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
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☒ |
Definitive Additional Materials |
☐ |
Soliciting Material Pursuant to §240.14a-12 |
Andretti Acquisition Corp. |
(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 all boxes that apply):
☒ |
No fee required |
☐ |
Fee paid previously with preliminary materials |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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):
July 7, 2023
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. ☐
In connection with the extraordinary
general meeting called by the Company (the “Extraordinary General Meeting”)
to approve, amongst other things, an extension of time for the Company to consummate an initial business combination (the “Extension
Amendment Proposal”) from July 18, 2023 to April 18, 2024, or such earlier date as determined
by the board of directors of the Company in its sole and absolute discretion (the “Extension”),
shareholders holding an aggregate of 15,105,199 of the Company’s Class A ordinary shares exercised their right to redeem their
shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the trust account in connection with such redemptions,
it is expected that approximately $83.8 million will remain in the trust account (assuming a redemption amount of $10.62 per share).
Additionally, Andretti Sponsor, L.P. (the “Sponsor”),
the sponsor of the Company, and the Company entered into non-redemption agreements (the “Non-Redemption Agreements”)
with unaffiliated third party investors (the “Investors”), including in the form attached hereto as Exhibit 10.1.
Pursuant to the Non-Redemption Agreements, the Investors agreed not to redeem an aggregate of 3.5 million Class A ordinary shares of
the Company (the “Non-Redeemed Shares”) in connection with the Extraordinary General Meeting. In exchange for the
foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to the Investors an aggregate of 875,000 Class B
ordinary shares of the Company held by the Sponsor immediately following consummation of an initial business combination if the Investors
continue to hold such Non-Redeemed Shares through the Extraordinary General Meeting. The Non-Redemption Agreements are not expected to
increase the likelihood that the Extension Amendment Proposal is approved by shareholders but will increase the amount of funds that
remain in the Company’s trust account following the Extraordinary General Meeting.
The foregoing summary
of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking
Statements
This current report includes, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this current report are forward-looking statements. When used in this current report, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to the Company or the Company’s management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well
as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s
behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration
statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the
SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by applicable law.
No Offer or Solicitation
This Current Report shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
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.
Additional Information and Where to Find
It
Information regarding
how to attend the Company’s extraordinary general meeting and vote is available in the Company's proxy statement, filed with the
SEC on June 22, 2023 (the “Definitive Proxy Statement”). The Company urges investors, shareholders and other interested persons
to read the Definitive Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain
important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Definitive Proxy Statement,
without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, MacKenzie
Partners, Inc, at 1407 Broadway - 27th Floor, New York, New York 10018 , Toll-Free (800) 322-2885, Email: proxy@mackenziepartners.com.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
|
ANDRETTI ACQUISITION CORP. |
|
|
|
|
Date: July 13, 2023 |
By: |
/s/ William M. Brown |
|
|
|
Name: |
William M. Brown |
|
|
|
Title: |
President and Chief Financial Officer |
|
EXHIBIT 10.1
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST
This Non-Redemption Agreement and Assignment
of Economic Interest (this “Agreement”) is entered as of July [•], 2023 by and Andretti Acquisition Corp., a
Cayman Islands exempted limited liability company (“WNNR”), Andretti Sponsor LLC, a Delaware limited liability company
(the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
RECITALS
WHEREAS, the Sponsor currently holds
WNNR Class B ordinary shares, par value $0.0001 per share, initially purchased in a private placement prior to WNNR’s initial public
offering (the “Founder Shares”);
WHEREAS, WNNR expects to hold an extraordinary
general meeting of shareholders (the “Meeting”) for the purpose of approving, among other things, an amendment to WNNR’s
Amended and Restated Memorandum and Articles of Association (the “M&A”) to extend the date by which WNNR must consummate
an initial business combination (the “Initial Business Combination”) by nine additional months until April 18, 2024
(the “Extension”);
WHEREAS, the M&A provides
that a shareholder of WNNR may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold as part of the units in
WNNR’s initial public offering (whether they were purchased in WNNR’s initial public offering or thereafter in the open market)
(the “Public Shares” and together with the Founder Shares, the “Ordinary Shares”) in connection
with the M&A amendment, on the terms set forth in the M&A (“Redemption Rights”);
WHEREAS, subject to the terms and conditions
of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from the Sponsor, that number of Founder
Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned Securities”), to be transferred
to Investor in connection with WNNR’s completion of its Initial Business Combination, and, prior to the transfer of the Assigned
Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned Securities to Investor.
NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, WNNR, Investor and the Sponsor hereby agree as follows:
| 1.1. | Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor
holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and |
validly rescinds) its Redemption Rights with respect to such
Investor Shares in connection with the Meeting, (c) the Extension is approved at the Meeting and the Company meets the continued or initial
listing requirements to be listed on a national securities exchange following the Meeting, and (d) the Company implements the Extension,
then the Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A,
and the Sponsor further agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities
that the Sponsor has agreed to assign to Investor. “Investor Shares” shall mean an amount of the Public Shares presently held
by Investor equal to the lesser of an aggregate amount of (i) [ ] Public Shares, and (ii) 9.9% of the Public Shares that are not to be
redeemed, including those Public Shares subject to non-redemption agreements with other WNNR shareholders similar to this Agreement on
or about the date of the Meeting. The Sponsor and WNNR agree to provide Investor with the final number of Investor Shares subject to this
Agreement no later than 9:30 a.m. Eastern on the first business day following the date of the Meeting (and in all cases a sufficient amount
of time to allow the Investor to reverse any exercise of Redemption Rights with regard to any Investor Shares), provided, that
such amount shall not exceed [ ] Public Shares.
| 1.2. | The Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be subject to the conditions that (i) the
Initial Business Combination is consummated; and (ii) Investor (or its Permitted Transferees (as such term is defined in that certain
Letter Agreement, dated January 12, 2021, by and among WNNR, the Sponsor, SOL Verano Blocker 1, LLC and WNNR’s officers and directors
(as it exists on the date hereof, the “Letter Agreement”) executes the Joinder (as defined in Section 1.8). |
Upon the satisfaction of the foregoing
conditions, as applicable, the Sponsor shall promptly transfer (and no later than two (2) business days following the closing of the Initial
Business Combination) the Assigned Securities to Investor (or its Permitted Transferees) free and clear of any liens or other encumbrances,
other than pursuant to Section 5 of the Letter Agreement, restrictions on transfer imposed by the securities laws, and any successor or
similar agreement entered into in connection with the Initial Business Combination (which shall be no less favorable or more restrictive
than (i) what is set forth in Section 5 of the Letter Agreement and (ii) what is agreed to by the Sponsor). The Sponsor and WNNR covenant
and agree to facilitate such transfer to Investor (or its Permitted Transferees) in accordance with the foregoing.
| 1.3. | Adjustment to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, subdivision or reclassification of the Ordinary Shares of WNNR or other similar event, then, as of the effective date of
such consolidation, combination, subdivision, reclassification or similar event, all share numbers referenced in |
this Agreement shall be adjusted in proportion to such increase
or decrease in the Ordinary Shares of WNNR.
| 1.4. | Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving WNNR in which its Ordinary Shares are converted into or exchanged for securities, cash or other property, then, following
any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of ordinary shares of WNNR, the Sponsor
shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’ receipt thereof, the kind and
amount of securities, cash or other property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges
or earn-outs for any reason on the Assigned Securities. Investor acknowledges that, pursuant to the Amended and Restated Limited Liability
Company Agreement of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the
time of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder
Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Founder Shares were issued or any
restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing the same (including voting in
favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and that the managers are authorized
to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the
relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion
for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements
shall apply only to the Founder Shares other than the Assigned Securities and the terms and conditions applicable to the Assigned Securities
shall not be changed or reduced as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements. |
| 1.6. | Delivery of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver
the Assigned Securities to Investor by transfer of book-entry shares effected through WNNR’s register of members and through WNNR’s
transfer agent. The parties to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other
acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor under this Agreement, the
Sponsor hereby assigns all of its rights, duties and obligations to Investor with respect to the Assigned |
Securities under that certain Registration and Shareholder
Rights Agreement, dated January 12, 2021, by and among WNNR and the Sponsor (as it exists on the date of the Agreement, the “Registration
Rights Agreement”), and hereby represents and confirms to Investor that, upon Investor’s receipt of the Assigned Securities,
(i) Investor shall be a “Holder” under the Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable
Securities” under the Registration Rights Agreement. This Agreement constitutes the Sponsor’s written notice to WNNR of such
assignment in accordance with the Registration Rights Agreement (if required). Investor shall execute the Joinder (as defined in Section
1.8), pursuant to which, Investor will be bound by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder.
| 1.8. | Joinder to Letter Agreement and Registration Rights Agreement. In connection with the transfer of the Assigned Securities to
Investor, Investor shall execute a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached
here to as Exhibit B (the “Joinder”) pursuant to which Investor shall agree with WNNR to be bound solely by
Section 5 of the Letter Agreement solely with respect to the Assigned Securities and by the terms and provisions of the Registration Rights
Agreement as a “holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable
Securities” thereunder. Notwithstanding anything in this Agreement or the Joinder to the contrary, Investor shall be released with
respect to the Assigned Securities from any transfer or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement
to the same extent as any other holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder
Shares. |
| 1.9. | Termination. This Agreement and each of the obligations of the undersigned shall terminate on the earlier of (a) WNNR’s
shareholders do not approve the Extension at the Meeting, (b) the fulfillment of all obligations of parties hereto, (c) the liquidation
or dissolution of WNNR, (d) the mutual written agreement of the parties hereto; or (e) if Investor exercises its Redemption Rights with
respect to any Investor Shares in connection with the Meeting and such Investors Shares are actually redeemed in connection with the Meeting.
Notwithstanding any provision in this Agreement to the contrary, the Sponsor’ obligations to transfer the Assigned Securities to
Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Section 1.2 and (ii) such Investor Shares not being
redeemed in connection with the Meeting. |
| 2. | Assignment of Economic Interest. |
| 2.1. | Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title
and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic |
Interest”), subject to adjustment as set forth in Section
2.2. The Economic Interest represents the Sponsor’s rights to receive dividends and other distributions made with respect to that
number of Assigned Securities set forth on Exhibit A represented by the Founder Shares held directly by the Sponsor.
| 2.2. | If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification
or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the
number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder
Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii) a reclassification
of the share capital of WNNR, in each case in connection with the closing of the Initial Business Combination. |
| 2.3. | Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or
Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer
of any such shares to Investor pursuant to this Agreement. |
| 2.4. | Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends
or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1. |
| 2.5. | If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor
shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
| 3.1. | No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Assigned Securities. |
| 3.2. | Accredited Investor. Investor is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”), or a “qualified institutional
buyer” as defined in Rule 144A under the Securities Act, and acknowledges that the sale contemplated hereby is being made in reliance,
among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar exemptions
under state law. |
| 3.3. | Intent. Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof
in violation of the Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity
except as may be permitted hereunder. |
| 3.4. | Restrictions on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer
to Investor may continue to be, subject to the transfer restrictions as set forth in section 5 of the Letter Agreement. |
| 3.4.2. | Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind
in or to, any monies held in the trust account into which the proceeds of WNNR’s initial public offering were deposited (the “Trust
Account”) or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only by WNNR, to waive any right
that it may have to elect to have WNNR redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem the
Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares, in each case in connection
with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit Investor’s ability
to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares (other than the Investor Shares) in
its discretion and at any time or trade or redeem any Investor Shares in its discretion and at any time after the date of the Meeting. |
| 3.4.4. | Investor acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future
Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other
available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned |
Securities or any interest therein is proposed to be made, as
a condition precedent to any such transfer, Investor may be required to deliver to WNNR an opinion of counsel satisfactory to WNNR that
registration is not required with respect to the Assigned Securities to be transferred. Absent registration or another available exemption
from registration, Investor agrees it will not transfer the Assigned Securities.
| 3.5. | Sophisticated Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment
in the Assigned Securities. |
| 3.6. | Risk of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial
risks. Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement and the Letter Agreement pertaining to transferability. Investor is able to bear the
economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a complete loss of such
investment. |
| 3.7. | Independent Investigation. Investor has relied upon an independent investigation of WNNR and has not relied upon
any information or representations made by any third parties or upon any oral or written representations or assurances, express or implied,
from the Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with
the business, operations and financial condition of WNNR and has had an opportunity to ask questions of, and receive answers from WNNR’s
management concerning WNNR and the terms and conditions of the proposed sale of the Assigned Securities and has had full access to such
other information concerning WNNR as Investor has requested. Investor confirms that all documents that it has requested have been made
available and that Investor has been supplied with all of the additional information concerning this investment which Investor has requested. |
| 3.8. | Organization and Authority. If an entity, Investor is duly organized and existing under the laws of the jurisdiction
in which it was organized and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement
and perform all the obligations required to be performed by Investor hereunder. |
| 3.9. | Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, |
(iii) any governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale,
or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned
Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.
| 3.10. | Authority. This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy. |
| 3.11. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii)
any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or
any order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to
prevent Investor from fulfilling its obligations under this Agreement. |
| 3.12. | No Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except
for any statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel and
advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents for
any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor,
WNNR, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. |
| 3.13. | Reliance on Representations and Warranties. Investor understands that the Assigned Securities are being offered
and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in
the laws and regulations of various states, and that the Sponsor are relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such
provisions. |
| 3.14. | No General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any
general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising. |
| 3.15. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in
connection with the acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
| 4. | Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
| 4.1. | Power and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing
as a limited liability company under the laws of Delaware and possesses all requisite limited liability company power and authority to
enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the assignment,
sale and transfer the Assigned Securities and the assignment of the Economic Interest. |
| 4.2. | Authority. All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken.
This Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy. |
| 4.3. | Title to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned
Securities and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the
Assigned Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when
transferred to Investor as provided herein, |
will be free and clear of all liens, pledges, security interests,
charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other
than transfer restrictions and other terms and conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable
securities laws).
| 4.4. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC Agreement,
(ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement and the Sponsor
LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment or decree to which
the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement, including the transfer of the Assigned Securities and assignment of the Economic Interest
in accordance with the terms hereof. |
| 4.5. | No General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation
or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising. |
| 4.6. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor
in connection with the sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
| 4.7. | Transfer Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing
the economic benefit of the Assigned Securities. |
| 4.8. | Reliance on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in
this Agreement. |
| 5. | Trust Account. Until the earlier of (a) the consummation of WNNR’s initial business combination; (b) the liquidation
of the Trust Account; and (c) 30 months from consummation of WNNR’s initial public offering or such later time as the shareholders
of WNNR may approve in accordance with the M&A, WNNR will |
maintain the investment of funds held in the Trust Account
in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3)
and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government
treasury obligations, or maintain such funds in cash in an interest-bearing demand deposit account at a bank. WNNR further confirms that
it will not utilize any funds from its Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction
Act of 2022 upon a redemption of the Public Shares, including, but not limited to, in connection with a liquidation of WNNR if it does
not effect a business combination prior to its termination date.
| 6. | Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to a jury
trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any suit,
action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United
States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of Manhattan, State
of New York, which submission shall be exclusive. |
| 7. | Assignment; Entire Agreement; Amendment. |
| 7.1. | Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either
the Sponsor or Investor to any person that is not an affiliate of such party shall require the prior written consent of the other party;
provided, that no such consent shall be required for any such assignment by Investor to one or more affiliates thereof. |
| 7.2. | Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them relating to
the subject matter hereof. |
| 7.3. | Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought. |
| 7.4. | Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
| 8. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may
designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of
transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be
deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to
receive notice; and (b) if by any other form of electronic transmission, when directed to such party. |
| 9. | Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 10. | Survival; Severability |
| 10.1. | Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the
transactions contemplated hereby. |
| 10.2. | Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. |
| 12. | Disclosure; Waiver. As soon as practicable, but in no event later than one business day, after execution of this Agreement,
WNNR will file (to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), reporting the material terms of this Agreement. Upon such filing, to the knowledge of WNNR and
the Sponsor, Investor shall not be in possession of any material, nonpublic information received from any WNNR, the Sponsor or any of
its officers, directors or employees. The parties to this Agreement shall cooperate with one another to assure that such disclosure is
accurate. WNNR agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required
by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material
non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity
or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any
of WNNR’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose
any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination
involving WNNR, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor
are relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver
in this Section 12, in connection with the transactions contemplated by this Agreement. WNNR shall, by 9:30 a.m., New York City time,
on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States
Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the
extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and any other material, nonpublic
information that WNNR has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure
Document, to WNNR’s knowledge, Investor shall not be in possession of any material, nonpublic information received from WNNR or
any of its officers, directors or employees. |
| 13. | Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall
be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledge that Investor and the Sponsor do not so constitute, a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters,
and the Sponsor acknowledge that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any
such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
| 14. | Most Favored Nation. In the event the Sponsor or WNNR enter one or more other non-redemption agreements before or after the
execution of this Agreement in connection with the Meeting, the Sponsor and WNNR represent that the terms of such other agreements are
not materially more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investor. To avoid
doubt, the Sponsor and WNNR acknowledge and agree that a ratio of Investor Shares to Assigned Securities in any such other agreements
that is more favorable to any other party to such other agreement than such ratio in this Agreement is to the Investor would be materially
more favorable to such other party. In the event that another investor is afforded any such more favorable terms than the Investor, the
Sponsor shall promptly inform the Investor of such more favorable terms in writing, and the Investors shall have the right to elect to
have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. |
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
|
INVESTOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
[Signature Page to Non-Redemption Agreement]
|
COMPANY: |
|
|
|
|
|
ANDRETTI ACQUISITION CORP. |
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
[Signature Page to Non-Redemption Agreement]
|
SPONSOR: |
|
|
|
|
|
ANDRETTI SPONSOR LLC |
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
Exhibit A
Investor |
Assigned Securities / Economic Interest Assigned from Sponsor |
Number of Public Shares to be Held as Investor Shares |
Address:
SSN/EIN: |
___________
Class B
Ordinary Shares |
___________
Class A
Ordinary Shares |
EXHIBIT B
FORM OF JOINDER
TO
LETTER AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT
______, 2023
Reference is made to that certain Non-Redemption Agreement and
Assignment of Economic Interest, dated as of [•], 2023 (the “Agreement”), by and among (“Investor”),
Andretti Acquisition Corp. (the “Company”) and Andretti Sponsor LLC (the “Sponsor”), pursuant to
which Investor acquired securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Agreement.
By executing this joinder, Investor hereby agrees,
as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement, dated January 12, 2021,
by and among the Company, the Sponsor and the Company’s officers and directors (as it exists on the date of the Agreement, the “Letter
Agreement”), solely with respect to Section 5 of the Letter Agreement, and shall be bound by, and shall be subject to the restrictions
set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect
to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer its Assigned Securities as permitted by
the Letter Agreement; and (ii) shall become a party to that certain Registration and Shareholder Rights Agreement, dated January 12, 2021,
by and among the Company and the Sponsor (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled
to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together with any other equity security
of the Company issued or issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities”
thereunder.
This joinder may be executed in two or more counterparts,
and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
|
INVESTOR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
|
Title: |
|
|
ACKNOWLEDGED AND AGREED: |
|
|
|
ANDRETTI ACQUISITION CORP. |
|
|
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
|
Grafico Azioni Andretti Acquisition (NYSE:WNNR)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Andretti Acquisition (NYSE:WNNR)
Storico
Da Giu 2023 a Giu 2024