statements about the company's beliefs and assumptions regarding its future performance.

Industry Context

This announcement reflects a trend of special purpose acquisition companies (SPACs) merging with private companies to bring them to the public markets. The merger allows Zapata to access capital and increase its visibility in the quantum computing and AI industries.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards, but it does mention that the company faces intense competition from other companies in the industry.
• The document does not provide specific comparisons to industry standards, but it does mention that the company faces intense competition from other companies in the industry.

Management Changes

Corporate Governance

Legal Proceedings

• The document references legal proceedings in the Proxy Statement/Prospectus, but does not provide any new information about ongoing or new legal proceedings.

Related Party Transactions

• The document discloses several related party transactions, including the conversion of Senior Secured Notes held by certain directors and officers into shares of New Company Common Stock.
• The document also discloses the amendment of unsecured promissory notes issued to the Sponsor and certain former executive officers and directors.
• The document also discloses the amendment of unsecured promissory notes issued to the Sponsor and certain former executive officers and directors.

Stakeholder Impact

• Shareholders of Andretti Acquisition Corp. received shares of New Company Common Stock in exchange for their shares.
• Shareholders of Zapata Computing, Inc. received shares of New Company Common Stock in exchange for their shares.
• Holders of Zapata options received options to purchase New Company Common Stock.
• Holders of Senior Secured Notes had the option to convert their notes into shares of New Company Common Stock.
• Employees of the Surviving Company will be eligible to participate in the new equity and employee stock purchase plans.
• Customers of Zapata will continue to receive services from the Surviving Company.

Next Steps

• The company will continue to operate as a public company under the name Zapata Computing Holdings Inc.
• The company will focus on developing and commercializing its Industrial Generative AI solutions.
• The company will seek to raise additional capital to fund its operations and growth strategy.
• The company will seek to raise additional capital to fund its operations and growth strategy.

Key Dates

Keywords

merger, quantum computing, artificial intelligence, Nasdaq, SPAC, business combination, stock, warrants, capital raise, investment