FORM OF WARRANT AGREEMENT
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this Agreement), is by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the Warrant Agent).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares), and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 14,375,000 redeemable warrants (including up to 1,875,000 redeemable warrants subject to the Over-Allotment Option (as defined below)) to public investors in the Offering (the Public Warrants);
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrants Purchase Agreement with Andretti Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 7,500,000 warrants (or up to 8,250,000 warrants if the underwriters in the Offering exercise their Over-Allotment Option in full) simultaneously with the closing of the Offering (and the closing of the Over-Allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per warrant (the Working Capital Warrants and, together with the Public Warrants and the Private Placement Warrants, the Warrants);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-[ ] and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, each whole Warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per whole share, subject to adjustment as described herein. Only whole Warrants are exercisable, and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant;