FORM OF PUBLIC WARRANT AGREEMENT
THIS PUBLIC 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 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 Warrants);
WHEREAS, on [ ], 2021, the Company entered 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 8,200,000 warrants (or up to 8,950,000 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) (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant;
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;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-254627) (the Registration Statement) and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the issuance of the Units, the Warrants, the Ordinary Shares included in the Units and the Ordinary Shares issuable upon exercise of the Public Warrants;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.