SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Andretti Sponsor LLC (Last) (First) (Middle) C/O ANDRETTI ACQUISITION CORP. 7615 ZIONSVILLE ROAD (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/12/2022	3. Issuer Name and Ticker or Trading Symbol Andretti Acquisition Corp. [ WNNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	5,620,000(2)	(1)	D(3)

1. Name and Address of Reporting Person* Andretti Sponsor LLC (Last) (First) (Middle) C/O ANDRETTI ACQUISITION CORP. 7615 ZIONSVILLE ROAD (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* ANDRETTI MICHAEL (Last) (First) (Middle) C/O ANDRETTI ACQUISITION CORP. 7615 ZIONSVILLE ROAD (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* SANDBROOK WILLIAM J (Last) (First) (Middle) C/O ANDRETTI ACQUISITION CORP. 7615 ZIONSVILLE ROAD (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks

1. Name and Address of Reporting Person* Brown William Matthew (Last) (First) (Middle) C/O ANDRETTI ACQUISITION CORP. 7615 ZIONSVILLE ROAD (Street) INDIANAPOLIS IN 46268 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner X Officer (give title below) Other (specify below) See Remarks

Explanation of Responses:

1. The reported shares of Andretti Acquisition Corp. (the "Issuer") are directly held by Andretti Sponsor LLC (the "Sponsor"). The Issuer's shares of Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), are convertible for the Issuer's shares of Class A ordinary shares, par value $0.0001 per share, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-254627) (the "Registration Statement") and have no expiration date.

2. The Class B Ordinary Shares held by the Sponsor include up to 750,000 Class B Ordinary Shares that are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised as described in the Registration Statement. In addition, the Sponsor is expected to forfeit to the Issuer up to an additional 1,430,923 Class B Ordinary Shares immediately prior to the closing of the initial public offering.

3. The Sponsor is the record holder of such shares of Class B common stock. Mr. Andretti, Mr. Sandbrook and Mr. Brown are members of the Sponsor and (together with other members of the Sponsor) share voting and investment discretion with respect to the shares of Class B Ordinary Shares held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of Class B common stock and private placement warrants from the Sponsor following the consummation of the initial business combination. Each of Mr. Andretti, Mr. Sandbrook and Mr. Brown disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Michael M. Andretti is the Co-Chief Executive Officer and Director of the Issuer. William J. Sandbrook is the Co-Chief Executive Officer and the Chairman of the Board of Directors of the Issuer. William M. Brown is the Chief Financial Officer of the Issuer. // See Exhibit 24.1 - Power of Attorney // See Exhibit 24.2 - Power of Attorney

	/s/ See Signatures Included in Exhibit 99.1	01/12/2022
	** Signature of Reporting Person	Date
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