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SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-08-02 SEC Accession No. 0001193125-21-233220 (HTML Version on secdatabase.com) FILER Andretti Acquisition Corp. Mailing Address Business Address 7615 ZIONSVILLE RD 7615 ZIONSVILLE RD CIK:1843714| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 INDIANAPOLIS IN 46268 INDIANAPOLIS IN 46268 Type: S-1/A | Act: 33 | File No.: 333-254627 | Film No.: 211136071 312-872-2700 SIC: 6770 Blank checks Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the United States Securities and Exchange Commission on August 2, 2021. No. 333-254627 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANDRETTI ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1578373 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number) 7615 Zionsville Road Indianapolis, Indiana 46268 (317) 872-2700 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Michael M. Andretti Co-Chief Executive Officer 7615 Zionsville Road Indianapolis, Indiana 46268 (317) 872-2700 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Raphael M. Russo, Esq. Gregg A. Noel, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP Michael J. Mies, Esq. 1285 Avenue of the Americas Skadden, Arps, Slate, Meagher & Flom LLP New York, New York 10019 525 University Avenue, Suite 1400 Tel: (212) 373-3000 Palo Alto, California 94301 Fax: (212) 757-3990 Tel: (650) 470-4500 Fax: (650) 470-4570 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☑ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (continued on next page) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount of Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Unit Price(1)(2) Fee Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable public warrant(2) 28,750,000 units $10.00 $287,500,000 $31,367 Class A ordinary shares included as part of the units(3) 28,750,000 shares (4) Redeemable public warrants included as part of the units(3) 14,375,000 public warrants (4) Class A ordinary shares issuable upon exercise of redeemable public warrants included as part of the units 14,375,000 shares $11.50 $165,312,500 $18,036(5) Total $452,812,500 $49,403(6) (1) Estimated solely for the purpose of calculating the registration fees. (2) Includes 3,750,000 units, consisting of 3,750,000 Class A ordinary shares and 1,875,000 redeemable public warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Calculated pursuant to Rule 457(g) under the Securities Act, based on the price of the public warrants. (6) Previously paid. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED AUGUST 2, 2021 $250,000,000 Andretti Acquisition Corp. 25,000,000 Units Andretti Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, consolidation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We will not be limited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable public warrant. Each whole public warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares in connection with our initial business combination, subject to the limitations as described herein. If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Our sponsor, Andretti Sponsor LLC, has agreed to purchase 8,200,000 private placement warrants (or 8,950,000 private placement warrants if the underwriters over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per private placement warrant, in a private placement to occur concurrently with the closing of this offering. Our initial shareholders currently own 7,187,500 Class B ordinary shares, up to 937,500 of which are subject to forfeiture depending on the extent to which the underwriters over- allotment option is exercised. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein. Prior to our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors and to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of our company in such other jurisdiction). Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol WNNR.U. We expect that the Class A ordinary shares and the public warrants comprising the units will begin separate trading on the NYSE under the symbols WNNR and WNNR WS, respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlier separate trading and we have satisfied certain conditions.

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