| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZPTA | Common Stock | Other | +4.19M | 4.19M | Mar 28, 2024 | Direct | F1, F2 | |||
| transaction | ZPTA | Common Stock | Other | -652K | -15.57% | 3.54M | Mar 28, 2024 | Direct | F2, F3 | ||
| transaction | ZPTA | Common Stock | Award | +34.7K | 34.7K | Mar 28, 2024 | Direct | F4, F5 | |||
| transaction | ZPTA | Common Stock | Other | +243K | 243K | Mar 28, 2024 | Direct | F6, F7 | |||
| transaction | ZPTA | Common Stock | Other | +371K | 371K | Mar 28, 2024 | Direct | F8, F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZPTA | Class B Ordinary Shares | Other | -4.19M | -100% | 0 | Mar 28, 2024 | Common Stock | 4.19M | Direct | F1, F2, F10 |
Andretti Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("common stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"). |
| F2 | Andretti Sponsor LLC (the "Sponsor") is the record holder of such shares of 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 common stock held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of 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. |
| F3 | Pursuant to certain Non-Redemption Agreements among the Sponsor and certain other parties, upon the Closing the Sponsor transferred an aggregate of 652,214 shares of common stock to such other parties. |
| F4 | Received in connection with the Issuer's business combination (the "Merger") with Zapata Computing, Inc. ("Private Zapata"). In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Brown, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Brown exchanged an outstanding Senior Secured Promissory Note between Mr. Brown and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $150,000, for 34,744 shares of Common Stock, at a conversion price of $4.50 per share. |
| F5 | Mr. Brown is the record holder of such shares of common stock. |
| F6 | Received in connection with the Merger with Private Zapata. In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Sandbrook, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Sandbrook exchanged an outstanding Senior Secured Promissory Note between Mr. Sandbrook and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $1,050,684.93, for 243,368 shares of Common Stock, at a conversion price of $4.50 per share. |
| F7 | Mr. Sandbrook is the record holder of such shares of common stock. |
| F8 | Received in connection with Merger with Private Zapata. In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Andretti, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Andretti exchanged an outstanding Senior Secured Promissory Note between Mr. Andretti and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $1,601,369.86, for 370,923 shares of Common Stock, at a conversion price of $4.50 per share. |
| F9 | Mr. Andretti is the record holder of such shares of common stock. |
| F10 | The Issuer's Class B Ordinary Shares were 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 had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing. |
William M. Brown is a member of the Board of Directors of the Issuer. Michael Andretti and William J. Sandbrook are no longer subject to Section 16.