- Zapata AI is the Industrial Generative AI software company
developing solutions to enterprises’ hardest problems
- Transaction values the company at an implied pre-money equity
value of $200 million
- Andretti Acquisition Corp. is familiar with Zapata AI through a
commercial partnership with Andretti Autosport, in which Zapata
AI’s Orquestra® platform provides the Andretti INDYCAR® team with
real-time analytics to inform race strategy and deliver performance
edges
- Business combination expected to provide up to approximately
$84 million to the pro forma company’s balance sheet, depending on
the level of redemptions
- Proceeds will be used to fuel continued innovation, drive
enterprise customer acquisition and advance Zapata AI’s growth
strategy
- Zapata AI’s visionary CEO and leadership team to lead the
combined company
- Investor call scheduled for today, September 6, 2023 at 8:30am
ET
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.
Investor Conference Call Information
Zapata and Andretti Acquisition Corp. will host a joint investor
conference call to discuss the proposed transaction today,
September 6, 2023 at 8:30am ET. To listen to the prepared remarks
via telephone from the U.S., dial 1-877-269-7751, and an operator
will assist you. International participants may listen to the call
by dialing 1-201-389-0908. A telephone replay will be available by
dialing 1-844-512-2921 if in the U.S, and by dialing 1-412-317-6671
from outside the U.S. The access ID for access to the replay is
13741001. The replay will be available for a period of 6 months.
The prepared remarks can also be accessed here.
About Zapata
Zapata AI is the Industrial Generative AI company,
revolutionizing how enterprises solve their hardest problems with
its powerful suite of Generative AI software. By combining
numerical and text-based solutions, Zapata AI empowers enterprises
to leverage large language models and numerical generative models
better, faster, and more efficiently—delivering solutions to drive
growth, savings and unprecedented insight. With proprietary science
and engineering techniques and the Orquestra® platform, Zapata AI
is accelerating Generative AI’s impact in Industry. The Company was
founded in 2017 and is headquartered in Boston, Massachusetts. To
learn more, visit: https://www.zapata.ai
About Andretti Acquisition Corp.
Andretti Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a business combination
with one or more businesses or entities. Two key members of the
management team are racing legends Mario and Michael Andretti. To
learn more, visit: https://www.andrettiacquisition.com/.
Forward-Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “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 future events, the transaction, the estimated
or anticipated future results and benefits of the combined company
following the transaction, including the likelihood and ability of
the parties to successfully consummate the transaction, future
opportunities for the combined company, and other statements that
are not historical facts. These statements are based on the current
expectations of Andretti Acquisition Corp.’s and Zapata’s
management 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 any investor as a guarantee, an assurance, a prediction, or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Andretti Acquisition Corp. and Zapata. These
statements are subject to a number of risks and uncertainties
regarding Zapata’s businesses and the transaction, and actual
results may differ materially. These risks and uncertainties
include, but are not limited to, ability to meet the closing
conditions to the transaction, including approval by stockholders
of Andretti Acquisition Corp. on the expected terms and schedule
and the risk that regulatory approvals required for the transaction
are not obtained or are obtained subject to conditions that are not
anticipated; delay in closing the transaction or failure to close
the transaction within the period permitted under its governing
documents; failure to realize the benefits expected from the
proposed transaction; a decline in the price of Andretti
Acquisition Corp’s securities following the transaction if it fails
to meet the expectations of investors or securities analysts; the
amount of redemption requests made by Andretti Acquisition Corp.’s
public stockholders; the ability of Andretti Acquisition Corp. or
the combined company to issue equity or equity-linked securities in
connection with the transaction or in the future; the effects of
pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; business disruption following the
transaction; risks related to Andretti Acquisition Corp.’s and
Zapata’s indebtedness; other consequences associated with mergers,
acquisitions, and divestitures and legislative and regulatory
actions and reforms; Zapata’s ability to maintain its current rate
of growth; maintenance and renewal of customer contracts and
subscriptions; competition in Zapata’s industries; Zapata’s ability
to raise additional capital; the successful integration of
potential targets, products, or technologies; Zapata’s ability to
improve its operational, financial, and management controls;
Zapata’s failure to maintain and enhance awareness of its brand;
increased costs associated with being a public company;
cybersecurity incidents; ability to prevent fraudulent activities
by Zapata’s customers, employees, or other third parties; potential
interruptions or delays in third-party services; protection of
proprietary rights; intellectual property infringement, data
protection, and other losses; compliance with federal, state, and
local laws as well as statutory and regulatory requirements; risks
of implementing controls and procedures required for public
companies following the transaction; and the ability of Zapata or
the combined company to issue equity or equity-linked securities
with the proposed business combination or in the future; and those
factors discussed in Andretti Acquisition Corp.’s Form 10-K for the
year ended December 31, 2022, under Risk Factors in Part I, Item 1A
and other documents of Andretti Acquisition Corp. filed, or to be
filed, with the SEC.
If any of these risks materialize or if assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Andretti Acquisition Corp. or Zapata
presently do not know or that Andretti Acquisition Corp. or Zapata
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide
Andretti Acquisition Corp.’s or Zapata’s expectations, plans, or
forecasts of future events and views as of the date of this
communication. Andretti Acquisition Corp. or Zapata anticipate that
subsequent events and developments will cause their assessments to
change. However, while Andretti Acquisition Corp. or Zapata may
elect to update these forward-looking statements at some point in
the future, Andretti Acquisition Corp. or Zapata specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Andretti Acquisition
Corp.’s or Zapata’s assessments as of any date subsequent to the
date of this communication. 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
Acquisition Corp. intends to file a registration statement on Form
S-4 (the “Registration Statement”) with the SEC, which will include
a proxy statement/prospectus, with the SEC. Additionally, Andretti
Acquisition Corp. 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 stockholders of
Andretti Acquisition Corp., seeking any required stockholder
approval. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/final
prospectus, or any other document that Andretti Acquisition Corp.
will send to its stockholders. Before making any voting or
investment decision, investors and security holders of Andretti
Acquisition Corp. are urged to carefully read the entire
Registration Statement and proxy statement/prospectus, when they
become available, and any other relevant documents filed with the
SEC as well as any amendments or supplements to these documents,
because they will contain important information about the
transaction. Stockholders will also be able to obtain copies of
such documents, without charge, once available, at the SEC’s
website at www.sec.gov. In addition, the documents filed by
Andretti Acquisition Corp. may be obtained free of charge from
Andretti Acquisition Corp. at andrettiacquisition.com.
Alternatively, these documents, when available, can be obtained
free of charge from Andretti Acquisition Corp. 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 press release is not incorporated by reference
into, and is not a part of, this press release.
Participants in the Solicitation
Andretti Acquisition Corp., Andretti Acquisition Corp.’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 stockholders of Andretti
Acquisition Corp., in connection with the proposed transaction.
Information regarding Andretti Acquisition Corp.’s directors and
executive officers is contained in Andretti Acquisition Corp.’s
Annual Report on Form 10-K for the year ended December 31, 2023,
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 when they become available. Free
copies of these documents may be obtained as described above.
No Offer or Solicitation
This press release 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 proposed transaction. This press release 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 of 1933, as amended, or an exemption
therefrom.
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version on businesswire.com: https://www.businesswire.com/news/home/20230905571509/en/
Zapata Investors:
investors@zapata.ai Media: ZapataAI@icrinc.com Andretti Acquisition Corp. Investors Eduardo Royes, ICR
ir@andrettiacquisition.com Media
Matthew Chudoba, ICR pr@andrettiacquisition.com
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