Zak Brown joined the Andretti Acquisition Corp II board: Here’s what that means

What is Andretti Acquisition Corp II?

On 5 September, 2024, Zak Brown officially joined the board of directors for a new organization called Andretti Acquisition Corp. II, alongside several other key players: Michael Andretti, Mario Andretti, Bill Sandbrook, Jim Keys, Cassie Lee, Jerry Putnam, and more.

Andretti Acquisition Corp. II is a SPAC, or a Special Purpose Acquisition Company. These publicly traded companies are formed in order to acquire or merge with an existing business, generally by raising money through an initial public offering (IPO).

This is not the first time Brown has been involved in an Andretti-led SPAC. The original Andretti Acquisition Corp. was formed in 2021 and later merged with Zapata AI; this second group was formed in 2024 in order to enact a similar merger, albeit with a different company.

If you’re not savvy on your business terminology, let’s talk about what a SPAC is, and what it does.

Let’s start by setting the stage. Going public with a company is a long and difficult process — one that is dictated by strict rules and federal regulations depending on the exact kind of business you’re forming.

If you want to bypass some of those more frustrating processes, you can form a SPAC. A SPAC is basically an empty container company, one whose business is to acquire a different business.

So, because the SPAC didn’t declare itself as being a specific business when it was formed, it can acquire a company without having to abide by all of the strict rules it would have had to agree to had the SPAC just declared itself in a certain business in the first place.

When the SPAC eventually acquires or merges with a private company, it can go public more easily than would have been possible had the initial investors set out to form a company in the first place.

Until a SPAC acquires or merges with a private company, the SPAC is sort of without purpose; it largely just exists in order to facilitate that merger. Once the merger is complete, all the folks who invested in the SPAC will earn shares in the private company.

In effect, a SPAC is created in order to raise money for the purpose of acquiring or merging with a private company.

The company filed with the Securities and Exchange Commission back in 2021 and closed on an IPO of $200 million back in 2022 after acquiring Zapata Computing Holdings.

The goal of the SPAC is to seek opportunities that could benefit Andretti, initially ruling out the acquisition of a motorsport team. A second acquisition group was formed in 2024 in order to continue investment.

Understanding Andretti Global:

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Who are they key players in Andretti Acquisition Corp. II?

Zak Brown and Michael and Mario Andretti are not the only key players in the Andretti Acquisition Corp. II SPAC. To help understand what kind of private business the SPAC may be looking to acquire, let’s run through the big names involved.

Andretti Acquisition Corp. II Management Team:

Michael Andretti, Co-CEO: A former racer turned businessman.
Bill Sandbrook, Co-CEO: President, CEO, and chairman of U.S. Concrete, a business that regularly sponsored the Andretti team in IndyCar.
Matt Brown, CFO: A financial officer with experience in Rocky Mountain Industrials, Forterra, and U.S. Concrete.

Andretti Acquisition Corp. II Independent Director Nominees:

Zak Brown: CEO of McLaren
Jim Keyes: Former CEO of Wild Oats, Blockbuster, and AT&T. AT&T has ties with Red Bull Racing and was a key sponsor of the Long Beach Grand Prix in 2024.
Cassie Lee: AT&T chief audit executive
Jerry Putnam: Former New York Stock Exchange CEO
John Romanelli: Founder and managing partner of Seahawk Advisory Corp.

Finally, Mario Andretti is listed as a “special advisor” of the SPAC. The same investors were involved in Andretti Acquisition Corp., and its successor, Andretti Acquisition Corp. II.

What is Zapata Computing Holdings?

Earlier in 2024, Andretti Acquisition Corp. merged with Zapata Computing Holdings, which is effectively a generative AI company. As per Zapata disclosures, Andretti Global is the company’s largest customer, and Zapata sponsors Andretti. The company now operates under the name Zapata AI and is listed on the NYSE as ZPTA.

Multiple members of Andretti Acquisitions Corp. praised Zapata AI as being a fast-growing business on the cutting edge of artificial intelligence.

However, the key players behind the initial acquisition group founded a second, Andretti Acquisitions Corp. II, earlier in 2024.

On September 9, 2024, Andretti Acquisition announced it would close its IPO, resulting in gross proceeds of $230 million — just days after it officially brought its independent director nominees in as official directors.

And what does Zak Brown have to do with all this?

While fans are particularly interested in the formal ties between the Andrettis and Zak Brown, this SPAC is by no means the first time the two parties have forged professional relationships.

In the Australian Supercars series, for example, Zak Brown’s team United Autosports is partnered with Michael Andretti’s team, creating Walkinshaw Andretti United.

Brown has also been a staunch defender of the Andretti Global push to enter Formula 1, though he has denied that there is any “anti-American bias” permeating the series and resulting in the ultimate denial of the Andretti bid.

In IndyCar specifically, Brown’s first foray into fielding a team came with a one-off at the Indy 500 for Fernando Alonso — and he did so with aid from the Andretti outfit.

As a member of the board of directors of Andretti Acquisition Corp. II, Brown doesn’t have the sole authority to make decisions about acquisitions or mergers — nor does he even have to be informed of the mergers Andretti Acquisition Corp. II makes. That is, after all, one of the benefits of an SPAC: Investors can tap out and get their money back if they decide they’re not interested in the private company that the SPAC merges with.

But it’s highly likely that Brown and Michael Andretti are on the same page about future investments, especially ones that have to do with racing. After all, Andretti Acquisitions Corp. has been in the works since 2021; Brown and Andretti are likely far more united than we may have initially thought when it comes to their goals.