Current Report Filing (8-k)
27 Mars 2023 - 11:30PM
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2023-03-21
2023-03-21
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2023-03-21
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 21, 2023
Andretti Acquisition Corp.
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-41218 |
98-1578373 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
7615 Zionsville Road
Indianapolis, Indiana 46268 |
(Address of principal executive offices, including zip code) |
(317)
872-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value,
and one-half of one redeemable public warrant |
|
WNNR.U |
|
New York Stock Exchange |
Class A ordinary shares, $0.0001 par value |
|
WNNR |
|
New York Stock Exchange |
Public warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
WNNR WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
On March 21, 2023, Andretti Acquisition Corp.
(the “Company”) issued three separate unsecured promissory notes (the “Notes”) to each of Michael
M. Andretti, William J. Sandbrook and William M. Brown (collectively, the “Payees”), in total principal amounts of
$500,000, $500,000 and $100,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date
(as defined below), will be used by the Company for general working capital purposes.
The Notes bear interest at a rate of 4.50%
per annum and shall be due and payable on the earlier of (i) the date on which the Company consummates an initial business combination
(a “Business Combination”) and (ii) the liquidation of the Company in accordance with its amended and restated memorandum
(the “Maturity Date”). In the event that the Company does not consummate a Business Combination, the Notes will be
repaid only from amounts remaining outside of the Company’s trust account established in connection with the Company’s initial
public offering of its securities (the “IPO”), if any. Concurrently with the consummation of a Business Combination,
the Payees will have the option, but not the obligation, to convert up to the total principal amounts of the Notes, in whole or in part,
into additional warrants of the Company at a price of $1.00 per warrant, each warrant exercisable for one Class A ordinary share, $0.0001
par value per share, of the Company. The warrants will be identical to the private placement warrants issued by the Company to Andretti
Sponsor LLC at the time of the Company’s IPO. A failure to pay the principal outstanding amount of the Notes within five business
days of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately.
The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933,
as amended.
A form of the Notes is attached as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended
to be summaries only and are qualified in their entirety by reference to the Note.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
10.1 |
|
Form of Promissory Note |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
ANDRETTI ACQUISITION CORP. |
|
|
|
|
Date: March 27, 2023 |
By: |
/s/ William M. Brown |
|
|
|
Name: |
William M. Brown |
|
|
|
Title: |
President and Chief Financial Officer |
|
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