Correspondence 0000950142-23-001228 from Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714) (ZPTA)
Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714)
Date: April 27, 2023 · CIK: 0001843714 · Accession: 0000950142-23-001228
AI Filing Summary & Sentiment
File numbers found in text: 001-41218
Letter
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
April 27, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Brian McAllister
Re: Andretti Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 22, 2023
File No. 001-41218
Ladies and Gentlemen:
On behalf of our client, Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), we provide the following response to the comment included in your recent letter regarding the above captioned Form 10-K. For your convenience, we restate your comment and convey the Company’s response.
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 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.
Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company and its sponsor have, with the assistance of counsel, conducted a review of their respective status under section 721 of the Defense Production Act of 1950, as amended (the “DPA”), with respect to the jurisdiction of the Committee on Foreign Investment in the United States (CFIUS”). Based on this review, the Company is of the view that neither it nor its sponsor have the foreign ownership, control, or other ties that would make either of them a foreign person for purposes of the DPA or CFIUS.
* * *
Any questions or notifications with respect to this letter should be directed to the undersigned at (212) 373-3309.
Very truly yours,
/s/ Raphael M. Russo
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Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
April 27, 2023
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Brian McAllister
Re:
Andretti Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 22, 2023
File No. 001-41218
Ladies and Gentlemen:
On behalf of our client, Andretti Acquisition
Corp., a Cayman Islands exempted company (the “Company”), we provide the following response to the comment included in your
recent letter regarding the above captioned Form 10-K. For your convenience, we restate your comment and convey the Company’s response.
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 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.
Response: The Company respectfully acknowledges the Staff’s
comment and confirms that the Company and its sponsor have, with the assistance of counsel, conducted a review of their respective status
under section 721 of the Defense Production Act of 1950, as amended (the “DPA”), with respect to the jurisdiction of the Committee
on Foreign Investment in the United States (CFIUS”). Based on this review, the Company is of the view that neither it nor its sponsor
have the foreign ownership, control, or other ties that would make either of them a foreign person for purposes of the DPA or CFIUS.
* * *
Any questions or notifications with respect to this letter should
be directed to the undersigned at (212) 373-3309.
Very truly yours,
/s/ Raphael M. Russo
Raphael M. Russo
cc:
William J. Sandbrook
Andretti Acquisition Corp.