SEC Comment Letter 0000000000-23-004033 to Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714) (ZPTA)
Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714)
Date: April 21, 2023 · CIK: 0001843714 · Accession: 0000000000-23-004033
AI Filing Summary & Sentiment
File numbers found in text: 001-41218
Letter
United States securities and exchange commission logo April 21, 2023 Willian M. Brown Chief Financial Officer Andretti Acquisition Corp. 7615 Zionsville Road Indianapolis, IN 46268 Re:Andretti Acquisition Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 22, 2023 File No. 001-41218 Dear Willian M. Brown: We have reviewed your filing and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Risk Factors, page 13 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameWillian M. Brown Comapany NameAndretti Acquisition Corp. April 21, 2023 Page 2 FirstName LastName Willian M. Brown Andretti Acquisition Corp. April 21, 2023 Page 2 of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Brian McAllister at (202) 551-3341 or Craig Arakawa at (202) 551- 3650 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
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United States securities and exchange commission logo
April 21, 2023
Willian M. Brown
Chief Financial Officer
Andretti Acquisition Corp.
7615 Zionsville Road
Indianapolis, IN 46268
Re:Andretti Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 22, 2023
File No. 001-41218
Dear Willian M. Brown:
We have reviewed your filing and have the following comment. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Risk Factors, page 13
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
FirstName LastNameWillian M. Brown
Comapany NameAndretti Acquisition Corp.
April 21, 2023 Page 2
FirstName LastName
Willian M. Brown
Andretti Acquisition Corp.
April 21, 2023
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Brian McAllister at (202) 551-3341 or Craig Arakawa at (202) 551-
3650 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation