Zapata Quantum, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Zapata Quantum filed an 8-K detailing a new material agreement and equity sales.

AI Summary

On December 5, 2025, Zapata Quantum, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Zapata Quantum, Inc. was formerly known as Zapata Computing Holdings Inc. and Andretti Acquisition Corp.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to terms, dilution, and regulatory compliance.

Key Players & Entities

• Zapata Quantum, Inc. (company) — Registrant
• Zapata Computing Holdings Inc. (company) — Former Company Name
• Andretti Acquisition Corp. (company) — Former Company Name
• December 5, 2025 (date) — Date of earliest event reported
• December 10, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $5,500,000 — hange for cancellation of approximately $5,500,000 of accounts payable and liabilities off
• $2,000,000 — and liabilities offset by approximately $2,000,000 of accounts receivable and assets resul
• $3,503,250 — the net amount due to such creditor of $3,503,250. This issuance was pursuant to a conver

Filing Documents

• zapata_8k.htm (8-K) — 31KB
• 0001079973-25-001842.txt ( ) — 189KB
• zpta-20251205.xsd (EX-101.SCH) — 3KB
• zpta-20251205_lab.xml (EX-101.LAB) — 33KB
• zpta-20251205_pre.xml (EX-101.PRE) — 22KB
• zapata_8k_htm.xml (XML) — 3KB

From the Filing

Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 5, 2025 ZAPATA QUANTUM, INC. (Exact name of registrant as specified in charter) Delaware 001-41218 98-1578373 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6 Liberty Square , #2488 Boston , MA 02109 (Address of principal executive offices and Registrant's telephone number, including area code: (857) 367-9002 (Former Name and Former Address) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into Material Definitive Agreement. On December 5, 2025, Zapata Quantum, Inc. (the "Company") issued a total of 9,479,000 shares of common stock to a creditor in exchange for cancellation of approximately $5,500,000 of accounts payable and liabilities offset by approximately $2,000,000 of accounts receivable and assets resulting in cancellation of the net amount due to such creditor of $3,503,250. This issuance was pursuant to a conversion agreement between the Company and such creditor, the terms of which were previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025. In connection with the transaction described above, the Company and the creditor also entered into certain Universal Resale and Registration Provisions pursuant to which such creditor agreed to certain lock-up provisions and the Company agreed to provide certain registration rights with respect to the common stock, the terms of which were previously disclosed in the Company's Current Report on Form 8-K filed on June 18, 2025. The foregoing descriptions of the transactions and related matters described in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the referenced documents, forms of which are filed as Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report 8-K is incorporated herein by reference. The securities issued in the transactions referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.1 Form of Conversion Agreement 8-K 6/18/2025 10.1 10.2 Form of Universal Resale and Registration Provisions 8-K 6/18/2025 10.4 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: December 10, 2025 ZAPATA QUANTUM, INC. By: /s/ Sumit Kapur Sumit Kapur, Chief Executive Officer

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View this 8-K filing on SEC EDGAR