United States securities and exchange commission logo
December 13, 2021
Michael Andretti
Co-Chief Executive Officer
Andretti Acquisition Corp.
7615 Zionsville Road
Indianapolis, Indiana 46268
Re: Andretti
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-1
Filed November 23,
2021
File No. 333-254627
Dear Mr. Andretti:
We have reviewed your amended registration statement and have the
following
comments. 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 letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 Filed November 23,
2021
Summary
Expression of interest, page 23
1. We note your disclosure
on pages 23, 151, and 153 provides that your sponsor co-
investor is not
obligated to refrain from redemption with respect to Class A ordinary
shares purchased as
part of the units in this offering, if any, or through open market
purchases subsequent to
the closing of this offering. Please reconcile this disclosure with
your disclosure in
several other areas of the filing that indicate you have entered into an
agreement with your
sponsor co-investor, whereby they have agreed to waive their
redemption rights for
any "public shares held by them," pursuant to certain circumstances,
as described on pages
33, 120-22, 148, and 158. Also, this disclosure differs from the
redemption terms you
outline on pages 24 and 160, where you reference the "public
Michael Andretti
Andretti Acquisition Corp.
December 13, 2021
Page 2
shares."
2. Clarify whether your sponsor co-investor has expressed an intention to
purchase units in
this offering, as your disclosure suggests when it refers to the ability
to exercise
redemption rights in connection with such purchased shares. If so,
revise to disclose the
intended volume and terms of such purchases.
Risk Factors
General Risk Factors
There has been and may in the future be diversity in the capital structure . .
.., page 91
3. We note your risk factor that further statements by the SEC relating to
accepted
accounting of special purpose acquisition companies could result in
the correction of
accounting errors in previously issued financial statements. Please tell
us what accepted
accounting of special purpose acquisition companies means and how it
relates to (1) the
requirements in Regulation S-X that the financial statements must be
prepared in
accordance with generally accepted accounting principles in the U.S. (
U.S. GAAP ), and
(2) your financial statements and related audit opinion that state your
financial statements
were prepared in accordance with U.S. GAAP.
Exhibits
4. We note that you expect to enter into agreements with your sponsor
co-investor pursuant
to which such sponsor co-investor will agree to purchase Class B
ordinary shares
immediately prior to the closing of this offering. Please file such
agreement as an exhibit
to the registration statement.
Please contact Nicholas Lamparski at 202-551-4695 or Mara Ransom at
202-551-3264
with any other questions.
Sincerely,
FirstName LastNameMichael Andretti
Division of
Corporation Finance
Comapany NameAndretti Acquisition Corp.
Office of Trade &
Services
December 13, 2021 Page 2
cc: Raphael M. Russo
FirstName LastName