Andretti Sponsor LLC - Jan 12, 2022 Form 3 Insider Report for Andretti Acquisition Corp. (WNNR)

Role: Officer, Director, 10%+ Owner
Signature: /s/ See Signatures Included in Exhibit 99.1
Stock symbol: WNNR
Transactions as of: Jan 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/12/2022, 07:23 PM
Next filing: Jan 20, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	WNNR	Class B Ordinary Shares							Jan 12, 2022	Class A Ordinary Shares	5.62M		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported shares of Andretti Acquisition Corp. (the "Issuer") are directly held by Andretti Sponsor LLC (the "Sponsor"). The Issuer's shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), are convertible for the Issuer's shares of Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and have no expiration date.
F2	The Class B Ordinary Shares held by the Sponsor include up to 750,000 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Registration Statement. In addition, the Sponsor is expected to forfeit to the Issuer up to an additional 1,430,923 Class B Ordinary Shares immediately prior to the closing of the initial public offering.
F3	The Sponsor is the record holder of such shares of Class B common stock. Mr. Andretti, Mr. Sandbrook and Mr. Brown are members of the Sponsor and (together with other members of the Sponsor) share voting and investment discretion with respect to the shares of Class B Ordinary Shares held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of Class B common stock and private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Andretti, Mr. Sandbrook and Mr. Brown disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Michael M. Andretti is the Co-Chief Executive Officer and Director of the Issuer. William J. Sandbrook is the Co-Chief Executive Officer and the Chairman of the Board of Directors of the Issuer. William M. Brown is the Chief Financial Officer of the Issuer. // See Exhibit 24.1 - Power of Attorney // See Exhibit 24.2 - Power of Attorney