Sec Form 4 Filing - Andretti Sponsor LLC @ Zapata Computing Holdings Inc. - 2024-03-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Zapata Computing Holdings Inc. [ ZPTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O ZAPATA COMPUTING HOLDINGS INC, 100 FEDERAL STREET, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2024 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/28/2024 J( 1 ) 4,189,077 A 4,189,077 D ( 2 ) Common Stock 03/28/2024 J( 3 ) 652,214 D 3,536,863 D ( 2 ) Common Stock 03/28/2024 A( 4 ) 34,744 A 34,744 D ( 5 ) Common Stock 03/28/2024 J( 6 ) 243,368 A 243,368 D ( 7 ) Common Stock 03/28/2024 J( 8 ) 370,923 A 370,923 D ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Ordinary Shares ( 10 ) 03/28/2024 J( 1 ) 4,189,077 ( 10 ) ( 10 ) Common Stock 4,189,077 ( 1 ) 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Andretti Sponsor LLC C/O ZAPATA COMPUTING HOLDINGS INC 100 FEDERAL STREET, 20TH FLOOR BOSTON, MA02110 X X See Remarks ANDRETTI MICHAEL C/O ZAPATA COMPUTING HOLDINGS INC 100 FEDERAL STREET, 20TH FLOOR BOSTON, MA02110 X X See Remarks SANDBROOK WILLIAM J C/O ZAPATA COMPUTING HOLDINGS INC 100 FEDERAL STREET, 20TH FLOOR BOSTON, MA02110 X X See Remarks Brown William Matthew C/O ZAPATA COMPUTING HOLDINGS INC 100 FEDERAL STREET, 20TH FLOOR BOSTON, MA02110 X X See Remarks Signatures /s/ See Signatures Included in Exhibit 99.1 04/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Business Combination Agreement, dated as of September 6, 2023, among the Issuer and certain other parties (the "Business Combination Agreement"), the Issuer's Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), automatically converted into shares of the Issuer's common stock, par value $0.0001 per share ("common stock"), on a one-for-one basis upon the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"). ( 2 )Andretti Sponsor LLC (the "Sponsor") is the record holder of such shares of 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 common stock held of record by the Sponsor. In addition, each of Mr. Andretti, Mr. Sandbrook and Mr. Brown may be entitled to distributions of 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. ( 3 )Pursuant to certain Non-Redemption Agreements among the Sponsor and certain other parties, upon the Closing the Sponsor transferred an aggregate of 652,214 shares of common stock to such other parties. ( 4 )Received in connection with the Issuer's business combination (the "Merger") with Zapata Computing, Inc. ("Private Zapata"). In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Brown, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Brown exchanged an outstanding Senior Secured Promissory Note between Mr. Brown and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $150,000, for 34,744 shares of Common Stock, at a conversion price of $4.50 per share. ( 5 )Mr. Brown is the record holder of such shares of common stock. ( 6 )Received in connection with the Merger with Private Zapata. In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Sandbrook, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Sandbrook exchanged an outstanding Senior Secured Promissory Note between Mr. Sandbrook and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $1,050,684.93, for 243,368 shares of Common Stock, at a conversion price of $4.50 per share. ( 7 )Mr. Sandbrook is the record holder of such shares of common stock. ( 8 )Received in connection with Merger with Private Zapata. In accordance with a Note Exchange Agreement, dated March 28, 2024, by and among Mr. Andretti, the Issuer and Private Zapata, at the effective time of the Merger, Mr. Andretti exchanged an outstanding Senior Secured Promissory Note between Mr. Andretti and Private Zapata, with an aggregate principal amount, together with then-outstanding interest, of $1,601,369.86, for 370,923 shares of Common Stock, at a conversion price of $4.50 per share. ( 9 )Mr. Andretti is the record holder of such shares of common stock. ( 10 )The Issuer's Class B Ordinary Shares were 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 had no expiration date. As described above, the Issuer's Class B Ordinary Shares were automatically converted into shares of Common Stock on a one-for-one basis upon the Closing.

Remarks: William M. Brown is a member of the Board of Directors of the Issuer. Michael Andretti and William J. Sandbrook are no longer subject to Section 16.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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