EX-4.2





 Exhibit 4.2 

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE 
  

			
	NUMBER C–[             ]	  	SHARES
		
	SEE REVERSE FOR CERTAIN DEFINITIONS	  	CUSIP [             ]

 ANDRETTI ACQUISITION CORP. 

CLASS A ORDINARY SHARES 

THIS CERTIFIES THAT [                    ]
is the owner of fully paid and non-assessable Class A ordinary shares, par value US$0.0001 per share, of Andretti Acquisition Corp., a Cayman Islands exempted company (the
“Company”), subject to the Company’s amended and restated memorandum and articles of association, as the same may be further amended, supplemented or otherwise modified from time to time and transferable on the books of
the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 
 The Company will be forced to
redeem all of its Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s amended and restated memorandum and articles of association, as the same may be further amended,
supplemented or otherwise modified from time to time, all as more fully described in the Company’s final prospectus for its initial public offering, dated [            ], 2021. 

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar of the Company. 

Witness the facsimile signatures of its duly authorized officers. 
  

									
	By:	 	     
	 		 		 	  

		 	Chief Executive Officer	 		 		 	Transfer Agent













 ANDRETTI ACQUISITION CORP. 

The Company will furnish without charge to each shareholder who so requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. 

This certificate and the Class A ordinary shares represented thereby are issued and shall be held subject to all of the provisions of the
Company’s amended and restated memorandum and articles of association, as the same may be further amended, supplemented or otherwise modified from time to time, and resolutions of the board of directors of the Company providing for the issue of
the Class A ordinary shares (copies of which may be obtained from the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

											
	TEN 
COM	  	—	  	as tenants in common	  	UNIF GIFT MIN ACT	  	—	  	Custodian
						
	 	  	 	  	 	  	 	  	 	  	(Cust)                    (Minor)
						
	TEN 
ENT	  	—	  	as tenants by the entireties	  		  		  	under Uniform Gifts to Minors Act
						
	JT TEN	  	—	  	as joint tenants with right of survivorship and not as tenants in common	  		  		  	(State)

 Additional abbreviations may also be used though not in the above list. 

For value received, hereby sells, assigns and transfers unto 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S)) 

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF 

ASSIGNEE(S)) 
 Class A
Ordinary Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said Class A Ordinary Shares on the books of the within named Company with full power of substitution in the
premises. 
  

					
	Dated:	  	  
	  	Notice: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.













 Signature(s) Guaranteed: 
  

                          
                                         
                                  

THE SIGNATURE(S) MUST BE GUARANTEED BY AN 
 ELIGIBLE GUARANTOR
INSTITUTION (BANKS, 
 STOCKBROKERS, SAVINGS AND LOAN 

ASSOCIATIONS AND CREDIT UNIONS WITH 
 MEMBERSHIP IN AN APPROVED
SIGNATURE 
 GUARANTEE MEDALLION PROGRAM, PURSUANT TO 
 S.E.C.
RULE 17Ad-15 UNDER THE SECURITIES 
 EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE). 

As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public
offering, dated [            ], 2021, the holder(s) of this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust account established in connection
with the Company’s initial public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination
within the period of time set forth in the amended and restated memorandum and articles of association, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend
the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in
connection with the Company’s initial business combination or to redeem one-hundred percent (100%) of the Class A ordinary shares if the Company does not complete its initial business combination
within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective
Class A ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business
combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.