Zapata Quantum Reports Material Agreement, Equity Sales

TL;DR

Zapata Quantum filed an 8-K detailing a material agreement, equity sales, and charter amendments as of Oct 22, 2025.

AI Summary

Zapata Quantum, Inc. filed an 8-K on October 28, 2025, reporting on several key events that occurred on October 22, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Zapata Quantum, Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Zapata Quantum, Inc. (company) — Registrant
• October 22, 2025 (date) — Earliest event reported
• October 28, 2025 (date) — Filing date
• Zapata Computing Holdings Inc. (company) — Former company name
• Andretti Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $1,583,464 — the Agreement, the parties agreed that $1,583,464 of outstanding invoices owed to the cre
• $100 — (the "Series A") at a purchase price of $100 per share for total gross proceeds of $
• $500,000 — 0 per share for total gross proceeds of $500,000. The transactions were exempt from regi

Filing Documents

• zapata_8k.htm (8-K) — 33KB
• ex4x1.htm (EX-4.1) — 49KB
• ex10x1.htm (EX-10.1) — 33KB
• ex10x2.htm (EX-10.2) — 66KB
• 0001079973-25-001650.txt ( ) — 377KB
• zpta-20251022.xsd (EX-101.SCH) — 3KB
• zpta-20251022_lab.xml (EX-101.LAB) — 33KB
• zpta-20251022_pre.xml (EX-101.PRE) — 22KB
• zapata_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities . From October 22, 2025 through the date of this Current Report on Form 8-K, the Company entered into Securities Purchase Agreements ("SPA") with accredited investors, pursuant to which the Company offered and sold 5,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A") at a purchase price of $100 per share for total gross proceeds of $500,000. The transactions were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The foregoing description of the terms of the SPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a form of which is filed as Exhibit 10.2 of this Current Report and is incorporated herein by reference.

03 Amendments to Articles

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 23, 2025, the Company filed the Certificate of Designations of Preferences, Rights and Limitations (the "Certificate of Designations") of the Series A with the Delaware Secretary of State designating and authorizing the issuance of up to 15,000 shares of Series A. The material terms of the Series A are summarized as follows. Each share of Series A is convertible into 1,000 shares of common stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series A shall be entitled to vote with the Company's common stock on an as-converted basis, subject to beneficial ownership limitations. All shares of capital stock of the Company, both common stock and any other series of preferred stock, shall be junior in rank to all shares of Series A with respect to payments upon the liquidation, dissolution, and winding up of the Company. The foregoing description of the Certificate of Designations does not purport to be complete, and is qualified in its entirety by the complete text of the Certificate of Designations, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description 4.1 Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock 10.1 Form of Forbearance Agreement * 10.2 Form of Securities Purchase Agreement * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 28, 2025 ZAPATA QUANTUM, INC. By: /s/ Sumit Kapur Sumit Kapur, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR