Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Zapata Computing Holdings Inc. |
Entity Central Index Key | 0001843714 |
Entity Tax Identification Number | 87-4706968 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 7372 |
Entity Address, Address Line One | 100 Federal Street, Floor 20 |
Entity Address, City or Town | Boston |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02110 |
City Area Code | 844 |
Local Phone Number | 492-7282 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Christopher Savoie |
Entity Address, Address Line One | 100 Federal Street, Floor 20 |
Entity Address, City or Town | Boston |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02110 |
City Area Code | 844 |
Local Phone Number | 492-7282 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,332,000 | $ 10,073,000 |
Accounts receivable | 1,938,000 | 1,427,000 |
Prepaid expenses and other current assets | 323,000 | 769,000 |
Total current assets | 5,593,000 | 12,269,000 |
Property and equipment, net | 156,000 | 314,000 |
Operating lease right-of-use assets | 238,000 | 583,000 |
Deferred offering costs | 1,943,000 | 0 |
Other non-current assets | 137,000 | 279,000 |
Total assets | 8,067,000 | 13,445,000 |
Current liabilities: | ||
Accounts payable | 6,452,000 | 1,421,000 |
Deferred revenue | 744,000 | 500,000 |
Operating lease liability, current | 252,000 | 353,000 |
Accrued expenses and other current liabilities | 1,945,000 | 3,144,000 |
Total current liabilities | 9,393,000 | 5,418,000 |
Operating lease liability, non-current | 0 | 252,000 |
Notes payable to related parties, non-current | 8,900,000 | 0 |
Non-current liabilities | 0 | 142,000 |
Total liabilities | 18,293,000 | 5,812,000 |
Commitments and contingencies (Note 13) | ||
Stockholders' deficit: | ||
Convertible preferred stock | 64,716,000 | 64,716,000 |
Common stock | 0 | 0 |
Additional paid-in capital | 14,633,000 | 2,734,000 |
Accumulated other comprehensive loss | (49,000) | (25,000) |
Accumulated deficit | (89,526,000) | (59,792,000) |
Total stockholders' deficit | (74,942,000) | (57,083,000) |
Total liabilities, convertible preferred stock and stockholders' deficit | 8,067,000 | 13,445,000 |
ANDRETTI ACQUISITION CORP. [Member] | ||
Current assets: | ||
Cash and cash equivalents | 161,224 | 616,120 |
Prepaid expenses and other current assets | 44,304 | 590,883 |
Total current assets | 205,528 | 1,207,003 |
Prepaid insurance, long-term | 0 | 24,469 |
Marketable securities held in Trust Account | 86,265,079 | 239,149,736 |
Total assets | 86,470,607 | 240,381,208 |
Current liabilities: | ||
Accounts payable and accrued expenses | 884,928 | 30,348 |
Accrued interest payable – related party | 70,918 | 0 |
Accrued offering costs | 0 | 85,000 |
Total current liabilities | 955,846 | 115,348 |
Convertible note - related party | 2,450,083 | 0 |
Deferred legal fee | 4,040,000 | 160,000 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Total liabilities | 15,495,929 | 8,325,348 |
Commitments and contingencies (Note 13) | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 7,894,801 and 23,000,000 shares issued and outstanding at redemption value of $10.93 and $10.40 per share as of December 31, 2023 and 2022, respectively | 86,265,079 | 239,149,736 |
Stockholders' deficit: | ||
Convertible preferred stock | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (15,290,976) | (7,094,451) |
Total stockholders' deficit | (15,290,401) | (7,093,876) |
Total liabilities, convertible preferred stock and stockholders' deficit | 86,470,607 | 240,381,208 |
Common Class A [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Stockholders' deficit: | ||
Common stock | 0 | 0 |
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Stockholders' deficit: | ||
Common stock | $ 575 | $ 575 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock shares authorized | 14,647,823 | 14,647,823 |
Preferred stock, liquidation preference, value | $ 65,004 | $ 65,004 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 23,500,000 | 23,500,000 |
Common stock shares issued | 5,118,553 | 5,095,831 |
Common stock shares outstanding | 5,118,553 | 5,095,831 |
ANDRETTI ACQUISITION CORP. [Member] | ||
Temporary equity, redemption price per share | $ 10.25 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares issued | 7,894,801 | 23,000,000 |
Temporary equity, shares outstanding | 7,894,801 | 23,000,000 |
Temporary equity, redemption price per share | $ 10.93 | $ 10.4 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Temporary equity, shares outstanding | 5,750,000 | 5,750,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 5,750,000 | 5,750,000 |
Common stock shares outstanding | 5,750,000 | 5,750,000 |
Convertible Preferred Stock [Member] | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 14,647,823 | 14,647,823 |
Preferred stock shares issued | 14,222,580 | 14,222,580 |
Preferred stock shares outstanding | 14,222,580 | 14,222,580 |
Preferred stock, liquidation preference, value | $ 65,004 | $ 65,004 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 5,683,000 | $ 5,166,000 |
Cost of revenue | 4,582,000 | 3,535,000 |
Gross profit | 1,101,000 | 1,631,000 |
Operating Expenses [Abstract] | ||
Sales and marketing | 5,885,000 | 7,286,000 |
Research and development | 5,915,000 | 8,206,000 |
General and administrative | 7,409,000 | 9,527,000 |
Total operating expenses | 19,209,000 | 25,019,000 |
Loss from operations | (18,108,000) | (23,388,000) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 47,000 | 50,000 |
Extinguishment of senior notes | (6,864,000) | 0 |
Change in fair value and loss on issuance of notes | (4,779,000) | 0 |
Other expense, net | (10,000) | (57,000) |
Total other (expense) Income, Net | (11,606,000) | (7,000) |
Net loss before income taxes | (29,714,000) | (23,395,000) |
Provision for income taxes | (20,000) | (53,000) |
Net (loss) income | $ (29,734,000) | $ (23,448,000) |
Basic weighted average shares outstanding | 5,104,642 | 5,012,722 |
Diluted weighted average shares outstanding | 5,104,642 | 5,012,722 |
Basic net (loss) income per share | $ (5.82) | $ (4.68) |
Diluted net (loss) income per share | $ (5.82) | $ (4.68) |
Foreign currency translation adjustment | $ (24,000) | $ (16,000) |
Comprehensive loss | (29,758,000) | (23,464,000) |
ANDRETTI ACQUISITION CORP. [Member] | ||
Operating Expenses [Abstract] | ||
Formation costs, professional fees and general and administrative costs | 8,349,476 | 1,509,446 |
Loss from operations | (8,349,476) | (1,509,446) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 8,156,697 | 3,399,736 |
Change in fair value of Convertible Promissory Notes – Related Party | (599,222) | 0 |
Interest expense – Convertible Promissory Notes – Related Party | (70,918) | 0 |
Total other (expense) Income, Net | 7,486,557 | 3,399,736 |
Net (loss) income | $ (862,919) | $ 1,890,290 |
Common Class A [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 16,337,159 | 21,928,767 |
Diluted weighted average shares outstanding | 16,337,159 | 21,928,767 |
Basic net (loss) income per share | $ (0.04) | $ 0.07 |
Diluted net (loss) income per share | $ (0.04) | $ 0.07 |
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 5,750,000 | 5,715,068 |
Diluted weighted average shares outstanding | 5,750,000 | 5,715,068 |
Basic net (loss) income per share | $ (0.04) | $ 0.07 |
Diluted net (loss) income per share | $ (0.04) | $ 0.07 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Shareholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] Preferred Stock [Member] | ANDRETTI ACQUISITION CORP. [Member] | ANDRETTI ACQUISITION CORP. [Member] Additional Paid-in Capital [Member] | ANDRETTI ACQUISITION CORP. [Member] Accumulated Deficit [Member] | ANDRETTI ACQUISITION CORP. [Member] Common Class B [Member] Common Stock [Member] | |
Beginning balance at Dec. 31, 2021 | $ (34,839,000) | $ 1,514,000 | $ (9,000) | $ (36,344,000) | $ 64,716,000 | $ 14,139 | $ 24,425 | $ (10,861) | $ 575 | ||
Beginning balance, (in shares) at Dec. 31, 2021 | 4,806,053 | 14,222,580 | 5,750,000 | ||||||||
Vesting of restricted common stock (in shares) | 83,333 | ||||||||||
Sale of 13,550,000 Private Placement Warrants | 13,550,000 | 13,550,000 | |||||||||
Issuance of common stock resulting from exercise of stock options (in shares) | 206,445 | ||||||||||
Issuance of common stock resulting from exercise of stock options | 280,000 | 280,000 | |||||||||
Proceeds allocated to Public Warrants | 6,440,000 | 6,440,000 | |||||||||
Stock-based compensation expense | 940,000 | 940,000 | |||||||||
Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor | [1] | 143 | $ (143) | ||||||||
Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor (in shares) | [1] | (1,430,923) | |||||||||
Cumulative translation adjustment | (16,000) | (16,000) | |||||||||
Purchase of Class B shares by Anchor Investor including excess fair value over purchase price | 10,409,031 | 10,408,888 | $ 143 | ||||||||
Purchase of Class B shares by Anchor Investor including excess fair value over purchase price (in shares) | 1,430,923 | ||||||||||
Value of transaction costs allocated to fair value equity instruments | (707,430) | (707,430) | |||||||||
Remeasurement for Class A ordinary shares to redemption amount | (38,689,906) | (29,716,026) | (8,973,880) | ||||||||
Net Income (loss) | (23,448,000) | $ (23,448,000) | (23,448,000) | 1,890,290 | 1,890,290 | $ 390,797 | |||||
Ending balance at Dec. 31, 2022 | $ (57,083,000) | 2,734,000 | (25,000) | (59,792,000) | $ 64,716,000 | (7,093,876) | 0 | (7,094,451) | $ 575 | ||
Ending balance, (in shares) at Dec. 31, 2022 | 5,095,831 | 14,222,580 | 5,750,000 | ||||||||
Issuance of common stock resulting from exercise of stock options (in shares) | 22,722 | 22,722 | |||||||||
Issuance of common stock resulting from exercise of stock options | $ 37,000 | 37,000 | |||||||||
Stock-based compensation expense | $ 776,000 | 776,000 | |||||||||
Forfeiture of Class B shares by Sponsor for reissuance to Anchor Investor (in shares) | 724,891 | ||||||||||
Cumulative translation adjustment | $ (24,000) | (24,000) | |||||||||
Proceeds received in excess of fair value of convertible promissory notes | 823,091 | 823,091 | |||||||||
Remeasurement for Class A ordinary shares to redemption amount | (8,156,697) | (823,091) | (7,333,606) | ||||||||
Loss on issuance of Senior Secured Notes | 11,086,000 | 11,086,000 | |||||||||
Net Income (loss) | (29,734,000) | $ (29,734,000) | (29,734,000) | (862,919) | (862,919) | $ (224,646) | |||||
Ending balance at Dec. 31, 2023 | $ (74,942,000) | $ 14,633,000 | $ (49,000) | $ (89,526,000) | $ 64,716,000 | $ (15,290,401) | $ 0 | $ (15,290,976) | $ 575 | ||
Ending balance, (in shares) at Dec. 31, 2023 | 5,118,553 | 14,222,580 | 5,750,000 | ||||||||
[1]Excluded an aggregate of up to 750,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised (see Note 5). On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, thereby reducing the aggregate number of Founder Shares held by the Sponsor to 5,620,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the reverse share split on Founder Shares (see Note 5). On January 22, 2022, the underwriters fully exercised their over-allotment option resulting in no forfeiture of Class B ordinary shares. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Shareholders' Deficit (Parenthetical) - USD ($) | Jan. 22, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Dec. 31, 2023 |
Common Stock Shares Outstanding | 5,118,553 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Convertible Preferred Stock [Member] | ||||
Preferred stock par or stated value per share | $ 0.0001 | 0.0001 | ||
ANDRETTI ACQUISITION CORP. [Member] | ||||
Preferred stock par or stated value per share | $ 0.0001 | |||
ANDRETTI ACQUISITION CORP. [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | Sponsor [Member] | ||||
Stock Issued During Period Shares Surrendered | 1,437,500 | |||
Stock Issued During Period Value Surrendered | $ 0 | |||
Common Stock Shares Outstanding | 5,620,000 | |||
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | ||||
Common Stock Shares Outstanding | 5,750,000 | |||
Common stock par or stated value per share | $ 0.0001 | |||
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | Sponsor [Member] | ||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 1,437,500 | |||
Common Stock Shares Outstanding | 5,620,000 | |||
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | Over-Allotment Option [Member] | ||||
Stock Issued During Period Shares Share Based Compensation Forfeited | 0 | 750,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (29,734,000) | $ (23,448,000) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (47,000) | (50,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 164,000 | 176,000 |
Stock-based compensation expense | 776,000 | 940,000 |
Non-cash lease expense | 341,000 | 271,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (510,000) | (456,000) |
Prepaid expenses and other current assets | 192,000 | 162,000 |
Accounts payable | 3,511,000 | 1,024,000 |
Accrued expenses and other current liabilities | (1,038,000) | 937,000 |
Deferred revenue | 244,000 | (321,000) |
Operating lease liabilities | (352,000) | (272,000) |
Net cash used in operating activities | (14,763,000) | (20,987,000) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | 0 | (253,000) |
Net cash provided by (used in) investing activities | 0 | (253,000) |
Cash Flows from Financing Activities: | ||
Payments of offering costs | (336,000) | 0 |
Proceeds from the exercise of stock options | 37,000 | 280,000 |
Net cash (used in) provided by financing activities | 8,043,000 | 280,000 |
Effect of exchange rate changes on cash and cash equivalents | (21,000) | 1,000 |
Net Change in Cash | (6,741,000) | (20,959,000) |
Cash – Beginning of period | 10,210,000 | 31,169,000 |
Cash – End of period | 3,469,000 | 10,210,000 |
Supplemental Cash Flow Elements [Abstract] | ||
Income taxes paid | 33,000 | 31,000 |
Deferred offering costs included in accounts payable and accrued expenses and other current liabilities | 1,607,000 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 120,000 |
Purchases of property and equipment included in accounts payable and accrued expenses | 7,000 | 0 |
Related Party [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from notes payable to related parties | 8,342,000 | 0 |
Senior Notes [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on extinguishment of senior notes | 6,864,000 | 0 |
Senior Secured Notes [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of senior secured notes | 4,779,000 | 0 |
ANDRETTI ACQUISITION CORP. [Member] | ||
Cash Flows from Operating Activities: | ||
Net (loss) income | (862,919) | 1,890,290 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (8,156,697) | (3,399,736) |
Change in fair value of Convertible Promissory Note – related party | 599,222 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 546,579 | (588,834) |
Prepaid insurance, long-term | 24,469 | (24,469) |
Accrued expenses | 854,580 | 30,348 |
Accrued interest payable | 70,918 | 0 |
Deferred legal fee payable | 3,880,000 | 160,000 |
Net cash used in operating activities | (3,043,848) | (1,932,401) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | 0 | (235,750,000) |
Cash withdrawn from Trust Account in connection with redemption | 161,041,354 | (235,750,000) |
Net cash provided by (used in) investing activities | 161,041,354 | (235,750,000) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B ordinary shares to Anchor Investor | 0 | 6,221 |
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 225,400,000 |
Proceeds from sale of Private Placement Warrants | 0 | 13,550,000 |
Proceeds from promissory note – related party | 0 | 75 |
Repayment of promissory note – related party | 0 | (240,629) |
Proceeds from convertible promissory note - related party | 2,673,952 | |
Redemption of ordinary shares | (161,041,354) | |
Payments of offering costs | (85,000) | (417,146) |
Net cash (used in) provided by financing activities | (158,452,402) | 238,298,521 |
Net Change in Cash | (454,896) | 616,120 |
Cash – Beginning of period | 616,120 | 0 |
Cash – End of period | 161,224 | 616,120 |
Non-Cash investing and financing activities: | ||
Remeasurement of Class A ordinary shares to redemption amount | 8,156,697 | 35,290,170 |
Proceeds received from convertible promissory notes in excess of initial fair value | 823,091 | 0 |
Offering costs accrued | 0 | 85,000 |
Excess fair value of Founder shares attributable to Anchor Investor | 0 | 10,402,810 |
Accretion for Class A ordinary shares to redemption amount | 0 | 3,399,736 |
Deferred underwriting fee payable | $ 0 | $ 8,050,000 |
Description of Organization And
Description of Organization And Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Nature of the Business | 1. Nature of the Business Zapata Computing, Inc. (“Zapata” or “Company”), a Delaware corporation, was incorporated on November 2, 2017, and is located in Boston, Massachusetts. Zapata has wholly owned subsidiaries located in Canada, Spain, Japan, the United Kingdom as well as Delaware based Zapata Government Services and Massachusetts based Zapata Security Corporation. The Company offers customers Industrial Generative Artificial Intelligence (“AI”) Solutions (as defined below) designed to solve computationally complex problems. These are subscription-based solutions that combine software and services to develop custom industrial generative AI applications. Zapata’s software leverages a broad spectrum of computing resources, including classical, high performance, and quantum computing hardware and, in developing and applying its software tools to specific applications, Zapata uses techniques inspired by quantum physics that can then be applied to the appropriate hardware. The Company is subject to risks and uncertainties similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, risks associated with changes in information technology, and the ability to raise additional capital to fund operations. The Company’s long-term success is dependent upon its ability to successfully market, deliver, and scale its Industrial Generative AI Solutions, increase revenue, meet its obligations, obtain additional capital when needed and, ultimately, to achieve profitable operations. Through the year ended December 31, 2023, the Company has funded its operations primarily with proceeds from sales of Convertible Preferred Stock and issuances of Convertible Notes, each as defined below. The Company has incurred net losses of $29,734 and $23,448 for the years ended December 31, 2023, and 2022, respectively. As of December 31, 2023 and 2022, the Company had an accumulated deficit of $89,526 and $59,792, respectively. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to identify future debt or equity financing and generate profits from its operations. The Company is pursuing all available options for funding, which include seeking public or private investments and funding through its Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 16). There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The accompanying consolidated financial statements reflect the operations of the Company and its wholly- owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
ANDRETTI ACQUISITION CORP. [Member] | |
Description of Organization And Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Andretti Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 20, 2021. The Company was incorporated for the purpose of effecting a merger, consolidation share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). On August 18, 2023, the Company formed Tigre Merger Sub, Inc. a wholly owned subsidiary of the Company. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity for the period from January 20, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating On January 18, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares” or the “Class A Ordinary Shares”), which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,550,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Andretti Sponsor LLC (the “Sponsor”) and a third party institutional accredited investor (the “Sponsor Co-Investor”), Transaction costs amounted to $23,807,600, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $10,402,810 for the fair value of the Founder Shares attributable to the Sponsor Co-Investors (see Following the closing of the Initial Public Offering on January 18, 2022, an amount of $235,750,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company. The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.25 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial The Company’s Amended and Restated Memorandum and Articles of Association previously provided that the Company will have (i) the 18-month must complete a Business Combination, (ii) the 21-month 24-month, ten per-share In connection with the July 14, 2023 special meeting, shareholders holding an aggregate of 15,105,199 of the Company’s Class A ordinary shares exercised their right to redeem their shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the trust account in connection with such redemptions, approximately $84.2 million remained in the trust account (based on the redemption amount of $10.66 per share). The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.25). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.25 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.25 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Going Concern Consideration As of December 31, 2023, we had cash of $161,224 and working capital deficit of $750,318. Until the consummation of a Business Combination, the Company will be using the funds held outside the Trust Account for identifying and evaluating target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, reviewing corporate documents and material agreements of prospective target businesses, and structuring, negotiating and completing a Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these consolidated financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these consolidated financial statements include, but are not limited to, revenue recognition, the valuation of the Company’s common stock, Convertible Preferred Stock, and stock-based awards. The Company’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions. Foreign Currency and Currency Translation The functional currency for the Company’s wholly owned foreign subsidiaries in Canada, Japan, Spain and the United Kingdom is USD, Japanese Yen, Euro and British Pound, respectively. Assets and liabilities of these subsidiaries are translated into United States dollars (“USD”) at the exchange rate in effect on the balance sheet date. Income and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a translation adjustment, which is included in the consolidated statements of convertible preferred stock and stockholders’ deficit as a component of accumulated other comprehensive loss. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other expense, net in the consolidated statements of operations and comprehensive loss. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at high-quality and accredited financial institutions. The Company performs ongoing credit evaluations of its customers and generally requires no collateral to secure accounts receivable. Accounts receivable is presented after consideration of an allowance for credit losses, which is an estimate of amounts that may not be collectible. In determining the amount of the allowance at each reporting date, the Company makes judgments about general economic conditions, historical write-off As of December 31, 2023, the Company’s accounts receivable was from three main customers, representing approximately 43%, 31% and 26% of the Company’s total accounts receivable. As of December 31, 2022, the Company’s accounts receivable was from three main customers, representing approximately 37%, 35% and 21% of the Company’s total accounts receivable. For the year ended December 31, 2023, the Company had four customers that represented greater than 10% of the Company’s total revenue and revenue recognized from these customers represented approximately 35%, 26%, 20% and 17% of total revenue. For the year ended December 31, 2022, the Company had four customers that represented greater than 10% of the Company’s total revenue, and revenue recognized from these customers represented approximately 30%, 27%, 19% and 15% of total revenue. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. As of December 31, 2023, and 2022, the amount of cash equivalents included in cash and cash equivalents totaled $2,693 and $9,763, respectively. Restricted Cash Restricted cash consists of cash on deposit to secure a letter of credit totaling $137 as of December 31, 2023, and 2022 that is required to be maintained in connection with the Company’s lease arrangements. The letter of credit is expected to be renewed until the lease expiration in 2024. As of December 31, 2023, and 2022, the Company classified its restricted cash as non-current The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 3,332 $ 10,073 Restricted cash 137 137 Total cash, cash equivalents and restricted cash $ 3,469 $ 10,210 Deferred Offering Costs Deferred transaction costs consist of direct legal, accounting and other fees and costs directly attributable to the Company’s Merger, as defined below, with Andretti Acquisition Corp. (“AAC”) (see Notes 15 and 16). The Company capitalized deferred transaction costs prior to the close of the Merger, which are included in deferred offering costs within the consolidated balance sheet as of December 31, 2023. The Company will reclassify the deferred transaction costs related to the Merger to additional paid-in Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents are carried at fair value in Level 1, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company’s Senior Notes (see Note 6) are carried at fair value, determined according to level 3 inputs in the fair value hierarchy described above. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of remaining lease term or useful life Costs for capital assets not yet placed into service are capitalized and are depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such asset group is considered to be impaired, the impairment loss to be recognized is measured based on the excess of the carrying value of the impaired asset group over its fair value. For the years ended December 31, 2023, and 2022, the Company did not recognize any impairment losses on long-lived assets. Leases Effective on January 1, 2022, the Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use The Company enters into contracts that contain both lease and non-lease Non-lease non-lease Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term and are measured using the discount rate implicit in the lease if readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based upon the available information at the lease commencement date. The Company’s incremental borrowing rate reflects the fixed rate at which the Company could borrow the amount of lease payments in the same currency on a collateralized basis, for a similar term in a similar economic environment. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. Convertible Notes The Company performed an analysis of all of the terms and features of the Senior Notes and the Senior Secured Notes, (collectively, the “Convertible Notes”). The Company elected the Fair Value Option to account for the Senior Notes. The Senior Notes were remeasured at fair value at each balance sheet date until they were converted to Senior Secured Notes (see Note 9). Changes in the fair value of the Senior Notes were recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company elected the option of combining interest expense and the change in fair value as a single line item within the consolidated statements of operations and comprehensive loss. Differences between the fair value of the Senior Notes and the proceeds received were presented within other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company accounts for the Senior Secured Notes at amortized cost, as they were issued at a substantial premium and do not qualify for the Fair Value Option. The Company concluded that the optional conversion features were not required to be bifurcated and separately accounted for as a derivative. Costs related to the issuance of the Senior Secured Notes are recorded as a debt discount and amortized over the term of the Senior Secured Notes and are recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss using the effective interest method. Segment Information The Company manages its business as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s chief executive officer, who is the chief operating decision maker, reviews the Company’s financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. As of December 31, 2023, and 2022, the Company does not have material long-term assets outside the U.S. Classification of Convertible Preferred Stock The Company has classified its Convertible Preferred Stock outside of stockholders’ deficit on the Company’s consolidated balance sheets because the holders of such stock have redemption features and certain liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock. Capitalization of Software Development Costs The Company incurred software development costs related to development of its quantum computing platform. Given that the Company may sell the platform both as a service as well as a license, the Company evaluates software development costs to determine the point where technological feasibility is established. The Company has determined that technological feasibility is typically concurrently with the release, and therefore there have not been significant costs capitalized through December 31, 2023. Costs incurred in connection with maintenance and customer support are also expensed as incurred. Revenue Recognition Revenue is recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Performance obligations in contracts represent distinct or separate goods or services that the Company provides to customers. The Company recognizes revenue using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the Company satisfies the performance obligations. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company currently earns revenue primarily from subscriptions to its software platform, referred to as the Orquestra Platform, and services. The Company’s subscriptions to its Orquestra Platform are currently offered as stand-ready access to the Company’s cloud environment for access on an annual or multi-year basis. The Company’s consulting services may result in either single or multiple performance obligations based on the contractual terms. The Company may also offer services in the form of stand-ready scientific and software engineering services, which are typically only offered in conjunction with the Orquestra Platform. The Company evaluates its contracts at inception to determine if the promises represent a single, combined performance obligation or multiple performance obligations. The Company allocates the transaction price to the performance obligations identified. Judgment is required to allocate the transaction price to each performance obligation. The Company utilizes a stand-alone selling price methodology based on observable or estimated prices for each performance obligation. The Company considers market conditions, entity-specific factors, and information about the customer that is reasonably available to the entity when estimating stand-alone selling price for those performance obligations without an observable selling price. The Company’s contracts do not contain rights of return, and any variable consideration as the result of service level agreements has been immaterial. The Company does not have other contractual terms that give rise to variable consideration. Revenue from subscriptions to the Company’s Orquestra Platform to date have only been sold as access to the platform in its hosted environment and are therefore recognized over the contract term on a ratable basis, as the promise represents a stand-ready performance obligation. Revenue from consulting services is generally recognized over time. The Company’s contracts typically contain fixed-fee For consulting services, the Company measures progress toward satisfaction of the performance obligation as the services are provided, and revenue is generally recognized based on the labor hours expended over time. Through this method, the Company recognizes revenue based on the actual labor hours incurred to date compared to the current estimate of total labors hours to satisfy the performance obligation. The Company believes this method best reflects the transfer of control to the customer. This method requires periodic updates to the total estimated hours to complete the contract, and these updates may include subjective assessments and judgments. The Company had limited contracts for which, based on the Company’s determination of the enforceability of payment terms, revenue was recognized at a point in time when payment became enforceable. Revenue from services sold in the form of stand-ready scientific and software engineering services are recognized over the contract term on a ratable basis, as the obligation represents a stand-ready obligation. The Company’s payment terms vary by contract and do not contain significant financing components. Amounts collected in advance of revenue recognized are recorded as deferred revenue in the consolidated balance sheets. The Company’s balances resulting from contracts with customers include the following: Contract Acquisition Costs— The Company capitalizes contract acquisition costs for contracts where the period of the related revenue stream exceeds one year. As of December 31, 2023, 2022 and 2021, capitalized contract acquisition costs of $38, $281, and $84, respectively, were included in prepaid expenses and other current assets and zero, $142, and zero were included in other non-current Accounts Receivable— Deferred Revenue— Balances from contracts with customers for the year ended December 31, 2023, consist of the following: End of Year Beginning of Year Accounts receivable $ 1,341 $ 600 Unbilled accounts receivable 597 827 Deferred revenue 744 500 All deferred revenue as of December 31, 2022 was recognized as revenue during the year ended December 31, 2023. The increase in deferred revenue is due to increased customer billings for revenue not yet delivered for consulting services and subscriptions relating to timing of satisfaction of the Company’s performance obligations. Balances from contracts with customers for the year ended December 31, 2022, consist of the following: End of Year Beginning of Year Accounts receivable $ 600 $ 938 Unbilled accounts receivable 827 33 Deferred revenue 500 821 All deferred revenue as of December 31, 2021 was recognized as revenue during the year ended December 31, 2022. All revenue from contracts with customers was generated in the U.S. and was recognized over time during the years ended December 31, 2023 and 2022. Cost of Revenue Cost of revenue includes expenses related to supporting product offerings. The Company’s primary cost of revenue is personnel costs, including salaries and other personnel-related expense. Cost of revenue also includes costs relating to the Company’s information technology and systems, including depreciation, network costs, data center maintenance, database management and data processing costs. The Company allocates these overhead expenses based on headcount, and thus these expenses are reflected in cost of revenue and each operating expense category. Research and Development Expenses Research and development expenses consist primarily of expenses and overhead costs incurred in developing new products. The Company expenses all research and development costs as incurred. Sales and Marketing Expenses Advertising expenses, which are included in sales and marketing expense in the consolidated statement of operations and comprehensive loss, primarily include promotional expenditures, and are expensed as incurred. The amount incurred for advertising expenses for the years ended December 31, 2023, and 2022 was immaterial. In addition, sales and marketing expenses consist primarily of personnel-related costs, including salaries and wages, benefits, commissions, bonuses and stock-based compensation expense for the Company’s employees engaged in sales and sales support, business development, marketing, corporate partnerships, and customer service functions. Sales and marketing expenses also include costs incurred for market research, tradeshows, branding, marketing, promotional expense, and public relations, as well as facilities and other supporting overhead costs, including depreciation and amortization. General and Administrative Expenses General and administrative expenses consist primarily of salaries, benefits and other related costs, for personnel and consultants in the Company’s executive and finance functions. General and administrative expenses also include professional fees for legal, finance, accounting, intellectual property, auditing, tax and consulting services, travel expenses and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs not otherwise included in research and development expenses or sales and marketing expenses. Stock-Based Compensation The Company measures all stock-based awards granted to employees, directors and non-employees The Company grants stock options and restricted stock awards that are subject to service-based vesting conditions. Compensation expense for awards to employees and directors with service-based vesting conditions is recognized using the straight-line method over the requisite service period, which is generally the vesting period of the respective award. Compensation expense for awards to non-employees The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. The comprehensive loss for the Company equals its net loss plus changes in foreign currency translation for all periods presented. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step Emerging Growth Company From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Following the completion of the Merger on March 28, 2024 (see Note 16), the Company qualified as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses 2016-13”), on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 2016-13 Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 2020-06”). 2020-06 2020-06 In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, |
ANDRETTI ACQUISITION CORP. [Member] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and Shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. In connection with the July 14, 2023 special meeting, shareholders holding an aggregate of 15,105,199 of the Company’s Class A ordinary shares exercised their right to redeem their shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the trust account in connection with such redemptions, approximately $84.2 million remained in the trust account (based on the redemption amount of $10.66 per share). Convertible Promissory Notes—Related Party The Company accounts for its convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC815-15-25, non-cash Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 Co-Investor (see paid-in Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of December 31, 2023, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. Year Ended December 31, Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (638,273 ) $ (224,646 ) $ 1,449,493 $ 390,797 Denominator: Basic and diluted weighted average shares outstanding 16,337,159 5,750,000 21,928,767 5,715,068 Basic and diluted net (loss) income per ordinary share $ (0.04 ) $ (0.04 ) $ 0.07 $ 0.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13–Financial 2016-13”). This 2016-13 2016-13 |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
ANDRETTI ACQUISITION CORP. [Member] | |
Public Offering | NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which included a full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
ANDRETTI ACQUISITION CORP. [Member] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and SOL Verano Blocker 1 LLC, a Delaware limited liability company and a third party institutional accredited investor (the “Sponsor Co-Investor”), purchased |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | 3. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 2,693 $ — $ — $ 2,693 $2,693 $— $— $2,693 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 9,763 $ — $ — $ 9,763 $9,763 $— $— $9,763 Money market funds were valued by the Company based on quoted market prices in active markets, which represent a Level 1 measurement within the fair value hierarchy. The Company’s Senior Notes were revalued at each remeasurement date prior to extinguishment (see Note 6), using inputs that are generally unobservable and reflect management’s estimates of assumptions that market participants would have used in pricing the liability, which represented Level 3 measurements within the fair value hierarchy. For the years ended December 31, 2023 and 2022, there were no transfers between Level 1, Level 2 and Level 3. The following table presents the change in fair value of the Senior Notes for the year ended December 31, 2023: Amounts Balance as of December 31, 2022 $ — Proceeds from issuance of Senior Notes 5,625 Change in fair value of Senior Notes 1,260 Extinguishment of Senior Notes (6,885 ) Balance as of December 31, 2023 $ — The Senior Notes were recorded at fair value upon issuance, equal to the cash proceeds received on the issuance date of the Senior Notes. The loss on extinguishment of the Senior Notes was calculated as the fair value of the Senior Notes immediately after the extinguishment less the fair value of the Senior Notes immediately before the extinguishment, and is recorded within other income (expense), net on the consolidated statement of operations and comprehensive loss. The fair value of the Senior Notes was based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the Senior Notes utilized a probability weighted method with a scenario-based valuation analysis, which incorporated assumptions and estimates to value the Senior Notes and the probability and estimated timing of the conversion or repayment of the Senior Notes. The Company assessed these assumptions and estimates at issuance, on a quarterly basis, and at the date of extinguishment of the Senior Notes, December 15, 2023. The following table presents the assumptions and estimates incorporated into the valuation of the Senior Notes at the initial issuance date and the date of extinguishment of December 15, 2023: December 15, 2023 Issuance Date Time to deSPAC closing (in years) 0.16 0.56 Probability of deSPAC closing 90.00 % 50.00 % Probability of deSPAC not closing 10.00 % 50.00 % Market rate without conversion 32.06 % 31.09 % Discount rate 32.10 % 15.00 % |
ANDRETTI ACQUISITION CORP. [Member] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 86,265,079 $ 239,149,736 Liabilities: Convertible promissory notes – related party 3 2,450,083 — The estimated fair value of the convertible promissory notes was based on the following significant inputs: December 31, 2023 Risk-free interest rate 3.84 % Time to Expiration (in years) 5.16 Expected volatility 10.2 % Exercise price $ 11.50 Dividend yield 0.00 % Share Price $ 10.87 Probability of transaction 90.00 % The following table presents the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2023 $ — Borrowings 2,673,952 Proceeds received in excess of initial fair value of convertible promissory notes (823,091 ) Change in fair value 599,222 Fair value as of December 31, 2023 $ 2,450,083 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2023 2022 Computer equipment $ 630 $ 627 Furniture and fixtures 128 128 Leasehold improvement 26 26 784 781 Less: Accumulated depreciation and amortization (628 ) (467 ) Property and equipment, net $ 156 $ 314 Depreciation and amortization expense of property and equipment for the years ended December 31, 2023, and 2022 was $164 and $176, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2023 2022 Accrued employee compensation and benefits $ 263 $ 705 Accrued professional fees 1,377 1,953 Other 305 486 $ 1,945 $ 3,144 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Senior Notes On June 13, 2023, the Company entered into a senior note purchase agreement with and issued senior promissory notes to certain lenders. Under the agreements, the Company was permitted to issue convertible notes in an aggregate principal amount of up to $20,000 (the “Senior Notes”). The Senior Notes accrued interest at a rate of 20.0% per annum, had a maturity date of June 13, 2024, and could be extended one year from the maturity date at the option of the Company. There were no principal or interest payments due until maturity. On the maturity date, one-fourth The Company was permitted to prepay the Senior Notes and any accrued interest prior to the maturity date. Upon notice of a prepayment by the Company, each noteholder had the option to (in lieu of receiving the prepayment) convert the portion of their respective note subject to prepayment into shares of common stock of the Company at a price per share equal to the fair market value on the date notice of the prepayment is provided. Upon a change of control of the Company prior to the maturity date, each noteholder had the option to receive consideration equal to the amount that the noteholder would have received as though their respective note was converted into Series B-2 B-2 B-2 In the event that the Company completed an equity financing prior to the maturity date in which it sold and issued shares of the Company’s equity securities with gross proceeds exceeding $6,000, each noteholder had the option to convert any accrued and unpaid interest and outstanding principal of their respective note into shares of the newly issued equity securities at a price per share equal to the lesser of (i) 0.85 times the price per share to be paid by the investors in the equity financing and (ii) the Capped Price. Additionally, if the Company consummated an initial public offering (“IPO”) before the maturity date, each Senior Note would automatically convert into shares of common stock equal to the quotient of (i) the amount of any accrued and unpaid interest and any principal of such noteholder’s convertible note outstanding by (ii) the IPO conversion price, which is equal to the lesser of 0.85 times the price per share to be paid by the investors in the IPO and the Capped Price. In the event of a private investment in public equity (“PIPE”) contemporaneously and in connection with the completion of a business combination between the Company and a special purpose acquisition company (a “De-SPAC 0.85 De-SPAC De-SPAC 0.85 Senior Secured Notes On December 15, 2023, the Company entered into a Security Agreement and Senior Secured Note Purchase Agreement (collectively, the “Senior Secured Notes Agreements”) with new and existing noteholders. Under the Senior Secured Notes Agreements, the Company was authorized to issue convertible notes (the “Senior Secured Notes”) in an aggregate principal amount of up to $14,375 and offered to exchange its outstanding Senior Notes for Senior Secured Notes. The Senior Secured Notes accrue interest at a compound rate of 15.0% per annum and mature on December 15, 2026. The Senior Secured Notes Agreements allowed existing noteholders the option to surrender their existing Senior Notes in exchange for Senior Secured Notes of an equal aggregate principal amount plus accrued and unpaid interest. All existing holders of Senior Notes exercised this option. The total principal and accrued interest of Senior Notes exchanged amounted to $5,625 and $557, respectively. The Company determined that the exchange is a debt extinguishment, and recorded a loss on the Senior Notes of $6,864, which was calculated as the fair value of the Senior Notes immediately after the exchange less their fair value immediately before the exchange. The loss on extinguishment of the Senior Notes was recorded within other income (expense), net within the consolidated statement of operations and comprehensive loss. As of December 31, 2023, the Company had issued Senior Secured Notes with an aggregate principal value of $9,057, comprised of $6,182 from the conversion of the Senior Notes and $2,875 of newly issued Senior Secured Notes. The Senior Secured Notes were issued at a substantial premium. Accordingly, the Company accounted for the Senior Secured Notes under the amortized cost model. The premium associated with the Senior Secured Notes, which was recorded as a loss on the issuance date of $11,086 was recorded within other income (expense) and as additional paid-in From the issuance date of the Senior Secured Notes through December 31, 2023, the Company recognized $63 in interest expense, which is recorded in other income (expense), net within the consolidated statement of operations and comprehensive loss. Debt issuance costs incurred in connection with the Senior Secured Notes were $157 and were accounted for as a discount. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Features of Convertible Preferred Stock [Abstract] | |
Convertible Preferred Stock | 7. Convertible Preferred Stock The Company has issued Series Seed Preferred Stock (“Series Seed Preferred Stock”), Series A Preferred Stock (“Series A Preferred Stock”), Series B-1 B-2 As of December 31, 2023 and 2022, the authorized, issued, and outstanding Convertible Preferred Stock and their principal terms were as follows: December 31, 2023 and 2022 Par Preferred Stock Authorized Preferred Stock Issued and Carrying Value Liquidation Preference Common Issuable Conversion Series Seed Preferred Stock $ 0.0001 2,163,527 2,163,527 $ 5,380 $ 5,443 2,163,527 Series A Preferred Stock 0.0001 4,785,883 4,785,883 21,417 21,626 4,785,883 Series B-1 0.0001 6,264,714 5,839,471 30,587 30,760 5,839,471 Series B-2 0.0001 1,433,699 1,433,699 7,332 7,175 1,433,699 14,647,823 14,222,580 $ 64,716 $ 65,004 14,222,580 In August 2020, the Company issued 7,273,170 shares of Series B Preferred Stock. This consisted of 5,839,471 shares of Series B-1 B-2 B-1 As of December 31, 2023 and 2022, the holders of the Convertible Preferred Stock have the following rights and preferences: Voting Rights— as-converted Dividends— Redemption— Liquidation— B-1, B-2 Conversion— B-1 B-2 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | |
Common Stock | 8. Common Stock As of December 31, 2023 and 2022, the Company has 23,500,000 shares of $0.0001 par value common stock authorized. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Convertible Preferred Stock set forth above and as designated by resolution of the Board of Directors. Each share of common stock entitles the holder to one vote, together with the holders of the Convertible Preferred Stock, on all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors, subject to the preferential dividend rights of Convertible Preferred Stock. As of December 31, 2023, the Company has reserved 3,583,937 shares of its common stock to provide for exercise of outstanding stock options, and the future issuance of common stock options and restricted stock awards under the 2018 Stock Incentive Plan and 14,222,580 at December 31, 2023, and 2022 to provide for the potential conversion of shares of Convertible Preferred Stock into common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation 2018 Equity Incentive Plan In 2018, the Board of Directors adopted the 2018 Stock Incentive Plan (the “2018 Plan”). Under the terms of the 2018 Plan, incentive stock options may be granted to employees of the Company and nonqualified stock options, or restricted stock awards may be granted to directors, consultants, employees and officers of the Company. The exercise price of stock options cannot be less than the fair value of the Company’s common stock on the date of grant. The options vest over a period determined by the Board of Directors, generally four years, and expire not more than ten years from the date of grant. The total number of shares of common stock designated for issuance under the 2018 Plan was 4,439,478 as of December 31, 2023, and 2022. As of December 31, 2023, and 2022, there were 216,167 and 170,276 shares, respectively, remaining available for future grants under the 2018 Plan. Shares of unused common stock underlying any stock-based awards that are forfeited, canceled, or reacquired by the Company prior to vesting will again be available for the grant of awards under the 2018 Plan. Stock Option Valuation The Company uses the Black-Scholes option-pricing model to value option grants on the date of grant and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company bases its expected volatility on the volatilities of certain publicly-traded peer companies. Management believes that the historical volatility of the Company’s stock price does not best represent the expected volatility of the stock price. The Company is a privately-held company and therefore lacks company-specific historical and implied volatility information. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the stock options granted. The Company uses the simplified method (an expected term based on the midpoint between the vesting date and the end of the contractual term) to calculate the expected term for awards that qualify as “plain-vanilla” options as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted to employees. The expected dividend yield assumption is based on the Company’s history and expectation of dividend payouts. In determining the exercise prices for options granted, the Company has considered the fair value of the common stock as of the measurement date. The fair value of the common stock has been determined by management with consideration to a third-party valuation, which contemplates a broad range of factors, including the illiquid nature of the investment in the Company’s common stock, the Company’s historical financial performance and financial position, the Company’s future prospects and opportunity for liquidity events, and recent sale and offer prices of common and Convertible Preferred Stock, if any, in private transactions negotiated at arm’s length. The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted: Year Ended December 31, 2023 2022 Fair value per share of underlying common stock $3.39 $5.26 Risk-free interest rate 4.19% - 4.23% 1.61% - 2.95% Expected term (in years) 5.31 - 6.02 5.74 - 6.08 Expected volatility 48.99% - 49.59% 47.94% - 49.25% Expected dividend yield 0% 0% Stock Options Stock option activity under the 2018 Plan during the year ended December 31, 2023, is as follows: Number of Weighted- Average Weighted-Average Aggregate Intrinsic Value Balance at December 31, 2022 3,436,383 $ 2.25 7.87 $ 10,337 Granted 679,000 3.47 Exercised (22,722 ) 1.66 Forfeited and expired (724,891 ) 3.76 Balance at December 31, 2023 3,367,770 $ 2.18 6.98 $ 4,489 Options vested and exercisable at December 31, 2023 2,259,808 $ 1.77 6.21 $ 3,841 Options vested and expected to vest at December 31, 2023 3,367,770 $ 2.18 6.98 $ 4,489 All stock options granted have time-based vesting conditions and vest over a four-year period. The weighted-average grant-date fair value of stock options granted for the years ended December 31, 2023, and 2022 was $1.70 and $2.58 per share, respectively. As of December 31, 2023, there was $1,341 of total unrecognized compensation cost related to unvested stock options. The Company expects to recognize the unrecognized compensation amount over a remaining weighted-average period of 1.74 years. Restricted Common Stock The Company may grant nonvested restricted common stock to employees, directors, and consultants with or without cash consideration. These grants contain certain restrictions on the sale of the shares. Nonvested restricted common stock are not considered issued or outstanding for accounting purposes until they vest. Upon termination of the relationship with a holder of such shares, the Company has the right to repurchase the nonvested restricted common stock shares at the price paid by the holder or, if there was no consideration, a price per share defined in the agreement. The nonvested restricted common stock were issued during the year ended December 31, 2017, at the then current fair value. Amounts paid for nonvested restricted common stock is recorded as a liability until such shares vest. During the year ended December 31, 2022, all of the unvested restricted shares outstanding became fully vested. There was no nonvested restricted common stock at December 31, 2022 or December 31, 2023. Stock-Based Compensation The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock in the consolidated statements of operations and comprehensive loss: Year Ended December 31, 2023 2022 Research and development $ 147 $ 241 Sales and marketing 124 196 General and administrative 455 468 Cost of revenue 50 35 $ 776 $ 940 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 10. Leases Operating leases As a lessee, the Company leases certain office spaces under non-cancelable The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost $ 388 $ 343 Short-term lease cost 9 56 Total lease costs $ 397 $ 399 There were no variable lease costs for the years ended December 31, 2023 and 2022. The following table sets forth supplemental information about the leases for the year ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating liabilities $ 400 $ 347 Right-of-use — 120 Weighted-average remaining lease term – operating leases 0.70 1.60 Weighted-average discount rate – operating leases 11.41 % 11.55 % The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2023: Fiscal Year Amount 2024 $ 261 Thereafter — Total future minimum lease payments 261 Less: imputed interest (9 ) Present value of lease liabilities $ 252 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of (loss) income before provision for income taxes for the years ended December 31, 2023 and December 31, 2022 were: Year Ended December 31, 2023 2022 United States $ (29,823 ) $ (23,561 ) Foreign 109 166 Loss before income taxes $ (29,714 ) $ (23,395 ) The components of the provision for income taxes are as follows: December 31, 2023 2022 Current tax provision Federal $ — $ — State — — Foreign 20 53 Total current tax provision 20 53 Deferred tax provision Federal — — Foreign — — Total deferred tax provision — — Total provision for income taxes $ 20 $ 53 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate for each reporting period is as follows: December 31, 2023 2022 Income at U.S. statutory rate $ (6,272 ) $ (4,822 ) State taxes, net of federal benefit (497 ) (738 ) Foreign rate differential 6 10 Change in valuation allowance 4,289 6,085 Permanent differences 2,600 98 Tax credits (166 ) (214 ) Other 60 (366 ) Total provision for income taxes $ 20 $ 53 The provision for income taxes differs from the expense that would result from applying statutory rates to income before income taxes. The differences primarily result from changes in valuation allowance. Deferred income taxes reflect impact of carryforwards and temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The carryforwards and temporary differences, which give rise to a significant portion of the Company’s deferred tax asset as of December 31, 2023 and December 31, 2022, are as follows: Year Ended December 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 15,264 $ 11,940 Research and development credits 551 331 Depreciation and amortization 20 17 Section 174 capitalized research and development 2,887 2,018 Lease liability 51 128 Other 204 421 Total deferred tax assets 18,977 14,855 Deferred tax liabilities: Right of use asset (49 ) (123 ) Other (9 ) (102 ) Total deferred tax liabilities (58 ) (225 ) Less: Valuation allowance (18,919 ) (14,630 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2023 and December 31, 2022, the Company is in a net deferred tax asset position before valuation allowance. The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient future taxable income. In assessing the realization of the deferred tax assets, the Company considers whether deferred tax assets will not be realized. The Company considers projected future taxable income, scheduled reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. As of December 31, 2023 and December 31, 2022, the Company has considered all available evidence, both positive and negative, and determined that it is more likely than not that the Company’s net deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2023 and 2022. The change in the valuation allowance for years ended December 31, 2023 and 2022 was an increase of $4,289 and $6,085, respectively. As of December 31, 2023, the Company had federal net operating loss carryforwards totaling $62,138, which are available to reduce the Company’s future taxes and have an unlimited carryforward period. The Company had an immaterial amount of net operating losses generated prior to 2018 that expire in 2037. As of December 31, 2023, the Company had state net operating loss carryforwards totaling $37,692. As of December 31, 2023 and 2022, the Company had federal research and development tax credits of $345 and $186, respectively that generally expire at various dates through 2038. As of December 31, 2023 and 2022, the Company had state research and development tax credits of $261 and $184 that generally expire at various dates through 2038. The future realization of the net operating loss carryforwards may be limited by the change in ownership rules under Section 382 of the Internal Revenue Code (“Section 382”). Under Section 382, if a corporation undergoes an ownership change (as defined), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development credit carryforward before utilization. The Company files income tax returns in the U.S. federal tax jurisdiction and in various state and foreign jurisdictions in which it operates and is therefore subject to tax examination by various taxing authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, foreign, state and local income tax authorities for all tax years in which a loss carryforward is available. The Company is currently not under examination by the Internal Revenue Service or any other jurisdiction for any tax years. The Company has not recorded any interest or penalties on any unrecognized tax benefits as of December 31, 2023 and 2022. The Company accounts for uncertain tax positions recognized in the consolidated financial statements following a more-likely-than-not |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 12. Retirement Plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code of 1986 (the “401(k) Plan”). The Company’s 401(k) Plan covers all eligible employees and allows participants to defer a portion of their annual compensation on a pre-tax |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Other Commitments [Line Items] | |
Commitments And Contingencies | 13. Commitments and Contingencies License and Collaboration Agreements During 2018, the Company entered into an exclusive patent license agreement (the “license agreement”), with a term that continued unless terminated by the Company or the licensor. The license agreement contained annual license maintenance fee payments, milestone payments, as well as payments based on a percentage of net sales. Under the license agreement, the Company issued shares of its common stock to the licensor representing four percent of the Company’s capital stock on a fully diluted basis. The license agreement obligated the Company to pay fixed annual license maintenance fees of $100 for the year ended December 31, 2022, and $100 per year thereafter until the Company or the licensor terminates the license. The license agreement obligated the Company to pay fixed milestone payments upon the achievement of certain sales thresholds. The payments total $150, and the maximum sales threshold is $25,000. The Company did not trigger any payments to the licensor during the years ended December 31, 2023, and 2022. The license agreement obligated the Company to pay a royalty calculated as two percent Andretti Agreements On February 10, 2022, the Company entered into a sponsorship agreement for marketing services to be provided by Andretti Autosport Holding Company, LLC (f/k/a Andretti Autosport Holding Company, Inc., “Andretti Global”). The total commitment under the sponsorship agreement is $8,000 and is due and payable over the period of February 2022 through July 2024. Through December 31, 2023, the Company has paid $3,500 under the agreement and for the years ended December 31, 2023 and 2022, the Company recorded $ 2,783 2,435 1,500 3,000 Advisory Agreement On September 13, 2023, the Company entered into an agreement with a third party for advisory services to be provided in connection with a merger or similar transactions. Pursuant to the agreement, in the event of a merger with a special purpose acquisition company in which gross cash raised in the merger is below $ 40,000 750 500 1,250 1,000 250 42 offering of securities by the Company, the third party is entitled to a cash placement fee equal to 5 |
ANDRETTI ACQUISITION CORP. [Member] | |
Other Commitments [Line Items] | |
Commitments And Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration and Shareholders Rights Pursuant to a registration and shareholder rights agreement entered into on January 12, 2022, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that no sales of these securities will be effected until after the expiration of the applicable lockup period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On September 25, 2023, the Company received a letter from RBC Capital Markets, LLC waiving their rights to the deferred underwriting fee subject to the closing of the announced proposed business combination with Zapata Computing. Consulting Agreements On February 16, 2021, the Company entered into a consulting agreement with ICR, LLC (“ICR”), pursuant to which ICR will provide investor and media relations support in connection with the search for a potential Business Combination. The fees in connection with the services rendered are expensed as incurred. In connection with the consulting agreement, a success fee of $250,000 is due and payable solely upon successful completion of a Business Combination. As such, this fee is not reflected on the Company’s consolidated statements of operation or consolidated balance sheets as of December 31, 2023. On December 22, 2022, the Company entered into an engagement letter with KPMG LLP (“KPMG”), pursuant to which KPMG will assist the Company in performing due diligence in connection with the initial Business Combination. The Company paid a $275,000 and $450,554 fee in January 2023 and March 2023, respectively, to KPMG in connection with this arrangement. The fees in connection with the services rendered are expensed as incurred and are payable upon the earlier of the termination of KPMG’s engagement and the closing of the Initial Business Combination. During the year ended December 31, 2023, the Company paid $725,554 towards this engagement and no further balance is due. On January 24, 2023, the Company entered into a letter agreement with Kroll, LLC (“Duff & Phelps”), pursuant to which Duff & Phelps will serve as an independent financial advisor to the Board of the Company and will provide a fairness opinion regarding the initial Business Combination. The Company paid a $50,000 non-refundable On January 24, 2023, the Company entered into an engagement letter with Cassels Brock & Blackwell LLP (“Cassels”), pursuant to which Cassels will represent the Company as Canadian counsel in connection with the initial Business Combination. The fees in connection with the services rendered are expensed as incurred. As of December 31, 2023 the Company recorded $155,000 to accounts payable on the consolidated balance sheet. On February 3, 2023, the Company entered into an engagement letter with Macfarlanes LLP (“Macfarlanes”), pursuant to which Macfarlanes will represent the Company as English law counsel in connection with the initial Business Combination. The fees in connection with the services rendered are expensed as incurred. As of December 31, 2023 the Company had paid Macfarlanes $472,526. The Company does not expect to incur any additional costs from this agreement. On April 12, 2023, the Company entered into an engagement letter with KPMG LLP (“KPMG”), pursuant to which KPMG will assist the Company in performing due diligence in connection with a prospective initial Business Combination. The Company paid a total of $459,870 in fees in April and May 2023 to KPMG in connection with this arrangement. In connection with the engagement letter, an additional $919,740 is due and payable upon successful completion of the Business Combination with a specified target company. The fees in connection with the services rendered are expensed as incurred. On June 12, 2023, the Company entered into a letter agreement with MacKenzie Partners, Inc. (“MacKenzie”), pursuant to which MacKenzie provided advisory, consulting and proxy solicitation services for the Extraordinary General Meeting. The Company agreed to pay MacKenzie a fee of $15,000 plus expenses, payable following the conclusion of the Extraordinary General Meeting. As of December 31, 2023 the Company incurred and paid $26,803 of fees to Mackenzie. On June 26, 2023, the Company entered into an engagement letter with Bass, Berry & Sims PLC (“Bass, Berry & Sims”), pursuant to which Bass, Berry & Sims will represent the Company as outside counsel in connection with the initial Business Combination. The fees in connection with the services rendered are expensed as incurred. As of December 31, 2023, the Company has paid $22,754 and there are no accrued expenses related to this agreement on the consolidated balance sheet. No further fees are expected in connection with this agreement. On August 28, 2023, the Company entered into an engagement letter with Dentons UK and Middle East LLP (“Dentons”), pursuant to which Dentons will provide legal advising on any filings requirements as a result of the transaction in Spain or the United Kingdom. The fees in connection with the services rendered are expensed as incurred and are due upon the completion of the initial business combination. As of December 31, 2023, the Company has incurred $27,763 in fees which are included in accrued expenses on the Company’s consolidated balance sheets. The Company does expect to incur any additional costs from this agreement. On November 7, 2023, the Company entered into a letter agreement with MacKenzie, pursuant to which MacKenzie provided advisory, consulting and proxy solicitation services for the Extraordinary General Meeting in connection with the approval of the Zapata Business Combination. The Company agreed to pay MacKenzie a fee of $17,500 plus expenses, payable following the conclusion of the Extraordinary General Meeting. As of December 31, 2023, the Company accrued $5,000 of fees to Mackenzie which would be due should the Extraordinary General Meeting not occur. Legal Fees As of December 31, 2023 and 2022, the Company had a total of $4,040,000 and $160,000, respectively, of deferred legal fees to be paid to the Company’s legal advisors upon consummation of the Business Combination, which are included in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively. Engagement Letter On July 4, 2023, the Company entered into an engagement letter with Cohen & Company Capital Markets (“Cohen”), pursuant to which Cohen will act as capital markets advisor to the Company in connection with the initial Business Combination. The Company agreed to pay Cohen a fee of (i) $500,000 in cash payable upon the closing of the initial Business Combination, plus (ii) $1,000,000 in either cash or post-Business Combination equity, payable 180 days after the closing of the initial Business Combination plus (iii) $1,000,000 payable in either cash or post-Business Combination equity, payable 270 calendar days following the initial Business Combination. On July 5, 2023, the Company entered into an engagement letter with Kroll Associates, Inc. (“Kroll”), pursuant to which Kroll will provide due diligence services in connection with the initial Business Combination. Non-Redemption On July 6, 2023, the Company and Sponsor, entered into non-redemption “Non-Redemption Non-Redemption “Non-Redeemed consummation of an initial business combination if the investors continue to hold such Non-Redeemed On July 14, 2023, the Company held an extraordinary general meeting of the Company’s shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved amendments (the “Articles Amendment”) to the Articles to (i) extend the date by which the Company must consummate its initial business combination from July 18, 2023 to April 18, 2024, or such earlier date as determined by the Company’s board of directors in its sole and absolute discretion (the “Extension”), and (ii) eliminate the limitation that the Company shall not redeem its Class A ordinary shares included as part of the units sold in the Company’s initial public offering (such shares, including any shares issued in exchange thereof, the “public shares”) that was consummated on January 18, 2022 (the “IPO”) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). In connection with the July 14, 2023 special meeting, shareholders holding an aggregate of 15,105,199 of the Company’s Class A ordinary shares exercised their right to redeem their shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the trust account in connection with such redemptions, approximately $84.2 million remained in the trust account (based on the redemption amount of $10.66 per share). Business Combination Agreement On September 6, 2023, Andretti Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Tigre Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Zapata Computing, Inc., a Delaware corporation (“Zapata”). Merger Consideration At the effective time of the Merger: (i) each share of Zapata’s preferred stock, par value $0.0001 per share (the “Zapata Preferred Stock”) will be converted the right to receive a number of newly issued shares of New Parent Common Stock equal to the Per Share Preferred Stock Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement; (ii) each share of Zapata’s common stock, par value of $0.0001 (the “Zapata Common Stock”) will be converted into the right to receive a number of newly issued shares of New Parent Common Stock equal to the Per Share Common Stock Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement; and (iii) each option to purchase shares of Zapata’s common stock, whether or not exercisable and whether or not vested (each, a “Zapata Option”) will automatically be converted into an option to purchase, on the same terms and conditions as were applicable to such Zapata Option immediately prior to the Effective Time, including applicable vesting conditions, a number of shares of New Parent Common Stock determined in accordance with the terms of the Business Combination Agreement. The aggregate value of the consideration that the holders of Zapata’s securities collectively shall be entitled to receive from Company in connection with the Business Combination shall not exceed $200,000,000 (calculated with each share of New Parent Common Stock deemed to have a value of $10 per share). Other Agreements in Connection with the Business Combination Agreement: Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, SPAC, the Sponsor, and certain key equity holders of the Sponsor entered into a certain Sponsor Support Agreement, which amended and restated in its entirety that certain letter, dated January 12, 2022, by and among such parties. Pursuant to the Sponsor Support Agreement, those certain equity holders who are parties thereto agreed to: (a) vote all shares of the SPAC Common Stock beneficially owned by them (including any additional shares of SPAC Common Stock over which they acquire ownership or the power to vote) in favor of the Merger and all other transactions contemplated by the Business Combination Agreement; (b) the continued lock-up lock-up Additionally, the Sponsor Support Agreement provides that the Sponsor Shares are subject to certain vesting and forfeiture conditions based on: (a) the total dollar amount of cash or cash equivalents available in the Trust Account after any redemptions plus (b) the total amount of financing raised by both SPAC and Zapata (including any bridge financing raised by Zapata prior to the Closing Date) to be consummated prior to the consummation of the Merger (all such amounts, the “Closing Available Cash”) as follows: • If the Closing Available Cash is an amount equal to $ 25 • If the Closing Available Cash is $ 10 30 • If the Closing Available Cash is more than $ 10 30 Any Sponsor Shares subject to vesting will become vested if, within three years of the Closing, the closing price of the New Company Common Stock on the NYSE (or other exchange or other market where the New Company Common Stock is then traded) equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period, or if there is a change of control of the Company. If neither of these events occur within three years of the Closing, then the unvested Sponsor Shares will be forfeited. The vesting provisions were analyzed under ASC 480 and ASC 815 and determined equity classification On December 19, 2023, Andretti and Zapata entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park has agreed to purchase from the Surviving Company, at the option the Surviving Company, up to $ 75,000,000 0.0001 36-month 1,687,500 562,500 may elect to pay the remaining $ 1,125,000 In connection with the Purchase Agreement, on December 19, 2023, Andretti and Zapata also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which the Surviving Company has agreed to file the Lincoln Park Registration Statement with the Securities and Exchange Commission (the “SEC”) within forty-five (45) days following the Closing. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 14. Net Loss per Share The Company applies the two-class two-class two-class two-class Basic net loss per share available to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share available to common shareholders was computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, Convertible Preferred Stock and outstanding stock options to purchase common shares were considered common stock equivalents but had been excluded from the calculation of diluted net loss per share available to common shareholders as their effect was anti-dilutive. In periods in which the Company reports a net loss available to common shareholders, diluted net loss per share available to common shareholders is the same as basic net loss per share available to common shareholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported net loss available to common shareholders for the years ended December 31, 2023, and 2022. The following table sets forth the computation of net loss per common share: Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (29,734 ) $ (23,448 ) Denominator: Weighted-average common shares outstanding, basic and diluted 5,104,642 5,012,722 Net loss per share attributable to common stockholders, basic and diluted $ (5.82 ) $ (4.68 ) The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2023 2022 Convertible preferred stock (as converted to common stock) 14,222,580 14,222,580 Stock options to purchase common stock 3,367,770 3,436,383 17,590,350 17,658,963 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Deficit | 8. Common Stock As of December 31, 2023 and 2022, the Company has 23,500,000 shares of $0.0001 par value common stock authorized. The voting, dividend, and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Convertible Preferred Stock set forth above and as designated by resolution of the Board of Directors. Each share of common stock entitles the holder to one vote, together with the holders of the Convertible Preferred Stock, on all matters submitted to the stockholders for a vote. The holders of common stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors, subject to the preferential dividend rights of Convertible Preferred Stock. As of December 31, 2023, the Company has reserved 3,583,937 shares of its common stock to provide for exercise of outstanding stock options, and the future issuance of common stock options and restricted stock awards under the 2018 Stock Incentive Plan and 14,222,580 at December 31, 2023, and 2022 to provide for the potential conversion of shares of Convertible Preferred Stock into common stock. |
ANDRETTI ACQUISITION CORP. [Member] | |
Shareholders' Deficit | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A Ordinary Shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law. In connection with a Business Combination, the Company may enter into a shareholder’s agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion of the Initial Public Offering. The Class B ordinary shares will automatically convert into Class A Ordinary Shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. While the Company has registered the Class A Ordinary Shares issuable upon exercise of the Public Warrants under the Securities Act as part of the registration statement of which this prospectus forms a part, the Company does not plan on keeping a prospectus current until required to pursuant to the public warrant agreement. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the closing a Business Combination and to maintain the effectiveness of such post-effective amendment or registration statement and a current prospectus relating thereto until the expiration or redemption of the Public Warrants in accordance with the provisions of the public warrant agreement. If such post-effective amendment or registration statement covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of a Business Combination, holders of the Public Warrants may, until such time as there is an effective post-effective amendment or registration statement and during any other period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Public Warrants and (y) use its commercially reasonable efforts to register or qualify for sale the Class A Ordinary Shares issuable upon exercise of the warrants under the blue sky laws to the extent an exemption is not available. Redemption of Public Warrants. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A Ordinary Shares has been at least $18.00 per share (subject to adjustment in compliance with the public warrant agreement) for any ten 20-trading-day The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period or the Company elected to require the exercise of the Public Warrants on a “cashless basis” as described below. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of the Class A Ordinary Shares over the exercise price of the Public Warrants by (y) the “fair market value.” Solely for purposes of this paragraph, the “fair market value” means the volume-weighted average last reported sale price of the Class A Ordinary Shares as reported for the ten In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or holders of the Class B ordinary shares or their respective affiliates, without taking into account any Founder Shares held by the Sponsor, holders of the Class B ordinary shares or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume-weighted average trading price of its Class A Ordinary Shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of December 31, 2023 and 2022 there are 13,550,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. The warrant agreements contain a provision wherein warrant holders can receive an “alternative issuance” (as defined in the applicable warrant agreement), including as a result of a tender offer that constitutes a change of control. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | 15. Related Party Transactions The Company’s Chief Executive Officer and member of the Company’s Board of Directors, as well as the Company’s Chief Technology Officer, entered into a Second Amended and Restated Right of First Refusal and Co-Sale co-sale A member of the Board of Directors of the Company at December 31, 2023 also provides consulting services to the Company. For the years ended December 31, 2023 and 2022, the Company remitted fees of $62 and $62 to the member of its Board of Directors for these services. Additionally, a former member of the Company’s Board of Directors that left the Board of Directors in January 2023 also provided consulting services to the Company. The amount of fees that the Company remitted to the former member of its Board of Directors for the services rendered during the years ended December 31, 2023 and 2022 was immaterial. There was zero due from related parties as of December 31, 2023 and 2022 and an immaterial amount and zero of payables due to related parties as of December 31, 2023 and 2022, respectively. On June 13, 2023, the Company issued two Senior Notes with respective principal amounts of $500 to each of two greater than 5% stockholders of the Company. On June 28, 2023, the Company approved the appointment of a new member of its Board of Directors. The Company issued a Senior Note with a principal amount of $500 to this member on July 2, 2023. In December 2023, all outstanding Senior Notes were canceled and reissued as Senior Secured Notes (see Note 6). Entrance into Business Combination Agreement On September 6, 2023, the Company entered into a business combination agreement with Andretti Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“AAC”) and Tigre Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of AAC (“Merger Sub”) to effectuate a business combination between AAC and the Company. Pursuant to the proposed terms in the business combination agreement, immediately prior to the Closing of the Merger, AAC will change its jurisdiction of incorporation by migrating out of the Cayman Islands and domesticating as a Delaware corporation, changing its name to Zapata Computing Holdings Inc. At the effective time of the business combination, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of AAC. The parent company following completion of the business combination is referred to as the “Surviving Company”. Subject to the terms of the business combination agreement, the existing shareholders of the Company will receive new shares of the combined company (the “New Company Common Stock”) and AAC holders of common stock will exchange their securities of AAC for shares of New Company Common Stock in the Domestication (as defined below). At the effective time of the Merger, the existing stockholders of the Company will be entitled to receive shares of New Company Common Stock and all holders of options to purchase shares of Zapata common stock will be entitled to receive options to purchase New Company Common Stock on the same terms and conditions as were applicable to such Zapata option holders immediately prior to the effective time. The aggregate value of the consideration that holders of Zapata securities collectively shall be entitled to receive in the Merger shall not exceed $200,000, with each share of New Company Common Stock valued at $10.00 per share. In addition, the holders of the Senior Secured Notes may elect to exchange their notes for shares of New Company Common Stock in accordance with their terms. One of AAC’s affiliates, Andretti Global, has preexisting contractual relationships with the Company. In February 2022, Andretti Global entered into i) an enterprise solution subscription agreement and ii) a sponsorship agreement with the Company (see Note 13), both of which expire on December 31, 2024. For the years ended December 31, 2023 and 2022, the Company recorded $1,733 and $1,534, respectively, in revenue related to the enterprise solution subscription agreement. Andretti Global also entered into a managed service agreement with the Company in October 2022. For the years ended December 31, 2023 and 2022, the Company recorded $245 and zero, respectively, in revenue related to the enterprise managed service agreement. For the years ended December 31, 2023 and 2022, the Company recorded $2,783 and $2,435, respectively, in sales and marketing expense related to the sponsorship agreement. The Company recognizes expense for the agreement over the period of service and will recognize $2,783 for year ending December 31, 2024. The remaining committed future payments under the sponsorship agreement at December 31, 2023 include $1,500 in accounts payable at December 31, 2023 and payments of $3,000 due from January to July 2024. The Company considered that these agreements were executed prior to the business combination agreement and were not executed in contemplation of the business combination. Accordingly, Andretti Global is not considered a related party prior to the consummation of the Merger with AAC. |
ANDRETTI ACQUISITION CORP. [Member] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 7,187,500 Class B Ordinary Shares (the “Founder Shares”). On March 2, 2021, the Sponsor transferred 30,000 Founder Shares to Cassandra S. Lee for the consideration of $104.35 (approximately $0.003 per share) and 25,000 Founder Shares to each of Zakary C. Brown, James W. Keyes, Gerald D. Putnam and John J. Romanelli, in each case for the consideration of $86.96 (approximately $0.003 per Founder Share), resulting in the Sponsor holding 7,057,500 Founder Shares. On November 17, 2021, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares for no consideration, thereby reducing the aggregate number of Founder Shares held by the Sponsor to 5,620,000 Founder Shares. Immediately prior to the Initial Public Offering, the Sponsor forfeited 1,430,923 Co-Investor. The Company entered into agreements with the Sponsor Co-Investor, Co-Investor Co-Investor Co-Investor Subject to the Sponsor Co-Investor 1,430,923 Co-Investor Co-Investor accordance with Staff Accounting Bulletin (SAB) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering costs were recorded against additional paid in capital in accordance with the accounting of other offering costs. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) sub-divisions, Company On July 6, 2023, the Company and Sponsor, entered into non-redemption “Non-Redemption Non-Redemption “Non-Redeemed Non-Redeemed Administrative Support Agreement The Company entered into an agreement commencing on January 12, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $15,000 per month for office space and administrative and support services. For the year ended December 31, 2023, the Company incurred $180,000 in fees for these services, of which $30,000 are recorded as accrued expenses in the balance sheet. For the year ended December 31, 2022, the Company incurred and paid $173,710 in fees for these services. Promissory Note — Related Party On January 28, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On December 17, 2021, the Company and the Sponsor agreed to amend the Promissory Note to increase the aggregate principal amount of the Promissory Note to $400,000 and to change the date by which the Promissory Note was payable. The Promissory Note, as amended, was non-interest Convertible Promissory Notes – Related Party In order to finance transaction costs in connection with a Business Combination, the Company issued unsecured promissory notes (collectively, the “Notes”) to the Sponsor on January 25, 2023, Michael M. Andretti, William J. Sandbrook, and William M. Brown all on March 29, 2023 (collectively, the “Payees”), in the amounts of up to $375,000, $500,000, $500,000, and $100,000, respectively. The proceeds of the Notes, which may be drawn down from time to time until the Company consummates the initial Business Combination, will be used for general working capital purposes. The Notes bear interest of 4.50% per annum and are payable in full upon the earlier to occur of (i) the date on which the Company consummates an initial business combination or (ii) the liquidation date of the Company in accordance with its amended and restated memorandum and articles of association. A failure to pay the principal and accrued interest within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be accelerated. At the election of the Payees, up to $1,500,000 of the principal amounts of the Notes may be converted into private placement warrants of the Company, with such terms as are described in the prospectus included in the registration statement on Form S-1 (Reg. No. 333-254627) At December 31, 2023, there was $2,673,952 of cumulative cash advanced under the Notes. The Notes were accounted for at fair value in accordance with ASC 820. The initial advances on the Notes totaling $2,673,952, consisting of draws of $175,000 at January 26, 2023, $725,555 at March 29, 2023, $225,001 at April 27, 2023, $234,869 at May 19, 2023, $713,527 at June 2, 2023 and $300,000 at August 31, 2023 were valued at $119,391 as of January 26, 2023, $492,943 as of March 29, 2023, $153,288 at April 27, 2023, $160,231 at May 19, 2023, $484,828 at June 2, 2023, $204,457 at August 31, 2023 and $300,000 on November 1, 2023 whereas the collective difference of $823,091 was recorded as a credit to shareholders’ deficit. The change in the fair value |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Event [Line Items] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated all events subsequent to December 31, 2023 and through April 2, 2024, which represents the date these consolidated financial statements were available to be issued. Issuance of Senior Secured Notes From January through March 2024, the Company issued $7,150 in aggregate principal amount of Senior Secured Notes, the terms of which are described in Note 6, which includes two Senior Secured Notes with an aggregate principal amount of $1,150 that were issued to third party advisors in lieu of cash payment for services rendered to the Company related to the Merger. Refer to Note 13 and “Capital Markets Advisory Agreements” below. Sponsorship Agreement On March 28, 2024, the Company entered into a sponsorship agreement with Andretti Autosport 1, LLC, an affiliate of Andretti Global. The agreement expires on December 31, 2024. Subject to the agreement, the Company has committed to make payments under the sponsorship agreement in an amount totaling $1,000, due from July to November 2024. Enterprise Solution Subscription Agreement On March 28, 2024, the Company entered into an Order Form under the February 2022 enterprise solution subscription agreement with Andretti Global. Pursuant to the agreement, Andretti Global agreed to pay the Company a total of $1,000 from August to December 2024, subject to the Company’s payment of the sponsorship fee to Andretti Autosport 1, LLC described above. Convertible Notes Due to Related Parties Pursuant to a Deferred Payment Agreement dated as of March 28, 2024, the Surviving Company amended the terms of its convertible notes due to related parties. Pursuant to the amended terms, $326 of the accrued interest outstanding at the Closing of the Merger was paid from the funds available in the trust account at Closing. The aggregate principal balance of the convertible notes plus accrued interest through the Closing of the Merger of $2,518 was deferred at Closing and is due in monthly installments (including interest accruing from the Closing of the Merger though the payment date) beginning thirty days following the effectiveness of the Surviving Company’s registration statement on Form S-1 Collaborative Research Agreement On February 12, 2024, the Company entered into a collaborative research agreement with a third party, pursuant to which the Company and the third party will partner to develop a quantum generative AI application and a hybrid solver over a three-month term. The Company will lead the development of the application. Following the completion of the initial three-month term, the third party will host the quantum generative AI application on its cloud service and provide support services for a period of 24 months. The Company has agreed to make payments in an aggregate amount equal to $2,063 to the third party over the agreement term as consideration for services rendered pursuant to the agreement. The third party contributed $1,000 to the project in the form of a Senior Secured Note, which it did not elect to convert into New Company Common Stock upon the Closing of the Merger and remains outstanding. Business Combination On March 28, 2024, the Company completed its planned Merger with AAC (see Note 15), pursuant to which the Company became a wholly owned subsidiary of AAC. In connection with the Merger, AAC filed an application for deregistration with the Cayman Islands Registrar of Companies and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the state of Delaware, under which AAC was domesticated and continues as a Delaware corporation (the “Domestication”), changing its name to Zapata Computing Holdings Inc. Holders of AAC ordinary shares received shares of New Company Common Stock in the Domestication. At the effective time of the Merger, existing shareholders of the Company received shares of New Company Common Stock in exchange for their respective securities held immediately prior to the consummation of the Merger. Upon the consummation of the Merger, the holders of certain outstanding Senior Secured Notes elected to convert their notes and accrued interest thereon into shares of New Company Common Stock in accordance with their terms. For accounting purposes, the Merger was accounted for as a reverse recapitalization whereby the Company was treated as the accounting acquirer and AAC was treated as the acquired company. On April 1, 2024, in connection with the consummation of the Merger, the New Company Common Stock was listed on the Nasdaq Global Market and the Public Warrants were listed on the Nasdaq Capital Market under the new trading symbols “ZPTA” and “ZPTAW,” respectively. Costs paid by the Company at Closing related to the Merger were $7,227 and will be treated as issuance costs and netted against additional paid-in-capital In contemplation of the Merger, AAC, the Company, the Sponsor, the Sponsor Co-Investor Co-Investor All Unvested Shares will become vested if, within three years of the Closing, the volume-weighted average price of New Company Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Marketing Services Agreement On February 9, 2024, AAC entered into a marketing services agreement with a third party to promote investor engagement, pursuant to which AAC agreed to pay the third party in shares of New Company Common Stock with a value of $300 upon the Closing of the Merger. In connection with the Closing of the Merger, the Company issued 30,706 shares of New Company Common Stock to the third party. Capital Markets Advisory Agreements In March 2024, the Company entered into a placement agent agreement to retain an additional third party for the purpose of raising up to $10,000, for a term of 60 days from the execution of the placement agent agreement. The Company agreed to pay a cash fee equal to 7.0% of the gross amount of cash proceeds received by the Company from investors introduced by the third party directly to the Company (the “Financing Proceeds”). The cash fee was payable from the Company within 7 business days following the Company’s receipt of proceeds from any investors introduced by the third party. In addition, the Company agreed to issue a number of shares of New Company Common Stock equal to 3.0% of the Financing Proceeds divided by $4.50 upon the Closing. The Company made cash payments in an aggregate amount equal to $123 in connection with the receipt of the Financing Proceeds and issued 11,666 shares of New Company Common Stock upon the Closing. On February 9, 2024, AAC and the Company entered into a capital markets advisory agreement with a third party pursuant to which the Company agreed to pay the third party i) $300 for capital markets advisory services provided related to the Merger, and ii) $150 for services provided related to the benefit of the holders of AAC and Zapata securities. On March 27, 2024, AAC and the Company agreed to issue to the third party a Senior Secured Note in the principal aggregate amount of $150 immediately prior to the Closing of the Merger for additional capital markets advisory services provided related to the Merger, which was converted into 33,333 shares of New Company Common Stock at the Closing of the Merger. On February 9, 2024, AAC and the Company entered into an engagement letter with an additional third party, which was amended on February 27, 2024, pursuant to which the third party will continue to act as a non-exclusive S-1 On September 13, 2023, the Company entered into a capital markets advisory agreement with an additional third party, pursuant to which the Company agreed to pay (i) $1,250 for capital markets advisory services provided related to the Merger, and (ii) a placement agent’s fee equal to 5% of the aggregate purchase price paid by each investor of Senior Notes introduced by the third party. In the event the gross cash raised through the Merger was below $ 40,000, 5-day On July 4, 2023, AAC entered into an engagement letter with an additional third party, pursuant to which the third party acted as capital markets advisor to AAC in connection with the Merger. The Company became a party to this agreement upon completion of the Merger. AAC agreed to pay the third party a fee of (i) $500 in cash payable upon the Closing of the Merger, plus (ii) $1,000 in New Company Common Stock, payable 180 days after the Closing of the Merger plus (iii) $1,000 payable in either cash or New Company Common Stock, payable 270 calendar days following the completion of the Merger. On March 25, 2024, AAC and the third party entered into an amendment to the engagement letter, which amendment replaced the fees to be paid pursuant to the original engagement letter with a cash transaction fee of $6,457 and reimbursement of out-of-pocket Legal Services Fees In connection with the Merger, the Company incurred $4,040 of deferred legal fees to be paid to its legal advisors upon consummation of the Merger, which were recorded as deferred legal fees in the historical audited condensed financial statements as of and for the year ended December 31, 2023. On March 26, 2024, the Company entered into a fee letter for legal services rendered in connection with the Merger, pursuant to which the total fee was reduced to $3,700, of which $370 was paid in cash upon the Closing of the Merger and the remaining balance will be paid in equal monthly installments of $278 per month for each of the twelve months following the Closing of the Merger and the effective date of the Surviving Company’s Registration Statement. Purchase Agreement with Lincoln Park On December 19, 2023, AAC and the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from the Surviving Company, at the option of the Surviving Company, an aggregate of up to $75,000 of shares of New Company Common Stock from time to time over a 36-month C F approximately approximately C tment F In connection with the Purchase Agreement, AAC and the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which the Surviving Company will file a registration statement covering the shares of New Company Common Stock that are issuable to Lincoln Park under the Purchase Agreement (including the Commitment Shares) with the SEC within 45 days following the Closing of the Merger. Consulting Agreement On February 16, 2021, AAC entered into a consulting agreement with an additional third party, pursuant to which the third party provided investor and media relations support in connection with the search for a potential business combination. As of the Closing of the Merger, the Company incurred fees of $200 for services rendered under the consulting agreement. On March 25, 2024, the Company amended the consulting agreement, pursuant to which it agreed to pay a total of $200 in equal monthly installments over a six-month Forward Purchase Agreement On March 25, 2024, AAC and the Company entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Sandia Investment Management LP, acting on behalf of certain funds (collectively, “Sandia”), pursuant to which Sandia purchased, from the open market, 1,000,000 shares of Class A ordinary shares of AAC immediately preceding the Closing of the Merger (the “Recycled Shares”) and the Company issued to Sandia 500,000 shares of New Company Common Stock at a purchase price of $10.99 per share (the “Additional Shares”), which represents the maximum number of shares subject to purchase under the Forward Purchase Agreement, subject to adjustment as described below (the “Maximum Number of Shares”). Pursuant to the Forward Purchase Agreement, at the Closing of the Merger, the Surviving Company prepaid to Sandia (the “Prepayment Amount”), (i) with respect to the Recycled Shares, with proceeds from the trust account, a cash amount equal to the (x) product of the number Recycled Shares as noted in a pricing notice delivered by Sandia and (y) $10.99 per share and, (ii) with respect to the Additional Shares, a per share amount equal to $10.99 per share netted against the proceeds from the Additional Shares received from Sandia. In the case of the Recycled Shares, the Prepayment Amount was paid with proceeds from the trust account at the Closing of the Merger. The Prepayment Amount for Additional Shares was netted against the proceeds that Sandia was to pay for the purchase of such Additional Shares, with Sandia being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. To the extent Sandia does not early terminate shares purchased under the Forward Purchase Agreement, as described below, the parties will settle the then outstanding shares held by Sandia upon the Valuation Date, such date being two years from the Closing of the Merger, subject to acceleration under certain circumstances, as described in the Forward Purchase Agreement. On the Cash Settlement Payment Date, which is the ten In addition, during the term of the agreement, Sandia may elect to terminate the transaction in whole or in part by providing a written notice to the Surviving Company, which will specify the quantity by which the number of shares will be reduced (the “Terminated Shares”). The Surviving Company shall be entitled to an amount from the third party, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price (as defined below) on the date of notice. As of the Closing of the Merger, the reset price (the “Reset Price”) is $10.00 per share and will be subject to reset on a monthly basis (each a “Reset Date”), with the first such Reset Date occurring 180 days after the closing date of the Merger to be greater of (a) $4.50 and (b) the 30-day In the event of a Dilutive Offering Reset, the Maximum Number of Shares will be increased to an amount equal to the quotient of (i) 1,500,000 divided by (ii) the quotient of (a) the price of such Dilutive Offering divided by (b) $10.00. In such event, Sandia has the right to purchase more Additional Shares, up to the Maximum Number of Shares, for which the Surviving Company will be required to provide a cash prepayment to Sandia netted against the purchase price for such shares, and such Additional Shares will be subject to the terms of the Forward Purchase Agreement. In addition, the Surviving Company reimbursed Sandia $60 at the Closing for reasonable out-of-pocket |
ANDRETTI ACQUISITION CORP. [Member] | |
Subsequent Event [Line Items] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 29, 2024, the Company was advanced $50,000 on the Notes. Resulting in cash advanced under the Notes of $2,723,952. On February 13, 2024, we held an extraordinary general meeting of our shareholders (the “February 2024 Meeting”) to approve, among other matters, the proposed Business Combination between the Company and Zapata. As the February 2024 Meeting our shareholders approved the Business Combination, which is expected to close promptly after satisfaction or waiver of all remaining closing conditions. In connection with the February 2024 Meeting, shareholders holding an aggregate of 7,669,363 of Class A ordinary shares exercised their right to redeem. Such amounts represented approximately 97.1% of the remaining Class A shares outstanding as of December 31, 2023. On March 11, 2024, the Company was advanced $22,000 on the Notes. The cumulative cash advanced under the Notes as of this filing was $2,745,952. On March 25, 2024, the Company entered into a non-redemption “Non-Redemption Non-Redemption Upon consummation of the Business Combination, the Company shall pay or cause to be paid to the Investors a payment in respect of their respective Investor Shares from cash released from the trust account established in connection with Company’s initial public offering equal to the number of Investor Shares multiplied by the Redemption Price, minus the number of Investor Shares multiplied by $9.00. On March 25, 2024, the Company entered into a Confirmation of an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Sandia Investment Management LP, acting on behalf of certain funds (collectively, “Sandia” or the “Seller”). Pursuant to the Forward Purchase Agreement, Sandia will purchase concurrently with the closing of the Business Combination pursuant to the FPA Funding Amount PIPE Subscription Agreement (as defined below), an aggregate of 1,500,000 shares of common stock of Zapata Computing Holdings Inc., less the number of any shares of Class A ordinary shares purchased by the Investors separately from third parties through a broker in the open market (“Recycled Shares”). Sandia intends, but is not obligated, to purchase Recycled Shares from third parties (other than the Company) through a broker in the open market (other than through the Company). Sandia will not be required to purchase an amount of Zapata Common Stock such that, following such purchase, Sandia’s ownership would exceed 9.9% of the total number of shares of Zapata Common Stock outstanding immediately after giving effect to such purchase, unless Sandia, at its sole discretion, waives such 9.9% ownership limitation. The number of shares subject to the Forward Purchase Agreement (the “Number of Shares”) is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares. The Forward Purchase Agreement provides that Sandia will be paid directly by the Counterparty an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in a pricing date notice to be delivered to the Counterparty and (ii) the redemption price per share as defined in Article 51.5 of Andretti’s Amended and Restated Articles of Association, effective as of January 12, 2022, as amended on July 14, 2023 (the “Articles of Association,” and such redemption price, the “Initial Price”). Such Prepayment Amount will be paid, in the case of Recycled Shares, with proceeds from Andretti’s Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Andretti’s initial public offering and the sale of private placement warrants (the “Trust Account”) no later than the earlier of (a) one business day after the closing date of the Business Combination and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. The Prepayment Amount for Additional Shares (as defined below) will be netted against the proceeds that Sandia is to pay for the purchase of Additional Shares pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, with Sandia being able to reduce the purchase price for the Additional Shares by the Prepayment Amount. Following the closing of the Business Combination, the reset price (the “Reset Price”) will initially be $10.00 per share and will be subject to reset on a monthly basis (each a “Reset Date”) with the first such Reset Date occurring 180 days after the closing date of the Business Combination, to be greater of (a) $4.50 and (b) the 30-day From time to time and on any date following the Business Combination (any such date, an “OET Date”), Sandia may, in its absolute discretion, terminate the Forward Purchase Agreement in whole or in part by providing written notice to the Counterparty (the “OET Notice”), no later than the next Payment Date following the OET Date, which OET Notice shall specify the quantity by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”). The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from Sandia, and Sandia shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties. The valuation date will be the earliest to occur of (a) the second anniversary of the closing date of the Business Combination, (b) the date specified by Sandia in a written notice to be delivered to the Counterparty at Sandia’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination Event, and (c) 90 days after delivery by the Counterparty of a written notice in the event that for any 20 trading days during a 30 consecutive trading day-period VWAP Price is less than the then applicable Reset Price, provided that a Registration Statement was effective and available for the entire Measurement Period and remains continuously effective and available during the entire 90 day notice period (the “Valuation Date”). On the Cash Settlement Payment Date, which is the tenth business day following the last day of the Valuation Period commencing on the Valuation Date, Sandia will pay the Counterparty a cash amount equal to (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied by (B) the volume-weighted daily VWAP Price over the Valuation Period (the “Settlement Amount”); provided, that if the amount of the Settlement Amount Adjustment (as defined below) payable by Counterparty to Sandia is less than the Settlement Amount, then the Settlement Amount Adjustment will be automatically netted from the Settlement Amount and any remaining amount paid in cash. The Counterparty will pay to Sandia on the Cash Settlement Payment Date an amount (the “Settlement Amount Adjustment”) equal to (1) the Number of Shares as of the Valuation Date multiplied by $2.00 per share if the amount is to be paid in cash, or (2) if the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty may at its election pay the Settlement Amount Adjustment to Sandia in shares of Zapata Common Stock, in an amount equal to the product of the Number of Shares as of the Valuation Date multiplied by $2.25; provided, that in certain circumstances as described in the Forward Purchase Agreement, including if a Delisting Event occurs during the Valuation Period, the Settlement Amount Adjustment must be paid in cash. Sandia has agreed to waive any redemption rights under the Articles of Association with respect to any Andretti Ordinary Shares purchased by Sandia as Recycled Shares, that would require redemption by Andretti in connection with the Business Combination. Such waiver may reduce the number of Andretti Ordinary Shares redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 In connection with the entry into the Forward Purchase Agreement, on March 25, 2024, Andretti entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”) with Sandia. Pursuant to the FPA Funding Amount PIPE Subscription Agreement, Sandia agreed to subscribe for and purchase, and Andretti agreed to issue and sell to Sandia, on the closing date of the Business Combination, an aggregate of 1,500,000 shares of Zapata Common Stock, less the number of any Recycled Shares (such shares of Zapata Common Stock, the “Additional Shares”), which Additional Shares shall be subject to the Forward Purchase Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Emerging Growth Company | Emerging Growth Company From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Following the completion of the Merger on March 28, 2024 (see Note 16), the Company qualified as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these consolidated financial statements include, but are not limited to, revenue recognition, the valuation of the Company’s common stock, Convertible Preferred Stock, and stock-based awards. The Company’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions. |
Foreign Currency and Currency Translation | Foreign Currency and Currency Translation The functional currency for the Company’s wholly owned foreign subsidiaries in Canada, Japan, Spain and the United Kingdom is USD, Japanese Yen, Euro and British Pound, respectively. Assets and liabilities of these subsidiaries are translated into United States dollars (“USD”) at the exchange rate in effect on the balance sheet date. Income and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a translation adjustment, which is included in the consolidated statements of convertible preferred stock and stockholders’ deficit as a component of accumulated other comprehensive loss. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in other expense, net in the consolidated statements of operations and comprehensive loss. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents. As of December 31, 2023, and 2022, the amount of cash equivalents included in cash and cash equivalents totaled $2,693 and $9,763, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step |
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at high-quality and accredited financial institutions. The Company performs ongoing credit evaluations of its customers and generally requires no collateral to secure accounts receivable. Accounts receivable is presented after consideration of an allowance for credit losses, which is an estimate of amounts that may not be collectible. In determining the amount of the allowance at each reporting date, the Company makes judgments about general economic conditions, historical write-off As of December 31, 2023, the Company’s accounts receivable was from three main customers, representing approximately 43%, 31% and 26% of the Company’s total accounts receivable. As of December 31, 2022, the Company’s accounts receivable was from three main customers, representing approximately 37%, 35% and 21% of the Company’s total accounts receivable. For the year ended December 31, 2023, the Company had four customers that represented greater than 10% of the Company’s total revenue and revenue recognized from these customers represented approximately 35%, 26%, 20% and 17% of total revenue. For the year ended December 31, 2022, the Company had four customers that represented greater than 10% of the Company’s total revenue, and revenue recognized from these customers represented approximately 30%, 27%, 19% and 15% of total revenue. |
Share-Based Compensation | Stock-Based Compensation The Company measures all stock-based awards granted to employees, directors and non-employees The Company grants stock options and restricted stock awards that are subject to service-based vesting conditions. Compensation expense for awards to employees and directors with service-based vesting conditions is recognized using the straight-line method over the requisite service period, which is generally the vesting period of the respective award. Compensation expense for awards to non-employees The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Restricted Cash | Restricted Cash Restricted cash consists of cash on deposit to secure a letter of credit totaling $137 as of December 31, 2023, and 2022 that is required to be maintained in connection with the Company’s lease arrangements. The letter of credit is expected to be renewed until the lease expiration in 2024. As of December 31, 2023, and 2022, the Company classified its restricted cash as non-current The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 3,332 $ 10,073 Restricted cash 137 137 Total cash, cash equivalents and restricted cash $ 3,469 $ 10,210 |
Deferred Offering Costs | Deferred Offering Costs Deferred transaction costs consist of direct legal, accounting and other fees and costs directly attributable to the Company’s Merger, as defined below, with Andretti Acquisition Corp. (“AAC”) (see Notes 15 and 16). The Company capitalized deferred transaction costs prior to the close of the Merger, which are included in deferred offering costs within the consolidated balance sheet as of December 31, 2023. The Company will reclassify the deferred transaction costs related to the Merger to additional paid-in |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents are carried at fair value in Level 1, determined according to the fair value hierarchy described above (see Note 3). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company’s Senior Notes (see Note 6) are carried at fair value, determined according to level 3 inputs in the fair value hierarchy described above. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of remaining lease term or useful life Costs for capital assets not yet placed into service are capitalized and are depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance that do not improve or extend the life of the respective assets are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such asset group is considered to be impaired, the impairment loss to be recognized is measured based on the excess of the carrying value of the impaired asset group over its fair value. For the years ended December 31, 2023, and 2022, the Company did not recognize any impairment losses on long-lived assets. |
Leases | Leases Effective on January 1, 2022, the Company accounts for leases in accordance with ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company determines whether an arrangement is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date, when control of the underlying asset is transferred from the lessor to the lessee, as operating or finance leases and records a right-of-use The Company enters into contracts that contain both lease and non-lease Non-lease non-lease Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term and are measured using the discount rate implicit in the lease if readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate based upon the available information at the lease commencement date. The Company’s incremental borrowing rate reflects the fixed rate at which the Company could borrow the amount of lease payments in the same currency on a collateralized basis, for a similar term in a similar economic environment. ROU assets are further adjusted for items such as initial direct costs, prepaid rent, or lease incentives. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. The Company’s lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise that option. |
Convertible Notes | Convertible Notes The Company performed an analysis of all of the terms and features of the Senior Notes and the Senior Secured Notes, (collectively, the “Convertible Notes”). The Company elected the Fair Value Option to account for the Senior Notes. The Senior Notes were remeasured at fair value at each balance sheet date until they were converted to Senior Secured Notes (see Note 9). Changes in the fair value of the Senior Notes were recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company elected the option of combining interest expense and the change in fair value as a single line item within the consolidated statements of operations and comprehensive loss. Differences between the fair value of the Senior Notes and the proceeds received were presented within other income (expense), net in the consolidated statements of operations and comprehensive loss. The Company accounts for the Senior Secured Notes at amortized cost, as they were issued at a substantial premium and do not qualify for the Fair Value Option. The Company concluded that the optional conversion features were not required to be bifurcated and separately accounted for as a derivative. Costs related to the issuance of the Senior Secured Notes are recorded as a debt discount and amortized over the term of the Senior Secured Notes and are recorded in other income (expense), net within the consolidated statements of operations and comprehensive loss using the effective interest method. |
Segment Information | Segment Information The Company manages its business as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s chief executive officer, who is the chief operating decision maker, reviews the Company’s financial information on a consolidated basis for purposes of evaluating financial performance and allocating resources. As of December 31, 2023, and 2022, the Company does not have material long-term assets outside the U.S. |
Classification of Convertible Preferred Stock | Classification of Convertible Preferred Stock The Company has classified its Convertible Preferred Stock outside of stockholders’ deficit on the Company’s consolidated balance sheets because the holders of such stock have redemption features and certain liquidation rights in the event of a deemed liquidation that, in certain situations, are not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock. |
Capitalization of Software Development Costs | Capitalization of Software Development Costs The Company incurred software development costs related to development of its quantum computing platform. Given that the Company may sell the platform both as a service as well as a license, the Company evaluates software development costs to determine the point where technological feasibility is established. The Company has determined that technological feasibility is typically concurrently with the release, and therefore there have not been significant costs capitalized through December 31, 2023. Costs incurred in connection with maintenance and customer support are also expensed as incurred. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. Performance obligations in contracts represent distinct or separate goods or services that the Company provides to customers. The Company recognizes revenue using the following steps: 1) identification of the contract, or contracts with a customer, 2) identification of performance obligations in the contract, 3) determination of the transaction price, 4) allocation of the transaction price to the performance obligations in the contract and 5) recognition of revenue when or as the Company satisfies the performance obligations. At contract inception, the Company assesses the goods and services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of goods or services) that is distinct. The Company currently earns revenue primarily from subscriptions to its software platform, referred to as the Orquestra Platform, and services. The Company’s subscriptions to its Orquestra Platform are currently offered as stand-ready access to the Company’s cloud environment for access on an annual or multi-year basis. The Company’s consulting services may result in either single or multiple performance obligations based on the contractual terms. The Company may also offer services in the form of stand-ready scientific and software engineering services, which are typically only offered in conjunction with the Orquestra Platform. The Company evaluates its contracts at inception to determine if the promises represent a single, combined performance obligation or multiple performance obligations. The Company allocates the transaction price to the performance obligations identified. Judgment is required to allocate the transaction price to each performance obligation. The Company utilizes a stand-alone selling price methodology based on observable or estimated prices for each performance obligation. The Company considers market conditions, entity-specific factors, and information about the customer that is reasonably available to the entity when estimating stand-alone selling price for those performance obligations without an observable selling price. The Company’s contracts do not contain rights of return, and any variable consideration as the result of service level agreements has been immaterial. The Company does not have other contractual terms that give rise to variable consideration. Revenue from subscriptions to the Company’s Orquestra Platform to date have only been sold as access to the platform in its hosted environment and are therefore recognized over the contract term on a ratable basis, as the promise represents a stand-ready performance obligation. Revenue from consulting services is generally recognized over time. The Company’s contracts typically contain fixed-fee For consulting services, the Company measures progress toward satisfaction of the performance obligation as the services are provided, and revenue is generally recognized based on the labor hours expended over time. Through this method, the Company recognizes revenue based on the actual labor hours incurred to date compared to the current estimate of total labors hours to satisfy the performance obligation. The Company believes this method best reflects the transfer of control to the customer. This method requires periodic updates to the total estimated hours to complete the contract, and these updates may include subjective assessments and judgments. The Company had limited contracts for which, based on the Company’s determination of the enforceability of payment terms, revenue was recognized at a point in time when payment became enforceable. Revenue from services sold in the form of stand-ready scientific and software engineering services are recognized over the contract term on a ratable basis, as the obligation represents a stand-ready obligation. The Company’s payment terms vary by contract and do not contain significant financing components. Amounts collected in advance of revenue recognized are recorded as deferred revenue in the consolidated balance sheets. The Company’s balances resulting from contracts with customers include the following: Contract Acquisition Costs— The Company capitalizes contract acquisition costs for contracts where the period of the related revenue stream exceeds one year. As of December 31, 2023, 2022 and 2021, capitalized contract acquisition costs of $38, $281, and $84, respectively, were included in prepaid expenses and other current assets and zero, $142, and zero were included in other non-current Accounts Receivable— Deferred Revenue— Balances from contracts with customers for the year ended December 31, 2023, consist of the following: End of Year Beginning of Year Accounts receivable $ 1,341 $ 600 Unbilled accounts receivable 597 827 Deferred revenue 744 500 All deferred revenue as of December 31, 2022 was recognized as revenue during the year ended December 31, 2023. The increase in deferred revenue is due to increased customer billings for revenue not yet delivered for consulting services and subscriptions relating to timing of satisfaction of the Company’s performance obligations. Balances from contracts with customers for the year ended December 31, 2022, consist of the following: End of Year Beginning of Year Accounts receivable $ 600 $ 938 Unbilled accounts receivable 827 33 Deferred revenue 500 821 All deferred revenue as of December 31, 2021 was recognized as revenue during the year ended December 31, 2022. All revenue from contracts with customers was generated in the U.S. and was recognized over time during the years ended December 31, 2023 and 2022. |
Cost of Revenue | Cost of Revenue Cost of revenue includes expenses related to supporting product offerings. The Company’s primary cost of revenue is personnel costs, including salaries and other personnel-related expense. Cost of revenue also includes costs relating to the Company’s information technology and systems, including depreciation, network costs, data center maintenance, database management and data processing costs. The Company allocates these overhead expenses based on headcount, and thus these expenses are reflected in cost of revenue and each operating expense category. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of expenses and overhead costs incurred in developing new products. The Company expenses all research and development costs as incurred. |
Sales and Marketing Expenses | Sales and Marketing Expenses Advertising expenses, which are included in sales and marketing expense in the consolidated statement of operations and comprehensive loss, primarily include promotional expenditures, and are expensed as incurred. The amount incurred for advertising expenses for the years ended December 31, 2023, and 2022 was immaterial. In addition, sales and marketing expenses consist primarily of personnel-related costs, including salaries and wages, benefits, commissions, bonuses and stock-based compensation expense for the Company’s employees engaged in sales and sales support, business development, marketing, corporate partnerships, and customer service functions. Sales and marketing expenses also include costs incurred for market research, tradeshows, branding, marketing, promotional expense, and public relations, as well as facilities and other supporting overhead costs, including depreciation and amortization. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of salaries, benefits and other related costs, for personnel and consultants in the Company’s executive and finance functions. General and administrative expenses also include professional fees for legal, finance, accounting, intellectual property, auditing, tax and consulting services, travel expenses and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs not otherwise included in research and development expenses or sales and marketing expenses. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. The comprehensive loss for the Company equals its net loss plus changes in foreign currency translation for all periods presented. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses 2016-13”), on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 2016-13 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 2020-06”). 2020-06 2020-06 In November 2023, the FASB issued ASU 2023-07, In December 2023, the FASB issued ASU 2023-09, |
ANDRETTI ACQUISITION CORP. [Member] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and Shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. In connection with the July 14, 2023 special meeting, shareholders holding an aggregate of 15,105,199 of the Company’s Class A ordinary shares exercised their right to redeem their shares prior to the redemption deadline on July 12, 2023. Following the withdrawals from the trust account in connection with such redemptions, approximately $84.2 million remained in the trust account (based on the redemption amount of $10.66 per share). |
Convertible Promissory Notes—Related Party | Convertible Promissory Notes—Related Party The Company accounts for its convertible promissory notes under ASC 815, Derivatives and Hedging (“ASC 815”). Under ASC815-15-25, non-cash |
Offering Costs | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 Co-Investor (see paid-in |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” (“ASC 480”) Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’(deficit) equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by charges against additional paid in capital and accumulated deficit. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net (Loss) Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted (loss) income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,500,000 Class A ordinary shares in the aggregate. As of December 31, 2023, the Company had dilutive securities that are Public Warrants that could potentially be exercised into ordinary shares and then share in the earnings of the Company. The warrants are not exercisable until 30 days after the completion of a Business Combination. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. Year Ended December 31, Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (638,273 ) $ (224,646 ) $ 1,449,493 $ 390,797 Denominator: Basic and diluted weighted average shares outstanding 16,337,159 5,750,000 21,928,767 5,715,068 Basic and diluted net (loss) income per ordinary share $ (0.04 ) $ (0.04 ) $ 0.07 $ 0.07 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. The Company had not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon further review of the warrant agreements, management concluded that the Public Warrants and Private Placement Warrants to be issued pursuant to the warrant agreements qualify for equity accounting treatment. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. |
Recently Adopted Accounting Pronouncements | Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13–Financial 2016-13”). This 2016-13 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share | The following table sets forth the computation of net loss per common share: Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (29,734 ) $ (23,448 ) Denominator: Weighted-average common shares outstanding, basic and diluted 5,104,642 5,012,722 Net loss per share attributable to common stockholders, basic and diluted $ (5.82 ) $ (4.68 ) |
Schedule of cash, cash equivalents and restricted cash reported | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows: December 31, 2023 2022 Cash and cash equivalents $ 3,332 $ 10,073 Restricted cash 137 137 Total cash, cash equivalents and restricted cash $ 3,469 $ 10,210 |
Schedule of estimated useful lives of property plant and equipment. | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of remaining lease term or useful life |
Schedule of Balances from contracts with customers | Balances from contracts with customers for the year ended December 31, 2023, consist of the following: End of Year Beginning of Year Accounts receivable $ 1,341 $ 600 Unbilled accounts receivable 597 827 Deferred revenue 744 500 Balances from contracts with customers for the year ended December 31, 2022, consist of the following: End of Year Beginning of Year Accounts receivable $ 600 $ 938 Unbilled accounts receivable 827 33 Deferred revenue 500 821 |
ANDRETTI ACQUISITION CORP [Member] | |
Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share | Year Ended December 31, Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (638,273 ) $ (224,646 ) $ 1,449,493 $ 390,797 Denominator: Basic and diluted weighted average shares outstanding 16,337,159 5,750,000 21,928,767 5,715,068 Basic and diluted net (loss) income per ordinary share $ (0.04 ) $ (0.04 ) $ 0.07 $ 0.07 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Assets Measured at Fair Value On a Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 2,693 $ — $ — $ 2,693 $2,693 $— $— $2,693 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market mutual funds $ 9,763 $ — $ — $ 9,763 $9,763 $— $— $9,763 |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the assumptions and estimates incorporated into the valuation of the Senior Notes at the initial issuance date and the date of extinguishment of December 15, 2023: December 15, 2023 Issuance Date Time to deSPAC closing (in years) 0.16 0.56 Probability of deSPAC closing 90.00 % 50.00 % Probability of deSPAC not closing 10.00 % 50.00 % Market rate without conversion 32.06 % 31.09 % Discount rate 32.10 % 15.00 % |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the change in fair value of the Senior Notes for the year ended December 31, 2023: Amounts Balance as of December 31, 2022 $ — Proceeds from issuance of Senior Notes 5,625 Change in fair value of Senior Notes 1,260 Extinguishment of Senior Notes (6,885 ) Balance as of December 31, 2023 $ — |
ANDRETTI ACQUISITION CORP. [Member] | |
Summary of Assets Measured at Fair Value On a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2023 December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 86,265,079 $ 239,149,736 Liabilities: Convertible promissory notes – related party 3 2,450,083 — |
Fair Value Measurement Inputs and Valuation Techniques | The estimated fair value of the convertible promissory notes was based on the following significant inputs: December 31, 2023 Risk-free interest rate 3.84 % Time to Expiration (in years) 5.16 Expected volatility 10.2 % Exercise price $ 11.50 Dividend yield 0.00 % Share Price $ 10.87 Probability of transaction 90.00 % |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents the changes in the fair value of the Level 3 convertible promissory notes: Fair value as of January 1, 2023 $ — Borrowings 2,673,952 Proceeds received in excess of initial fair value of convertible promissory notes (823,091 ) Change in fair value 599,222 Fair value as of December 31, 2023 $ 2,450,083 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following: December 31, 2023 2022 Computer equipment $ 630 $ 627 Furniture and fixtures 128 128 Leasehold improvement 26 26 784 781 Less: Accumulated depreciation and amortization (628 ) (467 ) Property and equipment, net $ 156 $ 314 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2023 2022 Accrued employee compensation and benefits $ 263 $ 705 Accrued professional fees 1,377 1,953 Other 305 486 $ 1,945 $ 3,144 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Features of Convertible Preferred Stock [Abstract] | |
Summary of Convertible Preferred Stock | As of December 31, 2023 and 2022, the authorized, issued, and outstanding Convertible Preferred Stock and their principal terms were as follows: December 31, 2023 and 2022 Par Preferred Stock Authorized Preferred Stock Issued and Carrying Value Liquidation Preference Common Issuable Conversion Series Seed Preferred Stock $ 0.0001 2,163,527 2,163,527 $ 5,380 $ 5,443 2,163,527 Series A Preferred Stock 0.0001 4,785,883 4,785,883 21,417 21,626 4,785,883 Series B-1 0.0001 6,264,714 5,839,471 30,587 30,760 5,839,471 Series B-2 0.0001 1,433,699 1,433,699 7,332 7,175 1,433,699 14,647,823 14,222,580 $ 64,716 $ 65,004 14,222,580 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of weighted average basis | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of stock options granted: Year Ended December 31, 2023 2022 Fair value per share of underlying common stock $3.39 $5.26 Risk-free interest rate 4.19% - 4.23% 1.61% - 2.95% Expected term (in years) 5.31 - 6.02 5.74 - 6.08 Expected volatility 48.99% - 49.59% 47.94% - 49.25% Expected dividend yield 0% 0% |
Summary of stock option activity under the 2018 plan | Stock option activity under the 2018 Plan during the year ended December 31, 2023, is as follows: Number of Weighted- Average Weighted-Average Aggregate Intrinsic Value Balance at December 31, 2022 3,436,383 $ 2.25 7.87 $ 10,337 Granted 679,000 3.47 Exercised (22,722 ) 1.66 Forfeited and expired (724,891 ) 3.76 Balance at December 31, 2023 3,367,770 $ 2.18 6.98 $ 4,489 Options vested and exercisable at December 31, 2023 2,259,808 $ 1.77 6.21 $ 3,841 Options vested and expected to vest at December 31, 2023 3,367,770 $ 2.18 6.98 $ 4,489 |
Summary of the classification of the company's stock-based compensation expense | The following table below summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock in the consolidated statements of operations and comprehensive loss: Year Ended December 31, 2023 2022 Research and development $ 147 $ 241 Sales and marketing 124 196 General and administrative 455 468 Cost of revenue 50 35 $ 776 $ 940 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of the company's operating lease costs | The following table sets forth information about the Company’s operating lease costs for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Operating lease cost $ 388 $ 343 Short-term lease cost 9 56 Total lease costs $ 397 $ 399 |
Schedule of the leases | The following table sets forth supplemental information about the leases for the year ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of operating liabilities $ 400 $ 347 Right-of-use — 120 Weighted-average remaining lease term – operating leases 0.70 1.60 Weighted-average discount rate – operating leases 11.41 % 11.55 % |
Schedule of maturity of the company's operating lease liabilities | The following table presents the maturity of the Company’s operating lease liabilities as of December 31, 2023: Fiscal Year Amount 2024 $ 261 Thereafter — Total future minimum lease payments 261 Less: imputed interest (9 ) Present value of lease liabilities $ 252 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of (loss) income before provision for income taxes | The components of (loss) income before provision for income taxes for the years ended December 31, 2023 and December 31, 2022 were: Year Ended December 31, 2023 2022 United States $ (29,823 ) $ (23,561 ) Foreign 109 166 Loss before income taxes $ (29,714 ) $ (23,395 ) |
Schedule of components of the provision for income taxes | The components of the provision for income taxes are as follows: December 31, 2023 2022 Current tax provision Federal $ — $ — State — — Foreign 20 53 Total current tax provision 20 53 Deferred tax provision Federal — — Foreign — — Total deferred tax provision — — Total provision for income taxes $ 20 $ 53 |
Schedule of company's effective income tax rate | A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate for each reporting period is as follows: December 31, 2023 2022 Income at U.S. statutory rate $ (6,272 ) $ (4,822 ) State taxes, net of federal benefit (497 ) (738 ) Foreign rate differential 6 10 Change in valuation allowance 4,289 6,085 Permanent differences 2,600 98 Tax credits (166 ) (214 ) Other 60 (366 ) Total provision for income taxes $ 20 $ 53 |
Schedule of significant portion of the company's deferred tax asset | The carryforwards and temporary differences, which give rise to a significant portion of the Company’s deferred tax asset as of December 31, 2023 and December 31, 2022, are as follows: Year Ended December 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 15,264 $ 11,940 Research and development credits 551 331 Depreciation and amortization 20 17 Section 174 capitalized research and development 2,887 2,018 Lease liability 51 128 Other 204 421 Total deferred tax assets 18,977 14,855 Deferred tax liabilities: Right of use asset (49 ) (123 ) Other (9 ) (102 ) Total deferred tax liabilities (58 ) (225 ) Less: Valuation allowance (18,919 ) (14,630 ) Net deferred tax assets (liabilities) $ — $ — |
Net Loss per Share (Table)
Net Loss per Share (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Forth The Computation Of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share: Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (29,734 ) $ (23,448 ) Denominator: Weighted-average common shares outstanding, basic and diluted 5,104,642 5,012,722 Net loss per share attributable to common stockholders, basic and diluted $ (5.82 ) $ (4.68 ) |
Schedule Of Potential Common Shares, Presented Based On Amounts Outstanding | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2023 2022 Convertible preferred stock (as converted to common stock) 14,222,580 14,222,580 Stock options to purchase common stock 3,367,770 3,436,383 17,590,350 17,658,963 |
Description of Organization A_2
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jul. 14, 2023 | Jan. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Date of incorporation | Nov. 02, 2017 | |||
Cash | $ 3,332,000 | $ 10,073,000 | ||
Net Loss | (29,734,000) | (23,448,000) | ||
Accumulated Deficit | $ (89,526,000) | (59,792,000) | ||
ANDRETTI ACQUISITION CORP. [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Date of incorporation | Jan. 20, 2021 | |||
Proceeds from issuance initial public offering | $ 0 | 225,400,000 | ||
Proceeds from sale of private placement warrants | 0 | 13,550,000 | ||
Deferred underwriting fee payable | 0 | 8,050,000 | ||
Fair value of founder shares in excess attributable to anchor investor | 0 | 10,402,810 | ||
Payments to acquire restricted investments | $ 0 | 235,750,000 | ||
Temporary equity, redemption price per share | $ 10.25 | |||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | $ 5,000,001 | ||
Percentage of public shares that can be transferred without any restriction | 15% | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||
Period from the closing of the initial public offering within which business combination shall be completed | 18 months | |||
Number of days within which the public shares shall be redeemed | 10 days | |||
Expenses payable on dissolution | $ 100,000 | |||
Net asset value per share | $ 10.25 | |||
Cash | $ 161,224 | 616,120 | ||
Working Capital | 750,318 | |||
Number of stock bought back by the entity at the redemption price | 15,105,199 | |||
Marketable securities held in Trust Account | $ 84,200,000 | 86,265,079 | 239,149,736 | |
Stock redemption price per share | $ 10.66 | |||
Net Loss | (862,919) | 1,890,290 | ||
Accumulated Deficit | $ (15,290,976) | $ (7,094,451) | ||
ANDRETTI ACQUISITION CORP. [Member] | Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Period from the closing of the initial public offering within which business combination shall be completed, extended term | 24 months | |||
ANDRETTI ACQUISITION CORP. [Member] | Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Prospective assets of acquire as a percentage of fair value of assets in the trust account | 80% | |||
Period from the closing of the initial public offering within which business combination shall be completed, extended term | 21 months | |||
ANDRETTI ACQUISITION CORP. [Member] | Minimum [Member] | Business Combination [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Equity method investment, ownership percentage | 50% | |||
ANDRETTI ACQUISITION CORP. [Member] | Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or rights issued during the period | 13,550,000 | |||
ANDRETTI ACQUISITION CORP. [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Deferred offering costs | $ 23,807,600 | |||
Underwriting fees | 4,600,000 | |||
Deferred underwriting fee payable | 8,050,000 | |||
Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | |||
Other offering costs | $ 754,790 | |||
Payments to acquire restricted investments | $ 235,750,000 | |||
Sale of stock, price per share | $ 10.25 | |||
Term of restricted investments | 185 days | |||
ANDRETTI ACQUISITION CORP. [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or rights issued during the period | 13,550,000 | |||
Class of warrants or rights issue price per share | $ 1 | |||
Proceeds from sale of private placement warrants | $ 13,550,000 | |||
ANDRETTI ACQUISITION CORP. [Member] | Public Shares [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share price | $ 10.25 | |||
ANDRETTI ACQUISITION CORP. [Member] | Public Shares [Member] | Share Price Less Than Ten Point Twenty Five [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share price | $ 10.25 | |||
ANDRETTI ACQUISITION CORP. [Member] | Public Shares [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, shares, new issues | 23,000,000 | |||
Proceeds from issuance initial public offering | $ 230,000,000 | |||
ANDRETTI ACQUISITION CORP. [Member] | Public Shares [Member] | Over-Allotment Option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, shares, new issues | 3,000,000 | |||
Shares issued, price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net (Loss) Income Per Ordinary Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (29,734,000) | $ (23,448,000) |
Denominator: | ||
Basic weighted average shares outstanding | 5,104,642 | 5,012,722 |
Diluted weighted average shares outstanding | 5,104,642 | 5,012,722 |
Basic net (loss) income per ordinary share | $ (5.82) | $ (4.68) |
Diluted net (loss) income per ordinary share | $ (5.82) | $ (4.68) |
Common Stock [Member] | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (29,734,000) | $ (23,448,000) |
ANDRETTI ACQUISITION CORP. [Member] | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (862,919) | $ 1,890,290 |
ANDRETTI ACQUISITION CORP. [Member] | Common Class A [Member] | ||
Denominator: | ||
Basic weighted average shares outstanding | 16,337,159 | 21,928,767 |
Diluted weighted average shares outstanding | 16,337,159 | 21,928,767 |
Basic net (loss) income per ordinary share | $ (0.04) | $ 0.07 |
Diluted net (loss) income per ordinary share | $ (0.04) | $ 0.07 |
ANDRETTI ACQUISITION CORP. [Member] | Common Class A [Member] | Common Stock [Member] | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (638,273) | $ 1,449,493 |
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | ||
Denominator: | ||
Basic weighted average shares outstanding | 5,750,000 | 5,715,068 |
Diluted weighted average shares outstanding | 5,750,000 | 5,715,068 |
Basic net (loss) income per ordinary share | $ (0.04) | $ 0.07 |
Diluted net (loss) income per ordinary share | $ (0.04) | $ 0.07 |
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | Common Stock [Member] | ||
Numerator: | ||
Allocation of net (loss) income, as adjusted | $ (224,646) | $ 390,797 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash Reported (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 3,332 | $ 10,073 | |
Restricted cash | 137 | 137 | |
Total cash, cash equivalents and restricted cash | $ 3,469 | $ 10,210 | $ 31,169 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Property and Equipment Are Stated at Cost Less Accumulated Depreciation and Amortization (Detail) | Dec. 31, 2023 |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Balances From Contracts with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accounts receivable - Begining of year | $ 600 | $ 938 |
Unbilled accounts receivable - Beginning of year | 827 | 33 |
Deferred revenue - Begining of year | 500 | 821 |
Accounts receivable - End of year | 1,341 | 600 |
Unbilled accounts receivable - End of year | 597 | 827 |
Deferred revenue - End of year | $ 744 | $ 500 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jul. 14, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | $ 2,693,000 | $ 9,763,000 | ||
Financing receivable, allowance for credit loss | 0 | 0 | ||
Restircted cash deposit to secure letter of credit | 137,000 | 137,000 | ||
Impairment losses on Long-lived assets | 0 | 0 | ||
Provision for loss on contracts | 0 | 0 | ||
Capitalized contract cost, net | 38,000 | 281,000 | $ 84,000 | |
Prepaid expense and other assets, noncurrent | 0 | 142,000 | $ 0 | |
Amortization of acquisition costs | 75,000 | 275,000 | ||
Income tax examination, penalties and interest accrued | 0 | 0 | ||
Deferred offering costs | 1,943,000 | 0 | ||
Non-US [Member] | ||||
Material asset non current | $ 0 | $ 0 | ||
Customer concentration risk [Member] | Revenue Benchmark [Member] | Major Customer One [Member] | ||||
Concentration risk, percentage | 35% | 30% | ||
Customer concentration risk [Member] | Revenue Benchmark [Member] | Major Customer Two [Member] | ||||
Concentration risk, percentage | 26% | 27% | ||
Customer concentration risk [Member] | Revenue Benchmark [Member] | Major Customer Three [Member] | ||||
Concentration risk, percentage | 20% | 19% | ||
Customer concentration risk [Member] | Revenue Benchmark [Member] | Major Customer Four [Member] | ||||
Concentration risk, percentage | 17% | 15% | ||
Customer concentration risk [Member] | Accounts receivable [Member] | Major Customer One [Member] | ||||
Concentration risk, percentage | 43% | 37% | ||
Customer concentration risk [Member] | Accounts receivable [Member] | Major Customer Two [Member] | ||||
Concentration risk, percentage | 31% | 35% | ||
Customer concentration risk [Member] | Accounts receivable [Member] | Major Customer Three [Member] | ||||
Concentration risk, percentage | 26% | 21% | ||
ANDRETTI ACQUISITION CORP. [Member] | ||||
Cash and cash equivalents | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | ||
Cash, FDIC insured amount | 250,000 | |||
Deferred under writing fees payable | 0 | 8,050,000 | ||
Fair value of founder shares in excess attributable to anchor investor | $ 0 | 10,402,810 | ||
Period to exercise warrants after business combination | 30 days | |||
Number of stock bought back by the entity at the redemption price | 15,105,199 | |||
Marketable securities held in Trust Account | $ 84,200,000 | $ 86,265,079 | $ 239,149,736 | |
Stock redemption price per share | $ 10.66 | |||
ANDRETTI ACQUISITION CORP. [Member] | IPO [Member] | ||||
Deferred offering costs | 23,807,600 | |||
Underwriting Fees | 4,600,000 | |||
Deferred under writing fees payable | 8,050,000 | |||
Fair value of founder shares in excess attributable to anchor investor | 10,402,810 | |||
Other offering costs | $ 754,790 | |||
ANDRETTI ACQUISITION CORP. [Member] | Common Class A [Member] | ||||
Class of warrant or right, Number of securities called by warrants or rights | 11,500,000 |
Public Offering - Additional I
Public Offering - Additional Information (Detail) - ANDRETTI ACQUISITION CORP. [Member] - Common Class A [Member] | Jan. 18, 2022 $ / shares shares |
Public Warrant [Member] | |
Class of warrant or right, number of securities called by each warrant or right | 1 |
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 |
IPO [Member] | |
Stock issued during period, Shares | 23,000,000 |
Shares issued, price per share | $ / shares | $ 10 |
Common stock, conversion basis | Each Unit consists of one Class A Ordinary Share and one-half of one redeemable public warrant (“Public Warrant”). |
Over-Allotment Option [Member] | |
Stock issued during period, Shares | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - ANDRETTI ACQUISITION CORP. [Member] - USD ($) | 12 Months Ended | |
Jan. 18, 2022 | Dec. 31, 2022 | |
Proceeds from issuance of warrants | $ 6,440,000 | |
Common Class A [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | |
Common Class A [Member] | Private Placement [Member] | ||
Class of warrant or right, number of securities called by each warrant or right | 1 | |
The Sponsor And Sponsor Co Investor [Member] | Private Placement [Member] | Private Placement Warrants [Member] | ||
Class of warrant or right warrants issued during period warrants | 13,550,000 | |
Class of warrant or right warrants issued during period price per warrant | $ 1 | |
Proceeds from issuance of warrants | $ 13,550,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value On a Recurring Basis (Detail) - USD ($) | Dec. 31, 2023 | Nov. 01, 2023 | Aug. 31, 2023 | Jun. 02, 2023 | May 19, 2023 | Apr. 27, 2023 | Mar. 29, 2023 | Jan. 26, 2023 | Dec. 31, 2022 |
Fair Value, Recurring [Member] | Money Market Funds [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Assets | $ 2,693,000 | $ 9,763,000 | |||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Assets | 2,693,000 | 9,763,000 | |||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Assets | 0 | 0 | |||||||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Assets | 0 | 0 | |||||||
ANDRETTI ACQUISITION CORP. [Member] | Convertible Promissory Notes [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Liabilities | 2,450,083 | $ 300,000 | $ 204,457 | $ 484,828 | $ 160,231 | $ 153,288 | $ 492,943 | $ 119,391 | 0 |
ANDRETTI ACQUISITION CORP. [Member] | Marketable Securities Held in Trust Account [Member] | |||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||
Assets | $ 86,265,079 | $ 239,149,736 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques (Detail) | Dec. 31, 2023 Year / pure yr | Dec. 15, 2023 | Jun. 13, 2023 |
Measurement Input, Risk Free Interest Rate [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 3.84 | ||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0.16 | 0.56 | |
Measurement Input, Expected Term [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 5.16 | ||
Measurement Input, Option Volatility [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 10.2 | ||
Measurement Input, Exercise Price [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 11.5 | ||
Measurement Input, Expected Dividend Rate [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 0 | ||
Measurement Input, Share Price [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 10.87 | ||
Measurement Input Probability [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 90 | ||
Probability of deSPAC closing [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 90 | 50 | |
Probability of deSPAC not closing [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 10 | 50 | |
Market rate without conversion [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 32.06 | 31.09 | |
Discount rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative Liability, Measurement Input | 32.1 | 15 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation (Detail) - USD ($) | 12 Months Ended | |||||||
Aug. 31, 2023 | Jun. 02, 2023 | May 19, 2023 | Apr. 27, 2023 | Mar. 29, 2023 | Jan. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
ANDRETTI ACQUISITION CORP. [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Convertible Promissory Notes Related Party | |||||||
Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Proceeds from issuance of Senior Notes | $ 300,000 | $ 713,527 | $ 234,869 | $ 225,001 | $ 725,555 | $ 175,000 | $ 2,673,952 | |
Ending Balance | 2,450,083 | |||||||
Senior Notes [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning Balance | 0 | |||||||
Proceeds from issuance of Senior Notes | 5,625,000 | |||||||
Change in fair value of Senior Notes | 1,260,000 | |||||||
Extinguishment of Senior Notes | $ (6,885,000) | |||||||
Ending Balance | 0 | 0 | ||||||
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Beginning Balance | 0 | |||||||
Proceeds from issuance of Senior Notes | 2,673,952 | |||||||
Proceeds received in excess of initial fair value of convertible promissory notes | (823,091) | |||||||
Change in fair value of Senior Notes | 599,222 | |||||||
Ending Balance | $ 2,450,083 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Inputs, Level 3 [Member] | Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Transfers in or out from other levels | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 784 | $ 781 |
Less: Accumulated depreciation and amortization | (628) | (467) |
Property and equipment, net | 156 | 314 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 630 | 627 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 128 | 128 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 26 | $ 26 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 164 | $ 176 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Accrued employee compensation and benefits | $ 263 | $ 705 |
Accrued professional fees | 1,377 | 1,953 |
Other | 305 | 486 |
Accrued expenses and other current liabilities | $ 1,945 | $ 3,144 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 15, 2023 USD ($) | Jun. 13, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Aggregate accrued interest amount of exchanged debt instrument | ||||
Extinguishment of senior notes | $ 6,864 | $ 0 | ||
Senior Notes [Member] | ||||
Aggregate accrued interest amount of exchanged debt instrument | ||||
Debt instrument face value | $ 20,000 | |||
Debt instrument stated rate of interest percentage | 20% | |||
Debt instrument date of maturity | Jun. 13, 2024 | |||
Debt instrument convertible conversion ratio | 0.85 | |||
Proceeds from issuance or sale of equity | $ 6,000 | |||
Senior Notes [Member] | IPO [Member] | ||||
Aggregate accrued interest amount of exchanged debt instrument | ||||
Debt instrument convertible conversion ratio | 0.85 | |||
Senior Notes [Member] | Series B-2 Preferred Stock [Member] | ||||
Aggregate accrued interest amount of exchanged debt instrument | ||||
Debt instrument convertible conversion ratio | 0.85 | |||
Debt instrument converted into amount | $ 250,000 | |||
Senior Secured Notes [Member] | ||||
Aggregate accrued interest amount of exchanged debt instrument | ||||
Debt instrument face value | $ 14,375 | |||
Debt instrument stated rate of interest percentage | 15% | |||
Debt instrument date of maturity | Dec. 15, 2026 | |||
Debt instrument converted into amount | 6,182 | |||
Extinguishment of senior notes | $ 6,864 | |||
Debt instrument issued principal | 9,057 | |||
Proceeds from issuance of debt | 2,875 | |||
Debt securities realized gain(loss) | 11,086 | |||
Interest expense | 63 | |||
Payments of debt issuance costs | $ 157 | |||
Aggregate principal amount of exchanged debt instrument | 5,625 | |||
Aggregate accrued interest amount of exchanged debt instrument | $ 557 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Summary of Convertible Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2020 | |
Temporary Equity [Line Items] | |||
Par Value | $ 5.2676 | ||
Preferred Stock Authorized | 14,647,823 | 14,647,823 | |
Preferred Stock Issued and Outstanding | 14,222,580 | 14,222,580 | |
Carrying Value | $ 64,716 | $ 64,716 | |
Liquidation Preference | $ 65,004 | $ 65,004 | |
Common Stock Issuable Upon Conversion | 14,222,580 | 14,222,580 | |
Series Seed Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 2,163,527 | 2,163,527 | |
Preferred Stock Issued and Outstanding | 2,163,527 | 2,163,527 | |
Carrying Value | $ 5,380 | $ 5,380 | |
Liquidation Preference | $ 5,443 | $ 5,443 | |
Common Stock Issuable Upon Conversion | 2,163,527 | 2,163,527 | |
Series A Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 4,785,883 | 4,785,883 | |
Preferred Stock Issued and Outstanding | 4,785,883 | 4,785,883 | |
Carrying Value | $ 21,417 | $ 21,417 | |
Liquidation Preference | $ 21,626 | $ 21,626 | |
Common Stock Issuable Upon Conversion | 4,785,883 | 4,785,883 | |
Series B-1 Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 6,264,714 | 6,264,714 | |
Preferred Stock Issued and Outstanding | 5,839,471 | 5,839,471 | |
Carrying Value | $ 30,587 | $ 30,587 | |
Liquidation Preference | $ 30,760 | $ 30,760 | |
Common Stock Issuable Upon Conversion | 5,839,471 | 5,839,471 | |
Series B-2 Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 1,433,699 | 1,433,699 | |
Preferred Stock Issued and Outstanding | 1,433,699 | 1,433,699 | |
Carrying Value | $ 7,332 | $ 7,332 | |
Liquidation Preference | $ 7,175 | $ 7,175 | |
Common Stock Issuable Upon Conversion | 1,433,699 | 1,433,699 |
Convertible Preferred Stock -
Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Purchase price of share | $ 5.2676 | ||
Cash proceeds | $ 30,760 | ||
Convertible debt | $ 7,175 | ||
Accrued interest for shares | 1,433,699 | ||
Proceeds from convertible preferred stock | $ 50,000 | ||
Dividend Declared [Member] | |||
Temporary Equity [Line Items] | |||
Dividend declared | $ 0 | ||
Series Seed Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Purchase price of share | $ 0.0001 | $ 0.0001 | |
Amount of preferance receivable | 2.516 | ||
Series A Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Purchase price of share | 0.0001 | 0.0001 | |
Amount of preferance receivable | 4.5187 | ||
Series B Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Issued preferred stock | 7,273,170 | ||
Series B1 Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Issued preferred stock | 5,839,471 | ||
Purchase price of share | 0.0001 | 0.0001 | |
Issuance costs | $ 216 | ||
Amount of preferance receivable | 5.2676 | ||
Series B 2 Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Purchase price of share | 0.0001 | $ 0.0001 | |
Amount of preferance receivable | $ 5.0042 |
Common Stock - Additional Info
Common Stock - Additional Information (Detail) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock, Number of Shares, Par Value and Other Disclosure [Abstract] | |||
Common stock authorized | 23,500,000 | 23,500,000 | |
Par value of common stock | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares outstanding | 3,583,937 | ||
Convertible preferred stock into common stock | 14,222,580 | 14,222,580 |
Stock-Based Compensation- Addit
Stock-Based Compensation- Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares available for future grants | 679,000 | |
Weighted-average grant-date fair value of stock options granted | $ 1.7 | $ 2.58 |
Total unrecognized compensation cost related to unvested stock options | $ 1,341 | |
Unrecognized compensation remaining weighted average period | 1 year 8 months 26 days | |
2018 Plan [Member] | ||
Shares of common stock designated for issuance | 4,439,478 | 4,439,478 |
Shares available for future grants | 216,167 | 170,276 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Weighted Average Basis (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair value per share of underlying common stock | ||
Fair value per share of underlying common stock | $ 3.39 | $ 5.26 |
Risk-free interest rate | Minimum | 4.19% | 1.61% |
Risk-free interest rate | Maximum | 4.23% | 2.95% |
Expected volatility | Minimum | 48.99% | 47.94% |
Expected volatility | Maximum | 49.59% | 49.25% |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Fair value per share of underlying common stock | ||
Expected term (in years) | 5 years 3 months 21 days | 5 years 8 months 26 days |
Maximum [Member] | ||
Fair value per share of underlying common stock | ||
Expected term (in years) | 6 years 7 days | 6 years 29 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity Under the 2018 Plan (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares, Beginning Balance | 3,436,383 | |
Number of Shares, Granted | 679,000 | |
Number of Shares, Exercised | (22,722) | |
Number of Shares, Forfeited and expired | (724,891) | |
Number of Shares, Ending Balance | 3,367,770 | 3,436,383 |
Number of Shares, Options vested and exercisable | 2,259,808 | |
Number of Shares, Options vested and expected to vest | 3,367,770 | |
Weighted- Average Exercise Price, Beginning Balance | $ 2.25 | |
Weighted- Average Exercise Price, Granted | 3.47 | |
Weighted- Average Exercise Price, Exercised | 1.66 | |
Weighted- Average Exercise Price, Forfeited and expired | 3.76 | |
Weighted- Average Exercise Price, Ending Balance | 2.18 | $ 2.25 |
Weighted- Average Exercise Price, Options vested and exercisable | 1.77 | |
Weighted- Average Exercise Price, Options vested and expected to vest | $ 2.18 | |
Weighted-Average Remaining Contractual Term (Years) | 6 years 11 months 23 days | 7 years 10 months 13 days |
Weighted-Average Remaining Contractual Term (Years), Options vested and exercisable | 6 years 2 months 15 days | |
Weighted-Average Remaining Contractual Term (Years), Options vested and expected to vest | 6 years 11 months 23 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 10,337 | |
Aggregate Intrinsic Value, Ending Balance | 4,489 | $ 10,337 |
Aggregate Intrinsic Value, Options vested and exercisable | 3,841 | |
Aggregate Intrinsic Value, Options vested and expected to vest | $ 4,489 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of the Classification of the Company's Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 776 | $ 940 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 147 | 241 |
Sales and marketing [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 124 | 196 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | 455 | 468 |
Cost of revenue [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-Based Payment Arrangement, Expense | $ 50 | $ 35 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Variable lease, cost | $ 0 | $ 0 |
Leases - Schedule of the Compan
Leases - Schedule of the Company's Operating Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | ||
Operating lease cost | $ 388 | $ 343 |
Short-term lease cost | 9 | 56 |
Total lease costs | $ 397 | $ 399 |
Leases - Schedule of the Leases
Leases - Schedule of the Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of operating liabilities | $ 400 | $ 347 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 120 |
Weighted-average remaining lease term – operating leases | 8 months 12 days | 1 year 7 months 6 days |
Weighted-average discount rate – operating leases | 11.41% | 11.55% |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of the Company's Operating Lease Liabilities (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 | $ 261 |
Thereafter | 0 |
Total future minimum lease payments | 261 |
Less: imputed interest | (9) |
Present value of lease liabilities | $ 252 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of (loss) income before provision for income taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (29,823) | $ (23,561) |
Foreign | 109 | 166 |
Loss before income taxes | $ (29,714) | $ (23,395) |
Income Taxes - Schedule of co_2
Income Taxes - Schedule of components of the provision for income taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 20 | 53 |
Total current tax provision | 20 | 53 |
Deferred tax provision | ||
Federal | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax provision | 0 | 0 |
Total provision for income taxes | $ 20 | $ 53 |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Company's Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income at U.S. statutory rate | $ (6,272) | $ (4,822) |
State taxes, net of federal benefit | (497) | (738) |
Foreign rate differential | 6 | 10 |
Change in valuation allowance | 4,289 | 6,085 |
Permanent differences | 2,600 | 98 |
Tax credits | (166) | (214) |
Other | 60 | (366) |
Total provision for income taxes | $ 20 | $ 53 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Portion of the Company's Deferred Tax Asset (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Federal and state net operating loss carryforwards | $ 15,264 | $ 11,940 |
Research and development credits | 551 | 331 |
Depreciation and amortization | 20 | 17 |
Section 174 capitalized research and development | 2,887 | 2,018 |
Lease liability | 51 | 128 |
Other | 204 | 421 |
Total deferred tax assets | 18,977 | 14,855 |
Deferred tax liabilities: | ||
Right of use asset | (49) | (123) |
Other | (9) | (102) |
Total deferred tax liabilities | (58) | (225) |
Less: Valuation allowance | (18,919) | (14,630) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 4,289 | $ 6,085 |
Federal and state net operating loss carryforwards | 62,138 | |
State net operating loss carry forwards | 37,692 | |
Federal research and development tax credits | 345 | 186 |
State research and development tax credits | $ 261 | $ 184 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||
Mar. 28, 2024 | Dec. 19, 2023 | Sep. 13, 2023 | Sep. 06, 2023 | Aug. 28, 2023 | Jul. 14, 2023 | Jul. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 20, 2024 | Mar. 11, 2024 | Jan. 29, 2024 | Nov. 07, 2023 | Jul. 04, 2023 | Jun. 12, 2023 | Apr. 12, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jan. 24, 2023 | Feb. 10, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Mar. 02, 2021 | Feb. 16, 2021 | Aug. 31, 2020 | |
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock shares outstanding | 5,118,553 | 5,095,831 | |||||||||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock par or stated value per share | $ 5.2676 | ||||||||||||||||||||||||
Sales and marketing expenses | $ 5,885,000 | $ 7,286,000 | |||||||||||||||||||||||
Accounts payable current | 6,452,000 | 1,421,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Deferred underwriting commission payable current | $ 8,050,000 | ||||||||||||||||||||||||
Deferred underwriting commission payable per share | $ 0.35 | ||||||||||||||||||||||||
Deferred legal fee | $ 4,040,000 | 160,000 | |||||||||||||||||||||||
Banking regulation, mortgage banking, net worth, minimum | $ 5,000,001 | 5,000,001 | |||||||||||||||||||||||
Number of stock bought back by the entity at the redemption price | 15,105,199 | ||||||||||||||||||||||||
Marketable securities held in trust account | $ 84,200,000 | $ 86,265,079 | $ 239,149,736 | ||||||||||||||||||||||
Stock redemption price per share | $ 10.66 | ||||||||||||||||||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Sponsor Shares [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Percentage of shares will be unvested and subject to forfeiture | 30% | ||||||||||||||||||||||||
Amount Of Cash Available Equal To Twenty Five Million Or More [Member] | Sponsor Shares [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Closing available cash | $ 25,000,000 | ||||||||||||||||||||||||
Amount Of Cash Available Equal To Ten Million Or Less [Member] | Sponsor Shares [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Closing available cash | 10,000,000 | ||||||||||||||||||||||||
Amount Of Cash Available More Than Ten Million But Less Than Twenty Five Million [Member] | Sponsor Shares [Member] | Minimum [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Closing available cash | $ 10,000,000 | ||||||||||||||||||||||||
Sponsor [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Percentage of shares will be unvested and subject to forfeiture | 30% | ||||||||||||||||||||||||
Sponsor [Member] | Sponsor Shares [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||||||||||||||
Mackenzie [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Advisory fees | $ 17,500 | ||||||||||||||||||||||||
Accrued advisory fees | $ 5,000 | ||||||||||||||||||||||||
Andretti Global [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | $ 8,000,000 | ||||||||||||||||||||||||
Andretti Global [Member] | Amount Of Cash Available More Than Ten Million But Less Than Twenty Five Million [Member] | Sponsor Shares [Member] | Maximum [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Closing available cash | $ 25,000,000 | ||||||||||||||||||||||||
Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Sponsor [Member] | Sponsor Shares [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Share price | $ 12 | ||||||||||||||||||||||||
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | |||||||||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Common Class B [Member] | Sponsor [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock shares outstanding | 5,620,000 | 7,057,500 | |||||||||||||||||||||||
Capital Markets Advisor Fee [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Minimum gross proceeds from merger | $ 40,000,000 | ||||||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
License fee payable | $ 100,000 | ||||||||||||||||||||||||
License fee payable per annum in the future | 100,000 | ||||||||||||||||||||||||
Fixed milestone payment payable | 150,000 | ||||||||||||||||||||||||
Maximum sales threshold | $ 25,000,000 | $ 25,000,000 | |||||||||||||||||||||||
Royalty as a percentage of net sales | 2 | 2 | |||||||||||||||||||||||
Payment Of Royalties | $ 0 | $ 0 | |||||||||||||||||||||||
Capital Market Advisory Agreement With Additional Third Party [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | 1,250,000 | ||||||||||||||||||||||||
Minimum gross proceeds from merger | $ 1,250,000 | ||||||||||||||||||||||||
Placement Agent Fees As A Percentage Of Debt Amount Raised | 5% | ||||||||||||||||||||||||
Fees payable in cash if minimum proceeds from merger is not raised | $ 750,000 | ||||||||||||||||||||||||
Portion of the fees payable in cash if minimum proceeds from merger is not raised | $ 500,000 | ||||||||||||||||||||||||
Debt instrument face value | $ 250,000 | ||||||||||||||||||||||||
Closing of the Initial Business Combination [Member] | Capital Markets Advisor Fee [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | $ 500,000 | ||||||||||||||||||||||||
Post Business Combination Event [Member] | Capital Markets Advisor Fee [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | 1,000,000 | ||||||||||||||||||||||||
Post Initial Business Combination [Member] | Capital Markets Advisor Fee [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | 1,000,000 | ||||||||||||||||||||||||
Dentons [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Legal fees | $ 27,763 | ||||||||||||||||||||||||
Subsequent Event [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Debt instrument face value | $ 2,745,952 | $ 50,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Sponsor Shares [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||||||||||||||
Subsequent Event [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Sponsor [Member] | Sponsor Shares [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Share price | $ 12 | ||||||||||||||||||||||||
Subsequent Event [Member] | Capital Market Advisory Agreement With Additional Third Party [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Fees payable monthly instalment | 42,000 | ||||||||||||||||||||||||
Debt instrument face value | $ 1,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Closing of the Initial Business Combination [Member] | Capital Markets Advisor Fee [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | 500,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Post Business Combination Event [Member] | Capital Markets Advisor Fee [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | 1,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Post Initial Business Combination [Member] | Capital Markets Advisor Fee [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Other commitment | $ 1,000,000 | ||||||||||||||||||||||||
KPMG LLP [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Business acquisition cost | $ 459,870 | $ 450,554 | $ 275,000 | ||||||||||||||||||||||
Accrued professional fees | $ 919,740 | ||||||||||||||||||||||||
Payment for professional fees | 725,554 | ||||||||||||||||||||||||
Duff And Phelps [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Estimated Fees Payable | 400,000 | $ 150,000 | |||||||||||||||||||||||
Non refundable retainer fee | $ 50,000 | ||||||||||||||||||||||||
Litigation settlement, expense | 624,918 | ||||||||||||||||||||||||
Payment of litigation expenses | 224,918 | ||||||||||||||||||||||||
Duff And Phelps [Member] | Accrued Liabilities [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Accrued professional fees | 400,000 | ||||||||||||||||||||||||
Cassels Brock And Blackwell LLP [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Accrued professional fees | 155,000 | ||||||||||||||||||||||||
Macfarlanes LLP [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Agreegate professional fees paid | 472,526 | ||||||||||||||||||||||||
MacKenzie Partners, Inc [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Professional fees commitment | $ 15,000 | ||||||||||||||||||||||||
Litigation settlement, expense | 26,803 | ||||||||||||||||||||||||
Bass, Berry Sims PLC [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Agreegate professional fees paid | 22,754 | ||||||||||||||||||||||||
Zapata Computing, Inc [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Purchase price of expected business acquisition | $ 200,000,000 | ||||||||||||||||||||||||
Business acquisition, share price | $ 10 | ||||||||||||||||||||||||
Zapata Computing, Inc [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock par or stated value per share | 0.0001 | ||||||||||||||||||||||||
Preferred stock par or stated value per share | $ 0.0001 | ||||||||||||||||||||||||
Purchase price of expected business acquisition | $ 200,000,000 | ||||||||||||||||||||||||
Business acquisition, share price | $ 10 | ||||||||||||||||||||||||
Consulting Services Agreement [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Success fee payable upon the consummation of business combination | $ 200,000 | ||||||||||||||||||||||||
Consulting Services Agreement [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Success fee payable upon the consummation of business combination | $ 250,000 | ||||||||||||||||||||||||
Non Redemption Agreements [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Shares transferred by sponsor | 875,000 | ||||||||||||||||||||||||
Non Redemption Agreements [Member] | Unaffiliated Third Parties [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock shares outstanding | 3,500,000 | ||||||||||||||||||||||||
Business Combination Agreement [Member] | SPAC Common Stock [Member] | Sponsor [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||||||||||||||
Number of waiting days after which the share trading days are considered | 150 days | ||||||||||||||||||||||||
Business Combination Agreement [Member] | SPAC Common Stock [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | Sponsor [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Share price | $ 12 | ||||||||||||||||||||||||
Business Combination Agreement [Member] | Capital Market Advisory Agreement With Additional Third Party [Member] | SPAC Common Stock [Member] | Sponsor [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Number of trading days for determining the share price | 5 days | ||||||||||||||||||||||||
Lincoln Park Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | ANDRETTI ACQUISITION CORP. [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Common stock shares outstanding | 75,000,000 | ||||||||||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||||||||||||||
Amount of commitment fee | $ 1,687,500 | ||||||||||||||||||||||||
Amount of commitment fee in shares | 562,500 | ||||||||||||||||||||||||
Remaining amount of commitment fee in cash | $ 1,125,000 | ||||||||||||||||||||||||
Sponsor Ship Agreement [Member] | Andretti Global [Member] | |||||||||||||||||||||||||
Other Commitments [Line Items] | |||||||||||||||||||||||||
Payment towards marketing expenses | $ 3,500,000 | ||||||||||||||||||||||||
Sales and marketing expenses | 2,783,000 | $ 2,435,000 | |||||||||||||||||||||||
Accounts payable current | 1,500,000 | ||||||||||||||||||||||||
Other commitements due in one year | $ 3,000,000 |
Net Loss per Share - Schedule O
Net Loss per Share - Schedule Of Forth The Computation Of Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||
Net loss attributable to common stockholders | $ (29,734) | $ (23,448) |
Basic And Diluted Other Earnings Per Share Disclosures [Abstract] | ||
Basic weighted average shares outstanding | 5,104,642 | 5,012,722 |
Diluted weighted average shares outstanding | 5,104,642 | 5,012,722 |
Basic net (loss) income per share | $ (5.82) | $ (4.68) |
Diluted net (loss) income per share | $ (5.82) | $ (4.68) |
Common Stock [Member] | ||
Net Income (Loss) Attributable to Parent [Abstract] | ||
Net loss attributable to common stockholders | $ (29,734) | $ (23,448) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule Of Potential Common Shares, Presented Based On Amounts Outstanding (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, amount | 17,590,350 | 17,658,963 |
Convertible preferred stock (as converted to common stock) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, amount | 14,222,580 | 14,222,580 |
Stock options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share, amount | 3,367,770 | 3,436,383 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | Aug. 31, 2020 $ / shares | |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 14,647,823 | 14,647,823 | ||
Preferred stock par or stated value per share | $ / shares | $ 5.2676 | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 23,500,000 | 23,500,000 | ||
Common stock shares issued | 5,118,553 | 5,095,831 | ||
ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Public Warrants [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, outstanding | 11,500,000 | 11,500,000 | ||
Class of warrants or rights period after which the warrants or rights are exercisable | 30 days | |||
Class of warrants or rights period of expiry | 5 years | |||
Period within which amendment to the registration statement shall be filed from the date of consummation of business combination | 20 days | |||
Period within which amendment to the registration statement shall be effective from the date of consummation of business combination | 60 days | |||
Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | |||
Class of warrants or rights minimum notice period to be given to warrant holders before redemption | 30 days | |||
Number of trading days for determining the share price | 10 days | |||
Public Warrants [Member] | Event Triggering The Redemption Of Public Warrants [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ / shares | $ 18 | |||
Number of trading days for determining the share price | 10 days | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Public Warrants [Member] | Event Triggering The Excerciee Price Of Warrants [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Share price | $ / shares | $ 18 | |||
Shares issued, price per share | $ / shares | $ 9.2 | |||
Percentage of proceeds used or to be used for the consummation of business combination | 60% | |||
Number of trading days for determining the volume weighted average price of shares | 20 days | |||
Volume weighted average price of shares | $ / shares | $ 9.2 | |||
Exercise price of warrants as a percentage of market value of shares | 115% | |||
Exercise price of warrants as a percentage of issue price of shares | 115% | |||
Share redemption trigger price as a percentage of market value of shares | 180% | |||
Share redemption trigger price as a percentage of issue price of shares | 180% | |||
Private Warrants [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, outstanding | 13,550,000 | 13,550,000 | ||
Class of warrants or rights lock in period | 30 days | |||
Common Class A [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||
Common stock shares issued | 0 | 0 | ||
Temporary equity, shares outstanding | 7,894,801 | 23,000,000 | ||
Common stock shares number of votes per share | 1 | |||
Common Class A [Member] | Founder [Member] | Maximum [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of shares outstanding on conversion from one class to another | 20% | |||
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock shares issued | 5,750,000 | 5,750,000 | ||
Temporary equity, shares outstanding | 5,750,000 | 5,750,000 | ||
Common stock shares number of votes per share | 1 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||||||||||||||||
Sep. 06, 2023 | Aug. 31, 2023 | Jul. 06, 2023 | Jun. 02, 2023 | May 19, 2023 | Apr. 27, 2023 | Mar. 29, 2023 | Jan. 26, 2023 | Jan. 18, 2022 | Jan. 12, 2022 | Nov. 17, 2021 | Mar. 02, 2021 | Jan. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2023 | Jun. 28, 2023 | Jun. 13, 2023 | May 23, 2023 | May 17, 2023 | Jan. 25, 2023 | Dec. 17, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common stock shares outstanding | 5,118,553 | 5,095,831 | ||||||||||||||||||||
Revenues | $ 5,683,000 | $ 5,166,000 | ||||||||||||||||||||
Sales and marketing expenses | 5,885,000 | 7,286,000 | ||||||||||||||||||||
Accounts payable current | 6,452,000 | 1,421,000 | ||||||||||||||||||||
Zapata Computing, Inc [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Business Combination, Price of Acquisition, Expected | $ 200,000,000 | |||||||||||||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Repayment of related party debt | $ 240,629 | 0 | 240,629 | |||||||||||||||||||
Cummulative cash advanced | 2,673,952 | |||||||||||||||||||||
Proceeds Received In Excess Of Fair Value Of Convertible Promissory Notes | $ 823,091 | |||||||||||||||||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change In Fair Value Of Convertible Promissory Notes Related Party | |||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Zapata Computing, Inc [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Business Combination, Price of Acquisition, Expected | $ 200,000,000 | |||||||||||||||||||||
Business Acquisition, Share Price | $ 10 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Fair value of liability issues | $ 300,000 | $ 713,527 | $ 234,869 | $ 225,001 | $ 725,555 | $ 175,000 | $ 2,673,952 | |||||||||||||||
Notes Payable, Fair Value Disclosure | $ 204,457 | $ 484,828 | $ 160,231 | $ 153,288 | 492,943 | $ 119,391 | 2,450,083 | 0 | $ 300,000 | |||||||||||||
Proceeds Received In Excess Of Fair Value Of Convertible Promissory Notes | 823,091 | |||||||||||||||||||||
Change In Fair Value Of Convertible Promissory Notes Related Party | 599,222 | |||||||||||||||||||||
Fair value of notes | 2,450,083 | |||||||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 20,000,000 | |||||||||||||||||||||
Debt instrument interest rate | 20% | |||||||||||||||||||||
Fair value of liability issues | 5,625,000 | |||||||||||||||||||||
Fair value of notes | $ 0 | $ 0 | ||||||||||||||||||||
Non Redemption Agreements [Member] | ANDRETTI ACQUISITION CORP. [Member] | Unaffiliated Third Parties [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common stock shares outstanding | 3,500,000 | |||||||||||||||||||||
Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||||||||||||||
Common stock shares outstanding | 5,750,000 | 5,750,000 | ||||||||||||||||||||
Common Class B [Member] | Non Redemption Agreements [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Shares transferred by sponsor | 875,000 | |||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note Issued To Related Party [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 375,000 | |||||||||||||||||||||
Debt instrument conversion price per share | $ 1 | |||||||||||||||||||||
Debt instrument interest rate | 4.50% | |||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note Issued To Related Party [Member] | ANDRETTI ACQUISITION CORP. [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note Issued To Related Party [Member] | Amendement To The Promissory Note [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 300,000 | $ 400,000 | ||||||||||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction expenses payable per month | $ 15,000 | 180,000 | ||||||||||||||||||||
Related party transaction selling general and administrative expenses | $ 173,710 | |||||||||||||||||||||
Sponsor [Member] | Administrative Support Agreement [Member] | ANDRETTI ACQUISITION CORP. [Member] | Accrued Liabilities [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Related party transaction expenses payable per month | $ 30,000 | |||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock issued during the period shares for services | 7,187,500 | |||||||||||||||||||||
Common stock shares outstanding | 5,620,000 | 7,057,500 | ||||||||||||||||||||
Share based compensation stock shares forfeited during the period | 1,437,500 | |||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Condition For The Transfer Of Founder Shares Before The Lock In Period [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Lock in period of shares one | 1 year | |||||||||||||||||||||
Share price | $ 12 | |||||||||||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||||||||||
Lock in period for shares two | 150 days | |||||||||||||||||||||
Sponsor [Member] | Common Class B [Member] | Sponsor Co Investor [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock issued during the period shares for services | 1,430,923 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 43 | |||||||||||||||||||||
Percentage of outstanding shares | 25% | |||||||||||||||||||||
Class of warrants or rights issued during the period units | 3,450,000 | |||||||||||||||||||||
Maximum percentage of shares issued to related party that may be transferred inter se | 100% | |||||||||||||||||||||
Equity fair value | $ 10,402,810 | |||||||||||||||||||||
Fair value per share | $ 7.27 | |||||||||||||||||||||
Michael M. Andretti [Member] | Unsecured Promissory Note Issued To Related Party [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | 500,000 | $ 1,400,000 | $ 800,000 | |||||||||||||||||||
William J. Sandbrook [Member] | Unsecured Promissory Note Issued To Related Party [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | 500,000 | 1,400,000 | 800,000 | |||||||||||||||||||
William M. Brown [Member] | Unsecured Promissory Note Issued To Related Party [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 100,000 | $ 280,000 | $ 160,000 | |||||||||||||||||||
Director [Member] | Consulting Services [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Professional fees | $ 62,000 | 62,000 | ||||||||||||||||||||
Other liabilities current | 0 | 0 | ||||||||||||||||||||
Greater Than Five Percent Stockholder Of The Company One [Member] | Senior Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 500,000 | |||||||||||||||||||||
Greater Than Five Percent Stockholder Of The Company Two [Member] | Senior Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 500,000 | |||||||||||||||||||||
New Director [Member] | Senior Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument face value | $ 500,000 | |||||||||||||||||||||
Andretti Global [Member] | Enterprise Solution Subscription Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenues | 1,733,000 | 1,534,000 | ||||||||||||||||||||
Andretti Global [Member] | Managed Service Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revenues | 245,000 | 0 | ||||||||||||||||||||
Andretti Global [Member] | Sponsor Ship Agreement [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Sales and marketing expenses | 2,783,000 | $ 2,435,000 | ||||||||||||||||||||
Expenses to be recognized in the next twelve months | 2,783,000 | |||||||||||||||||||||
Accounts payable current | 1,500,000 | |||||||||||||||||||||
Other commitements due in one year | $ 3,000,000 | |||||||||||||||||||||
Cassandra S Lee [Member] | Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Inter se transfer of shares | 30,000 | |||||||||||||||||||||
Inter se transfer of shares value | $ 104.35 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 0.003 | |||||||||||||||||||||
Zakary C Brown [Member] | Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Inter se transfer of shares | 25,000 | |||||||||||||||||||||
Inter se transfer of shares value | $ 86.96 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 0.003 | |||||||||||||||||||||
James W Keyes [Member] | Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Inter se transfer of shares | 25,000 | |||||||||||||||||||||
Inter se transfer of shares value | $ 86.96 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 0.003 | |||||||||||||||||||||
Gerald D Putnam [Member] | Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Inter se transfer of shares | 25,000 | |||||||||||||||||||||
Inter se transfer of shares value | $ 86.96 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 0.003 | |||||||||||||||||||||
Johan J Romanelli [Member] | Sponsor [Member] | Common Class B [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Inter se transfer of shares | 25,000 | |||||||||||||||||||||
Inter se transfer of shares value | $ 86.96 | |||||||||||||||||||||
Inter se transfer of shares value per share | $ 0.003 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||||||||||||||||||
Mar. 28, 2024 | Mar. 27, 2024 | Mar. 26, 2024 | Mar. 25, 2024 | Mar. 20, 2024 | Mar. 01, 2024 | Feb. 09, 2024 | Dec. 19, 2023 | Sep. 13, 2023 | Jan. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | Mar. 11, 2024 | Feb. 12, 2024 | Feb. 01, 2024 | Jan. 29, 2024 | Jul. 04, 2023 | Jun. 13, 2023 | Mar. 31, 2023 | Feb. 10, 2022 | Nov. 17, 2021 | Mar. 02, 2021 | Feb. 16, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 5,118,553 | 5,095,831 | ||||||||||||||||||||||
Payment of stock issuance costs | $ 336,000 | $ 0 | ||||||||||||||||||||||
Professional fees payable | 1,377,000 | 1,953,000 | ||||||||||||||||||||||
Deferred Legal Fees [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Professional fees payable | $ 3,700,000 | 4,040,000 | ||||||||||||||||||||||
Senior Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 20,000,000 | |||||||||||||||||||||||
Debt instrument stated rate of interest percentage | 20% | |||||||||||||||||||||||
Consulting Services Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Success fee payable upon the consummation of business combination | $ 200,000 | |||||||||||||||||||||||
Capital Markets Advisor Fee [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Minimum gross proceeds from merger | $ 40,000,000 | |||||||||||||||||||||||
Capital Market Advisory Agreement With Additional Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 250,000 | |||||||||||||||||||||||
Other commitment | $ 1,250,000 | |||||||||||||||||||||||
Placement agent fees as a percentage of debt amount raised | 5% | |||||||||||||||||||||||
Threshold minimum gross proceeds from merger | $ 40,000,000 | |||||||||||||||||||||||
Minimum gross proceeds from merger | 1,250,000 | |||||||||||||||||||||||
Fees payable in cash if minimum proceeds from merger is not raised | 750,000 | |||||||||||||||||||||||
Portion of the fees payable in cash if minimum proceeds from merger is not raised | $ 500,000 | |||||||||||||||||||||||
Number of days post merger based on which trading volume is determined | 30 days | |||||||||||||||||||||||
Sponsor [Member] | Capital Market Advisory Agreement With Additional Third Party [Member] | Business Combination Agreement [Member] | SPAC Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of trading days for determining the share price | 5 days | |||||||||||||||||||||||
Andretti Global [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 8,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payment of merger costs | $ 7,227,000 | |||||||||||||||||||||||
Stock issued during the period shares restructuring | 17,696,425 | |||||||||||||||||||||||
Class of warrants or rights aggregate number of securities covered | 3,016,409 | |||||||||||||||||||||||
Threshold cash limit minimum | $ 10,000,000 | |||||||||||||||||||||||
Threshold cash limit maximum | 25,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | OTC Equity Prepaid Forward Transaction With Sandia Investment Management LP [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued during the period shares new issues | 500,000 | |||||||||||||||||||||||
Open market purchase of shares by an investee | 1,000,000 | |||||||||||||||||||||||
Sale of stock issue price per share | $ 10.99 | |||||||||||||||||||||||
Prepayment per share on recycled shares | 10.99 | |||||||||||||||||||||||
Prepayment per share | $ 10.99 | |||||||||||||||||||||||
Derivatives term | 2 years | |||||||||||||||||||||||
Number of business days within which the cash shall be settled | 10 days | |||||||||||||||||||||||
Settlement amount per share | $ 2 | |||||||||||||||||||||||
Settlement adjustment per share | 2.25 | |||||||||||||||||||||||
Reset price per share | $ 10 | |||||||||||||||||||||||
Number of days after which reset is made | 180 days | |||||||||||||||||||||||
Reset price threshold one | $ 4.5 | |||||||||||||||||||||||
Numerator to be considered for additional number of shares to be issued | $ 1,500,000,000 | |||||||||||||||||||||||
Factor to be considered for additional number of shares to be issued | $ 10 | |||||||||||||||||||||||
Payment of out of pocket costs | $ 60,000 | |||||||||||||||||||||||
Payment for recycled shares | 50,000 | |||||||||||||||||||||||
Quarterly fee payable | 5,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Collaborative Research Agreement With Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 2,063,000 | |||||||||||||||||||||||
Secured debt | $ 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Deferred Payment Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payment of interest | 326,000 | |||||||||||||||||||||||
Convertible debt current | $ 2,518,000 | |||||||||||||||||||||||
Debt instrument stated rate of interest percentage | 4.50% | |||||||||||||||||||||||
Subsequent Event [Member] | Senior Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 7,150,000 | |||||||||||||||||||||||
Interest component of debt settled by way of shares | $ 14,661,000 | |||||||||||||||||||||||
Debt conversion converted number of shares issued | 3,257,876 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.5 | |||||||||||||||||||||||
Secured debt | $ 2,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Percentage of shares subject to forfeiture | 30% | |||||||||||||||||||||||
Subsequent Event [Member] | Common Class B [Member] | Sponsor Shares [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock shares unvested and subject to forfeiture | 1,423,500 | |||||||||||||||||||||||
Actual unvested shares liable to forfeiture | 1,129,630 | |||||||||||||||||||||||
Subsequent Event [Member] | New Company Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued during the period shares new issues | 11,666 | |||||||||||||||||||||||
Subsequent Event [Member] | Marketing Services Agreement [Member] | New Company Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Stock issued during the period shares for services | 30,706 | |||||||||||||||||||||||
Stock issued during the period value for services | $ 300,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Financing Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Period within which proceeds shall be raised | 60 days | |||||||||||||||||||||||
Common Stock Shares Subscribed But Unissued Value | $ 10,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Market Advisory Agreements [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Cash fee as a percentage of gross proceeds | 7% | |||||||||||||||||||||||
Number of days within which the fees shall be paid | 7 days | |||||||||||||||||||||||
Fees issuable in shares as a percentage of financing proceeds | 3% | |||||||||||||||||||||||
Divisor considered for fees to be settled by way of shares | $ 4.5 | |||||||||||||||||||||||
Payment of stock issuance costs | $ 123,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Market Advisory Agreement With With A Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 300,000 | |||||||||||||||||||||||
Debt conversion converted number of shares issued | 33,333 | |||||||||||||||||||||||
Debt instrument converted into equity value | $ 150,000 | 150,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Fee Letter For Legal Services Rendered [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Portion of the legal fees paid in the cash | 370,000 | |||||||||||||||||||||||
Remaining legal fees payable monthly instalment | $ 278,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Amendment To The Consulting Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Aggregate professional fees payable in monthly instalments | $ 200,000 | |||||||||||||||||||||||
Latest date by which the fees is required to be settled | Jun. 30, 2024 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Markets Advisor Fee [Member] | Closing of the Initial Business Combination [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 500,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Markets Advisor Fee [Member] | Post Business Combination Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Markets Advisor Fee [Member] | Post Initial Business Combination [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Engagement Letter With An Additional Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 1,800,000 | |||||||||||||||||||||||
Term of agreement | 18 months | |||||||||||||||||||||||
Amount of fees waivable | $ 300,000 | |||||||||||||||||||||||
Fees prepayable after the waiver | 1,800,000 | $ 1,500,000 | ||||||||||||||||||||||
Minimum proceeds from financing | $ 15,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Market Advisory Agreement With Additional Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | 1,000,000 | |||||||||||||||||||||||
Fees Payable Monthly Instalment | 42,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Capital Market Advisory Amendment Agreement With Additional Third Party [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | 1,000,000 | |||||||||||||||||||||||
Fees Payable Monthly Instalment | 42,000 | |||||||||||||||||||||||
Loss contingency loss in period | 292,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Advisory Agreements For Capital Markets [Member] | Senior Notes [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | 1,150,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Engagement Letter With Additional Third Party As Amended [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payment of cash trnasaction fees | 6,457,000 | |||||||||||||||||||||||
Out of pocket expenses paid in cash | $ 11,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Sponsor Shares [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Sponsor Shares [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Share price | $ 12 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Business Combination Agreement [Member] | SPAC Common Stock [Member] | OTC Equity Prepaid Forward Transaction With Sandia Investment Management LP [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of trading days for determining the share price | 30 days | |||||||||||||||||||||||
Subsequent Event [Member] | Andretti Autosport One LLC [Member] | Sponsor Ship Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | 1,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor Co Investor And Certain Directors [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Threshold cash limit | $ 10,000,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Sponsor Co Investor And Certain Directors [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 5,750,000 | |||||||||||||||||||||||
Common stock shares outstanding and subject to forfeiture | 1,005,000 | |||||||||||||||||||||||
Common stock shares outstanding and not subject to forfeiture | 4,745,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Andretti Global [Member] | Enterprise Solution Subscription Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 1,000,000 | |||||||||||||||||||||||
Sandia Investment Management LP [Member] | Subsequent Event [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock subscribed but not issued shares | 1,500,000 | |||||||||||||||||||||||
Sandia Investment Management LP [Member] | Subsequent Event [Member] | Forward Purchase Agreement [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of shares to be purchased upon business combination | 1,500,000 | |||||||||||||||||||||||
Initial reset price | $ 10 | |||||||||||||||||||||||
Reset price, initial reset date from business combination | 180 days | |||||||||||||||||||||||
Reset price description after initial reset | greater of (a) $4.50 and (b) the 30-day volume weighted average price of shares of Zapata Common Stock (for any scheduled trading day, the “VWAP Price”) immediately preceding such Reset Date | |||||||||||||||||||||||
Reset price exemption | However, certain transactions do not constitute Dilutive Offerings, including, among other things, grants or issuances under the Counterparty’s equity compensation plans, shares issued upon conversion of Senior Secured Promissory Notes pursuant to the Senior Secured Note Purchase Agreement, dated December 15, 2023, by and among Zapata Computing, Inc. and the investors named therein, shares issued in connection with the Business Combination, securities issued in connection with costs and expenses incurred in connection with the Business Combination, securities issued, at a price no less than the lesser of $10.00 and the VWAP Price for any consecutive 10 trading days (provided that such VWAP Price shall be no lower than $7.50, and if it is, then $7.50), prior to or no more than 60 days following the consummation of the Business Combination, any securities issued in connection with the FPA Funding Amount PIPE Subscription Agreement, and any drawdown on the Purchase Agreement, dated as of December 19, 2023, by and among Andretti, Zapata Computing, Inc. and Lincoln Park Capital Fund, LLC (the “Purchase Agreement”), occurring during the 180 days after the effectiveness of the registration statement registering shares of Zapata Common Stock to be issued pursuant to such Purchase Agreement. | |||||||||||||||||||||||
Share purchase settlement amount description | (1) the Number of Shares as of the Valuation Date multiplied by $2.00 per share if the amount is to be paid in cash, or (2) if the Settlement Amount Adjustment exceeds the Settlement Amount, the Counterparty may at its election pay the Settlement Amount Adjustment to Sandia in shares of Zapata Common Stock, in an amount equal to the product of the Number of Shares as of the Valuation Date multiplied by $2.25; provided, that in certain circumstances as described in the Forward Purchase Agreement, including if a Delisting Event occurs during the Valuation Period, the Settlement Amount Adjustment must be paid in cash. | |||||||||||||||||||||||
Sandia Investment Management LP [Member] | Subsequent Event [Member] | Maximum [Member] | Forward Purchase Agreement [Member] | ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Maximum percentage of ownership after share purchase | 9.90% | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Payment of stock issuance costs | $ 85,000 | $ 417,146 | ||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 5,750,000 | 5,750,000 | ||||||||||||||||||||||
Stock issued during the period value for services | $ 25,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 0 | 0 | ||||||||||||||||||||||
Class of warrants or rights aggregate number of securities covered | 11,500,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Consulting Services Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Success fee payable upon the consummation of business combination | $ 250,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Capital Markets Advisor Fee [Member] | Closing of the Initial Business Combination [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | 500,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Capital Markets Advisor Fee [Member] | Post Business Combination Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | 1,000,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Capital Markets Advisor Fee [Member] | Post Initial Business Combination [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Other commitment | $ 1,000,000 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Sponsor [Member] | Sponsor Shares [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Sponsor [Member] | Sponsor Shares [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Share price | $ 12 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Sponsor [Member] | Common Class B [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 5,620,000 | 7,057,500 | ||||||||||||||||||||||
Stock issued during the period shares for services | 7,187,500 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Sponsor [Member] | Business Combination Agreement [Member] | SPAC Common Stock [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Sponsor [Member] | Business Combination Agreement [Member] | SPAC Common Stock [Member] | Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Share price | $ 12 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Debt instrument face value | $ 2,745,952 | $ 50,000 | ||||||||||||||||||||||
Notes payable | $ 22,000 | $ 2,723,952 | ||||||||||||||||||||||
Per share price adjustment | $ 9 | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Subsequent Event [Member] | Common Class A [Member] | Extraordinary General Meeting Approving The Redemption Of Temporary Equity [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Temporary equity shares subject to redemption | 7,669,363 | |||||||||||||||||||||||
Percentage of total value of stock outstanding subject to redemption | 97.10% | |||||||||||||||||||||||
ANDRETTI ACQUISITION CORP. [Member] | Subsequent Event [Member] | Non Redemption Investment Agreement With Sandla Investment Management LP [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common stock shares not subject to redemption | 300,000 | |||||||||||||||||||||||
Lincoln Park Capital Fund, LLC [Member] | Lincoln Park Purchase Agreement [Member] | ||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||
Common Stock Shares Outstanding | 75,000 | |||||||||||||||||||||||
Amount of commitment fee | $ 1,688,000 | |||||||||||||||||||||||
Amount of commitment fee in shares | 563,000 | |||||||||||||||||||||||
Remaining amount of commitment fee in cash | $ 1,125,000 |