EX-10.5





 Exhibit 10.5 

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [             ],
2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Andretti Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Andretti Sponsor LLC, a Delaware limited liability company (the “Purchaser”). 
 WHEREAS, the Company intends to
consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a
“Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the
Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number
333-[            ] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”). 
 WHEREAS, the Purchaser has agreed to purchase an aggregate of 7,500,000 warrants (or up to 8,250,000 warrants if the
underwriters in the Public Offering exercise their option to purchase additional units in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise
price of $11.50 per Share, at a price of $1.00 per warrant, subject to adjustment. 
 NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 

AGREEMENT 

Section 1.    Authorization, Purchase and Sale; Terms of the Private Placement Warrants. 

A.    Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the
Private Placement Warrants to the Purchaser. 
 B.    Purchase and Sale of the Private Placement Warrants. 

(i)    On the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company
shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,500,000 (the “Purchase
Price”). The Purchaser shall pay the Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds in the following amounts: (i)
$[        ] to the Company at a financial institution to be chosen by the Company; and (ii) $[        ] to the trust account maintained by Continental Stock
Transfer & Trust Company, acting as 












 
trustee (the “Trust Account”), in each case, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds
pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such
delivery in book-entry form. 
 (ii)    On the date of the closing of the option to purchase additional units, if any,
in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date” and, each Option Closing Date (if any) and the IPO Closing Date, a
“Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Private Placement Warrants (or, to the extent the option to purchase additional units is not
exercised in full, a lesser number of Private Placement Warrants in proportion to the portion of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $750,000 (the “Option Purchase
Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wiring instructions by wire transfer of immediately available funds to the Trust Account at least one (1) business day prior to the
Option Closing Date. On the Option Closing Date, subject to the receipt of funds pursuant to the immediately preceding sentence, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on such date
duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form. 

C.    Terms of the Private Placement Warrants. 

(i)    Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the
Company and a warrant agent on the IPO Closing Date in connection with the Public Offering (the “Warrant Agreement”). 

(ii)    On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights
agreement (the “Registration and Shareholder Rights Agreement”), pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the
Private Placement Warrants. 
 Section 2.    Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing
Date) that: 
 A.     Incorporation and Corporate Power. The Company is an exempted company duly incorporated,
validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial
condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 

  
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 B.    Authorization; No Breach. 

(i)    The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly
authorized by the Company as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to,
the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. 

(ii)    The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and
sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of each
Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s
share capital or assets under, (d) result in a violation of or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or
agency pursuant to the memorandum and articles of association of the Company (in effect on the date hereof or as may be amended, supplemented or otherwise modified prior to completion of the Public Offering) or any material law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 

C.    Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the
Warrant Agreement and the amended and restated memorandum and articles of association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly
and validly issued as fully paid and non-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for
issuance in accordance with the terms of this Agreement. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have
good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser. 

D.    Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with,
any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby. 

  
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 E.    Regulation D Qualification. Neither the Company nor, to its
actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of twenty percent (20%) or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act. 
 Section 3.    Representations and Warranties of the
Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive each Closing Date) that: 
 A.    Organization and Requisite Authority. The Purchaser possesses all
requisite power and authority necessary to carry out the transactions contemplated by this Agreement. 

B.    Authorization; No Breach. 

(i)    This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a
proceeding in equity or law). 
 (ii)    The execution and delivery by the Purchaser of this Agreement and the
fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a
default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of or (e) require authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended, supplemented or
otherwise modified prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is
subject, except for any filings required after the date hereof under federal or state securities laws. 

C.    Investment Representations. 

(i)    The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the
Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

 (ii)    The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3)
of Regulation D and has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. 

(iii)    The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 

  
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 (iv)    The Purchaser did not decide to enter into this Agreement as a
result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. 

(v)    The Purchaser has been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser
understands that its investment in the Securities involves a high degree of risk and has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the
Securities. 
 (vi)    The Purchaser understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the
offering of the Securities. 
 (vii)    The Purchaser understands that (a) the Securities have not been and are not
being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred, unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom, and
(b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an
initial business combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of Rule 144 adopted pursuant to the Securities Act, and the Securities can be resold only through a registered offering or in reliance upon another
exemption from the registration requirements of the Securities Act. 
 (viii)    The Purchaser has such knowledge and
experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. 

  
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 (ix)    The Purchaser understands that the Private Placement Warrants
shall bear the legend substantially in the form set forth in the Warrant Agreement. 

Section 4.    Conditions of the Purchaser’s Obligations. The obligations of the
Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 

A.    Representations and Warranties. The representations and warranties of the Company contained in Section 2
shall be true and correct at and as of such Closing Date as though then made. 
 B.    Performance. The Company
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing Date. 

C.    No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 
 D.    Warrant Agreement and
Registration and Shareholder Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration and Shareholder Rights Agreement, in each case, on terms satisfactory to the Purchaser. 

Section 5.    Conditions of the Company’s Obligations. The obligations of the
Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions: 

A.    Representations and Warranties. The representations and warranties of the Purchaser contained in
Section 3 shall be true and correct at and as of such Closing Date as though then made. 

B.    Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions
contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date. 

C.    Corporate Consents. The Company shall have obtained the consent of the Company’s board of directors
authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder. 

D.    No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 

  
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 E.    Warrant Agreement. The Company shall have entered into the
Warrant Agreement. 
 Section 6.    Miscellaneous. 

A.    Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the
parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members). 

B.    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement. 
 C.    Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via
facsimile or electronic mail shall be valid and effective to bind the party so signing. 
 D.    Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of
example rather than by limitation. 
 E.    Governing Law. This Agreement shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York. 

F.    Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a
written instrument executed by the parties hereto. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 
  

			
	COMPANY:
	
	ANDRETTI ACQUISITION CORP.
		
	By:	 	  

		 	Name: William M. Brown
		 	Title: Chief Financial Officer


  

			
	PURCHASER:
	
	ANDRETTI SPONSOR LLC
		
	By:	 	  

		 	Name: William M. Brown
		 	Title: Chief Financial Officer


 [Signature Page to Private Placement Warrants Purchase Agreement—Andretti Acquisition
Corp.]