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AsTable ~~filed~~of ~~with the U.S. Securities and Exchange Commission on September 3, 2024~~ Contents

Registration No. 333- _______

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~SECURITIES~~FORM ~~AND~~S-1 REGISTRATION ~~EXCHANGE~~STATEMENT ~~COMMISSION~~UNDER THE SECURITIES ACT OF 1933

~~Washington,~~Zapata DQuantum, Inc.C. (Exact ~~20549~~name of Registrant as specified in its charter)

FORM S-1

Delaware		7372		98-1578373
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~REGISTRATION~~6 ~~STATEMENT~~Liberty Square, #2488

~~UNDER~~Boston, MA, 02109 (857) 367-9002 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

~~THE~~Sumit ~~SECURITIES~~Kapur Chief ~~ACT~~Executive OFOfficer Zapata ~~1933~~Quantum, Inc. 6 Liberty Square, #2488

~~Zapata~~Boston, ~~Computing~~MA, ~~Holdings~~02109 (857) ~~Inc.~~367-9002 (Name, address, including zip code, and telephone number, including area code, of agent for service)

(Exact name of registrant as specified in its charter)

Delaware	7372	87-4706968
(State or Other Jurisdiction ofIncorporation or Organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification No.)

100 Federal Street, Floor 20

Boston, MA 02110

(844) 492-7282

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Savoie

President and Chief Executive Officer

100 Federal Street, Floor 20

Boston, MA 02110

(844) 492-7282

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Stacie~~Michael SHarris, Esq. Constantine ~~Aarestad~~Christakis, Esq. Nason, Yeager, Gerson, Harris & Fumero, P.A. 3001 PGA Boulevard, Suite 305 Palm Beach Gardens, Florida 33410 (561) 686-3307

~~Foley~~Approximate ~~Hoag~~date ~~LLP~~of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

~~155~~If ~~Seaport~~any ~~Boulevard~~of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

~~Boston~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, MAcheck ~~02210~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Tel:~~If this Form is a post-effective amendment filed pursuant to Rule 462(~~617~~c) ~~832-1000~~under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Approximate~~If ~~date~~this ofForm ~~commencement~~is ofa ~~proposed~~post-effective ~~sale~~amendment filed pursuant to Rule 462(d) under the ~~public:~~Securities AsAct ~~soon~~of as1933, ~~practicable~~check ~~after~~the ~~this~~following ~~Registration~~box ~~Statement~~and ~~becomes~~list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

IfIndicate ~~any~~by ofcheck mark whether the ~~securities~~Registrant is ~~being~~a ~~registered~~large onaccelerated ~~this~~filer, ~~Form~~an ~~are~~accelerated tofiler, bea ~~offered~~non-accelerated onfiler, a ~~delayed~~smaller reporting company, or ~~continuous~~an ~~basis~~emerging ~~pursuant~~growth tocompany. See ~~Rule~~the ~~415~~definitions ~~under~~of ~~the~~“large ~~Securities~~accelerated ~~Act~~filer,” of“accelerated ~~1933~~filer”, ~~check~~“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ~~following~~Exchange ~~box:~~Act ☐of 1934.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐

The ~~registrant~~Registrant hereby amends this ~~registration~~Registration Statement ~~statement~~ on such date or dates as may be necessary to delay its effective date until the ~~registrant~~Registrant shall file a further amendment which specifically states that this ~~registration~~Registration ~~statement~~Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the ~~registration~~Registration ~~statement~~Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) ~~of the Securities Act~~, may determine.

The information ~~contained~~ in this ~~preliminary~~ prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This ~~preliminary~~ prospectus is not an offer to sell ~~these~~nor ~~securities~~does ~~and~~ it isseek ~~not soliciting~~ an offer to buy these securities in any ~~state~~jurisdiction where the offer or sale is not permitted.

~~PRELIMINARY~~Subject ~~PROSPECTUS~~to Completion, Dated June 5, 2026

~~SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2024~~ PROSPECTUS

Zapata ~~Computing~~Quantum, ~~Holdings~~ Inc.

~~Up to 13~~56,~~000~~816,~~000~~391 Shares of Common ~~Stock~~ stock

This ~~prospectus~~Prospectus ~~relates~~is to the resale, from time to time, of up to 13,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholder, Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Stockholder”). The Common Stock to which this prospectus relates includes shares that (i) have been or may be issued to Lincoln Park pursuant to a ~~purchase~~part ~~agreement between us and Lincoln Park dated as~~ of ~~August 13, 2024 (~~the “2024 Purchase Agreement”) or (ii) may be issued to Lincoln Park pursuant to a purchase agreement between us, Zapata Computing, Inc. (“Legacy Zapata”) and Lincoln Park dated as of December 19, 2023 (the “2023 Purchase Agreement” and, together with the 2024 Purchase Agreement, the “Purchase Agreements” and each, a “Purchase Agreement”). On August 13, 2024, we issued 500,000 shares of Common Stock to Lincoln Park as consideration for its irrevocable commitment to purchase Common Stock under the 2024 Purchase Agreement. Pursuant to the 2024 Purchase Agreement, we may receive gross proceeds of up to $10,000,000 from the sale of Common Stock to Lincoln Park under the 2024 Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which ~~this~~relates ~~prospectus is a part is declared effective and after satisfaction of other conditions in the 2024 Purchase Agreement. Pursuant~~ to the ~~2023 Purchase Agreement, we may receive gross proceeds of up to $75,000,000 from the~~ sale ofor ~~Common~~other ~~Stock~~disposition ~~to Lincoln Park under the 2024 Purchase Agreement,~~ from time to time, ~~in our discretion after April 19, 2024 (the date on which the Initial Registration Statement (as defined below) was declared effective~~ by the ~~Securities~~selling ~~and~~stockholders ~~Exchange~~identified ~~Commission (“SEC”) and after satisfaction of other conditions~~ in ~~the 2023 Purchase Agreement. Lincoln Park may sell the Common Stock described in~~ this ~~prospectus~~Prospectus in a number of different ways and at varying prices. Under a registration statement previously filed with the SEC, and declared effective by the SEC on April 19, 2024, in connection with the 2023 Purchase Agreement (the “~~Initial~~Selling ~~Registration Statement~~Stockholders”), ~~we registered 13,000,000 shares~~ of ~~Common~~up ~~Stock, of which 10,770,976 have been issued or sold~~ to ~~Lincoln Park as of August 23~~56, ~~2024 (including 712~~816,~~025~~391 shares of ~~Common Stock issued as a commitment fee under~~ the 2023 Purchase Agreement for no consideration). The price that Lincoln Park will pay for the shares to be resold pursuant to this prospectus (which will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, forward or reverse stock split, or other similar transaction occurring during the business days used to compute such price) will depend upon the timing of sales and will fluctuate based on the trading price of our Common Stock ~~and~~, ~~depending~~par onvalue whether the purchase is a 2024 Purchase Agreement Regular Purchase (as defined below), 2023 Purchase Agreement Regular Purchase (as defined below) or an Accelerated Purchase (as defined below), will be set as either (a) 95% of the lower of (i) the lowest trading price for our Common Stock on the applicable Purchase Date (as defined below) and (ii) the average of the three lowest closing sale prices for our Common Stock during the ten consecutive business days ending on the business day immediately preceding such Purchase Date or (b) 95% of the lower of (x) the closing sale price of our Common Stock on the Accelerated Purchase Date (as defined below) and (y) the volume weighted average price of our Common Stock on the Accelerated Purchase Date (during a time period specified in the applicable Purchase Agreement). The 2024 Purchase Agreement prohibits us from directing Lincoln Park to purchase any Common Stock if the closing price of our Common Stock is less than a floor price of $0.100001 orper ~~greater~~share ~~than a ceiling price of $0.50~~ (~~subject to certain conditions and as may be adjusted pursuant to the 2024 Purchase Agreement). The 2023 Purchase Agreement prohibits us from directing Lincoln Park to purchase any~~ “Common Stock ~~if the closing price~~ ”) of ~~our~~Zapata ~~Common~~Quantum, ~~Stock is less than a floor price of $0~~Inc.~~50.~~ ~~While~~(“Zapata,” ~~each Purchase Agreement contains certain limitations regarding~~ the ~~number of shares of Common Stock that we can sell to Lincoln Park under such Purchase Agreement~~“Company,” ~~the number of shares of Common Stock that~~ “we ~~can sell to Lincoln Park under the Purchase Agreements could constitute a considerable percentage of our public float at the time of such sales. As a result~~,” ~~the resale by Lincoln Park of Common Stock pursuant to this prospectus could have a significant negative impact on the trading price of the Common Stock. See~~ “~~Lincoln Park Transactions~~our” onand ~~page 140 for more information~~“us”).

WeThe ~~have~~shares ~~agreed~~of Common Stock to ~~bear~~which ~~all~~this Prospectus relates consist of the ~~expenses~~following: ~~incurred~~(i) inup ~~connection~~to ~~with~~4,892,000 shares of Common Stock which may be issued upon the ~~registration~~conversion of ~~the~~Series ~~shares~~C toConvertible Preferred ~~which~~Stock ~~this~~issued ~~prospectus~~in ~~relates.~~2025 ~~Lincoln~~in ~~Park~~satisfaction ~~will~~of ~~pay~~certain orobligations ~~assume~~of ~~discounts,~~the ~~commissions,~~Company contained in the Consent and ~~fees~~the ofConversion ~~underwriters,~~Agreements the ~~selling~~Company ~~brokers~~entered orinto ~~dealer~~in ~~managers,~~2025 if(the ~~any~~“Series C”), ~~incurred~~(ii) inup ~~connection~~to ~~with~~34,160,786 ~~the~~shares ~~sale~~ of Common Stock. ~~Lincoln~~which ~~Park~~may isbe anissued ~~“underwriter”~~upon ~~within~~ the conversion ~~meaning~~ of ~~Section~~Series 2D Convertible Preferred Stock issued in 2026 (athe “Series D”), (11iii) up to 17,080,390 shares of ~~the~~Common Stock ~~Securities~~which ~~Act~~may be issued upon the exercise of ~~1933,~~warrants asissued ~~amended~~in connection with the Series D in 2026 (the “~~Securities~~2026 ~~Act~~Warrants”)., and ~~See~~(iv) ~~“Plan~~up to 683,215 shares of ~~Distribution”~~Common onStock ~~page~~which ~~138~~may ~~for~~be ~~more~~issued ~~information~~upon ~~about~~the ~~how~~exercise ~~Lincoln~~of ~~Park~~warrants ~~may~~issued ~~sell~~in 2026 in connection with certain financing activities (the ~~Common~~“2026 ~~Stock~~Financing ~~being~~Activity ~~registered~~Warrants,” ~~pursuant~~together with the 2026 Warrants and the 2025 Warrants, the “Warrants”, and all securities referred to ~~this~~in ~~prospectus.~~(i) through (iv) above, collectively, the “Convertible Securities”).

~~Our~~All of the Common Stock, iswhen ~~listed~~sold, onwill ~~the~~be ~~Nasdaq~~sold by ~~Global~~the ~~Market~~Selling ~~and~~Stockholders. ~~our~~We ~~warrants~~are tonot ~~purchase~~selling any Common Stock ~~(the~~under ~~“Warrants”)~~this ~~are~~Prospectus ~~listed~~and onwill not receive any of the ~~Nasdaq~~proceeds ~~Capital~~from the ~~Market~~sale ~~(together~~or ~~with~~other disposition of the ~~Nasdaq~~Common ~~Global~~Stock ~~Market~~by the selling stockholders. We will, ~~“Nasdaq”)~~however, ~~under~~receive the ~~symbols~~net ~~“ZPTA”~~proceeds ~~and~~of ~~“ZPTAW~~any Warrants exercised for cash,” ~~respectively~~if any. OnThe ~~August~~Selling ~~29,~~Stockholders ~~2024~~received shares of Common Stock, and became entitled to receive the ~~last~~shares ~~reported~~of ~~sales~~Common Stock ~~price~~which are issuable upon their conversion or exercise of the Convertible Securities, which shares of Common Stock, asare ~~reported~~in each such case offered by ~~Nasdaq~~this Prospectus, ~~was~~in ~~$0.50~~private ~~per~~placement ~~share,~~transactions ~~and~~consummated ~~the~~from ~~last~~June ~~reported~~2025 ~~sales~~through ~~price~~April 2026 in reliance on exemptions from registration under the Securities Act of 1933 (the ~~Warrants~~“Securities Act”). Please see the section entitled “Private Placements” on ~~Nasdaq~~page ~~was~~40 ~~$0.0452~~of ~~per~~this ~~warrant.~~Prospectus for more information.

WeThe ~~are~~Selling anStockholders ~~“emerging~~may ~~growth~~sell ~~company”~~or otherwise ~~and~~dispose of the Common Stock covered by this Prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this Prospectus in the section entitled “~~smaller~~Plan ~~reporting~~of ~~company~~Distribution” ason ~~defined~~page ~~under~~43. ~~the~~For ~~federal~~information ~~securities~~on ~~laws~~the ~~and~~selling stockholders, assee ~~such~~the section entitled “Selling Stockholders” on page 80 of this Prospectus. Discounts, ~~have~~concessions, ~~elected~~commissions toand ~~comply~~similar ~~with~~selling ~~certain~~expenses ~~reduced~~attributable ~~public~~to ~~company~~the ~~reporting~~sale ~~requirements~~of ~~for~~Common Stock covered by this ~~prospectus~~Prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and ~~may~~similar selling ~~elect~~expenses) relating to dothe soregistration inof ~~future~~the ~~filings.~~Common Stock with the Securities and Exchange Commission (the “SEC”).

~~Investing~~Our in Common Stock is ~~highly~~currently ~~speculative~~traded ~~and~~on ~~involves~~the aOTCID Basic ~~high~~Market ~~degree~~under ofthe ~~risk~~symbol “ZPTA.” ~~You~~On ~~should~~June ~~review~~3, ~~carefully~~2026 the ~~risks~~last ~~and~~reported ~~uncertainties~~sales ~~described~~price infor ~~the~~our ~~section~~Common ~~titled~~Stock ~~“Risk~~was ~~Factors”~~$0.90 ~~beginning~~per onshare. Prospective ~~page~~purchasers 18 of ~~this~~our ~~prospectus,~~securities ~~and~~are ~~under~~urged ~~similar~~to ~~headings~~obtain incurrent ~~any~~information ~~amendments~~as orto ~~supplements~~the tomarket ~~this~~prices ~~prospectus.~~of our securities, where applicable.

~~Neither~~An ~~the~~investment ~~Securities~~in ~~and~~our ~~Exchange~~securities ~~Commission~~is ~~(the~~subject to ~~“SEC”)~~certain ~~nor~~risks ~~any~~and ~~state~~should ~~securities~~be ~~commission~~made ~~has~~only ~~approved~~by persons or ~~disapproved~~entities ofable to bear the ~~Common~~risk ~~Stock~~of orand ~~determined~~to ifwithstand ~~this~~the ~~prospectus~~total isloss ~~truthful~~of ortheir ~~complete~~investment. Prospective ~~Any~~investors ~~representation~~should tocarefully consider and review the ~~contrary~~“Risk isFactors” abeginning ~~criminal~~on ~~offense.~~page 8.

~~The~~Neither ~~date~~the U.S. Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this ~~prospectus~~Prospectus is , ~~2024~~truthful or complete. Any representation to the contrary is a criminal offense.

~~TABLE~~This OFProspectus ~~CONTENTS~~is dated ________________, 202_

ABOUT THIS PROSPECTUS	1
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	1
INDUSTRY AND MARKET DATA	2
SELECTED DEFINITIONS	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
PROSPECTUS SUMMARY	9
THE OFFERING	17
RISK FACTORS	18
USE OF PROCEEDS	50
DILUTION	51
MARKET PRICE AND DIVIDEND INFORMATION	53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
BUSINESS	77
MANAGEMENT	91
EXECUTIVE COMPENSATION	97
DIRECTOR COMPENSATION	109
DESCRIPTION OF SECURITIES	111
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	120
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	121
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	129
SELLING STOCKHOLDER	131
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	133
PLAN OF DISTRIBUTION	138
LINCOLN PARK TRANSACTIONS	140
LEGAL MATTERS	146
EXPERTS	146
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	147
WHERE YOU CAN FIND MORE INFORMATION	148
INDEX TO FINANCIAL STATEMENTS	F-1

Table of Contents

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
FREQUENTLY USED TERMS	2
PROSPECTUS SUMMARY	3
RISK FACTORS	8
THE PRIVATE PLACEMENTS	40
USE OF PROCEEDS	42
PLAN OF DISTRIBUTION	43
DIVIDEND POLICY	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
BUSINESS	60
MARKET FOR COMMON STOCK	69
MANAGEMENT	70
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	71
EXECUTIVE COMPENSATION	72
PRINCIPAL STOCKHOLDERS	75
DESCRIPTION OF OUR SECURITIES	77
THE SELLING STOCKHOLDERS	80
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	83
LEGAL PROCEEDINGS	83
LEGAL MATTERS	83
EXPERTS	83
WHERE YOU CAN FIND MORE INFORMATION	84
FINANCIAL STATEMENTS	F-1
EXHIBIT INDEX	II-5
SIGNATURES	II-7

The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with any information other than the information contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus or such other date stated in this Prospectus, regardless of the time of our delivery or of any sale or delivery of our securities and our business, financial condition, results of operations and/or prospects may have changed since those dates. Neither the delivery of this Prospectus nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus. This Prospectus will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Prospectus concerning our business are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Prospectus, unless the context indicates otherwise, references to “Zapata,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Zapata Quantum, Inc.

~~ABOUT~~CAUTIONARY ~~THIS~~STATEMENT ~~PROSPECTUS~~REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, isincluding ~~part~~documents ofincorporated by areference ~~registration~~into ~~statement~~this onProspectus, ~~Form~~contain S“forward-1looking statements,” including statements that weexpress ~~filed~~plans, ~~with~~anticipation, intent, ~~the~~contingency, ~~SEC.~~goals, ~~The~~targets ~~Selling~~or ~~Stockholder~~future ~~may~~development ~~offer~~and/or otherwise are not statements of historical fact, ~~sell~~including orexpectations relating ~~distribute~~to ~~all~~our orplans awith ~~portion~~respect to business and consideration of strategic alternatives and our ability to raise the ~~Common~~necessary ~~Stock~~working capital. ~~hereby~~Forward-looking ~~registered~~statements ~~publicly~~can orgenerally ~~through~~be ~~private~~identified ~~transactions~~by atthe ~~prevailing~~use ~~market~~of ~~prices~~words orsuch atas ~~negotiated~~“anticipate,” ~~prices~~“expect,” “plan,” ~~from~~“could,” ~~time~~“may,” to“will,” ~~time~~“should,” in“would,” ~~one~~“intend,” “seem,” or“potential,” ~~more~~“appear,” ~~offerings~~“continue,” as“future,” ~~described~~“believe,” in“estimate,” “forecast,” ~~this~~“project” ~~prospectus.~~and Weother ~~will~~words of similar meaning, although not ~~receive~~all ~~any~~forward-looking ofstatements ~~the~~contain these ~~proceeds~~identifying ~~from~~words. ~~such~~In ~~sales~~particular, ofthese forward-looking statements include, among others, statements about our expectations for prospective future growth, operating results and financial condition, the ~~Common~~trading ~~Stock.~~market Weand ~~will~~liquidity ~~bear~~of ~~all~~our ~~costs~~Common Stock, ~~expenses~~potential future trends and ~~fees~~developments inwithin ~~connection~~our ~~with~~industry and the ~~registration~~U.S. ofand ~~these~~global ~~securities~~economies generally, including ~~with~~regulatory ~~regard~~developments, tocompetition, plans ~~compliance~~and ~~with~~expectations ~~state~~for ~~securities~~our orfuture ~~“blue~~business ~~sky”~~plan ~~laws.~~and ~~The~~capital ~~Selling~~raising ~~Stockholder~~efforts, ~~will~~expectations ~~bear~~and ~~all~~plans ~~commissions~~with respect to our products and services ~~discounts~~including the potential market opportunities for, iftiming, ~~any~~features, ~~attributable~~and todemand ~~its~~for ~~sale~~such ofproducts ~~Common~~and ~~Stock.~~services, ~~See~~and ~~“Plan~~liquidity and sources of ~~Distribution~~capital.”

WeThese ~~may~~statements ~~also~~are ~~provide~~based aon ~~prospectus~~our ~~supplement~~current orexpectations and ~~post~~projections and involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-~~effective~~looking ~~amendment~~statements are qualified in their entirety by reference to the ~~registration~~factors ~~statement~~discussed in this Prospectus and the documents incorporated by reference herein. Important factors that could cause actual results to ~~add~~differ ~~information~~from those in the forward-looking statements include the risks and uncertainties arising from the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, orour ~~update~~ability orto ~~change~~access ~~information~~and ~~contained~~deploy inthe necessary capital to re-establish, grow ~~this~~and ~~prospectus.~~maintain Ifrevenue-generating ~~there~~operations, iscentral ~~any~~bank ~~inconsistency~~interest ~~between~~rates and future interest rate changes, the ~~information~~risks arising from the impact of inflation, affordability, the state of the U.S. economy including issues caused by inflation and uncertainty about interest rates, uncertainty surrounding and impacts arising from geopolitical conflicts such as those occurring in ~~this~~the ~~prospectus~~Middle East and Ukraine and a recession which may result on the ~~applicable~~Company’s ~~prospectus~~business ~~supplement~~and orprospects, ~~post-effective~~and ~~amendment~~on the national and global economy, ~~you~~our ~~should~~ability ~~rely~~to maintain and protect intellectual property rights, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, the ~~prospectus~~possibility ~~supplement~~that competitors may develop or ~~post-effective~~access ~~amendment,~~technology aswith ~~applicable.~~similar ~~Before~~or ~~purchasing~~superior ~~any~~capabilities ~~securities~~to our technology offerings, ~~you~~the ~~should~~potential ~~carefully~~for ~~read~~regulatory ~~this~~changes ~~prospectus,~~impacting ~~any~~quantum ~~post-effective~~computing, ~~amendment~~artificial intelligence, data privacy and ~~any~~other areas ~~applicable~~that ~~prospectus~~impact ~~supplement~~the Company’s business, ~~together~~and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, and the ~~additional~~risk ~~information~~that ~~described~~software inand technology infrastructure on which we depend fail to perform as designed or intended. We also refer you to the ~~“Where~~Risk ~~You~~Factors ~~Can~~which ~~Find~~begin ~~More~~on ~~Information”~~page ~~section~~8 of this ~~prospectus~~Prospectus, and the other documents incorporated by reference into this Prospectus for both an expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by forward-looking statements. Factors or events that could cause our actual results to differ may emerge at any time or from time to time, and it is not possible for us to predict all of them.

~~Neither~~You should read this Prospectus and the documents that we ~~nor~~reference herein, completely and with the ~~Selling~~understanding ~~Stockholder~~that ~~has~~our ~~authorized~~actual ~~anyone~~future toresults ~~provide~~may ~~you~~be ~~with~~materially ~~any~~different ~~information~~from orwhat we expect. You are cautioned not to ~~make~~place ~~any~~undue ~~representations~~reliance ~~other~~on ~~than~~the ~~those~~forward-looking statements contained in, ~~this~~or ~~prospectus,~~incorporated ~~any~~by ~~post-effective~~reference ~~amendment~~into, this orProspectus. ~~any~~Each ~~applicable~~forward-looking ~~prospectus~~statement ~~supplement~~speaks ~~prepared~~only byas orof onthe ~~behalf~~date of usthis Prospectus or, toin ~~which~~the wecase ~~have~~of ~~referred~~documents ~~you.~~incorporated by Wereference, ~~and~~the date of the ~~Selling~~applicable ~~Stockholder~~document ~~take~~(or noany ~~responsibility~~earlier ~~for~~date indicated in the statement), and ~~can~~we ~~provide~~undertake no ~~assurance~~obligation as to update ~~the~~or ~~reliability~~revise any of these statements, ~~any~~whether ~~other~~as a result of new information, ~~that~~future ~~others~~developments ~~may~~or ~~give~~otherwise, ~~you~~except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section of this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

On March 28, 2024, we consummated the business combination contemplated by the Business Combination Agreement, dated September 6, 2023 (as amended, the “Business Combination Agreement”), by and among the Company, Tigre Merger Sub, Inc. (“Merger Sub”) and Legacy Zapata. Pursuant to the Business Combination Agreement, Merger Sub merged with and into Legacy Zapata resulting in Legacy Zapata becoming a wholly owned subsidiary of the Company. Collectively, we refer herein to these transactions as the “Merger.”

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Zapata,” “Zapata AI,” “we,” “us,” “our” and similar terms refer to Zapata Computing Holdings Inc. and its consolidated subsidiaries. References in this prospectus to “Legacy Zapata” refer to Zapata Computing, Inc., our wholly owned subsidiary. For periods prior to the closing of the Merger, “the Company,” “we,” “us,” “our” and similar terms refer to the Company’s predecessor, Andretti Acquisition Corp.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend the use or display of other companies’ trade names, trademarks or service marks to imply our relationship with, or endorsement or sponsorship by, any other companies.

~~INDUSTRY~~FREQUENTLY USED ~~AND MARKET DATA~~ TERMS

In this prospectus, we present industry data, information and statistics regarding the markets in which we compete as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s judgment where information is not publicly available. This information appears in “Business” and other sections of this prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable. We are not aware of any misstatements regarding the industry data presented herein, but such information has not been verified by any independent sources. Additionally, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the captions “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

SELECTED DEFINITIONS

In this document:

“~~2018 Plan~~AI” means artificial ~~the Zapata Computing, Inc. 2018 Stock Incentive Plan.~~ intelligence”

“~~2023~~Business ~~Purchase~~ Combination Agreement” means ~~that~~the ~~certain~~Business ~~Purchase~~Combination Agreement, dated ~~December~~as 19of September 6, 2023, by and among the Company, ~~Legacy~~Merger ~~Zapata,~~Sub and ~~Lincoln Park~~Legacy Zapata.

“~~2023 Registration Rights Agreement~~Code” means ~~that certain Registration Rights Agreement, dated December 19, 2023, by and among~~ the ~~Company,~~Internal ~~Legacy~~Revenue ~~Zapata,~~Code ~~and~~of ~~Lincoln Park~~1986.

“~~2024~~Common ~~ESPP~~Stock” means the ~~Zapata~~Common ~~Computing~~Stock ~~Holdings~~of ~~Inc.~~the ~~2024~~Company, ~~Employee~~par ~~Stock~~value ~~Purchase Plan~~$0.0001 per share.

“2024 Inducement Plan” means the Zapata Computing Holdings Inc. 2024 Inducement Stock Incentive Plan, as amended, supplemented or modified from time to time.

“2024 Plan” means the Zapata Computing Holdings Inc. 2024 Equity and Incentive Plan, as amended, supplemented or modified from time to time.

“2024 Purchase Agreement” means that certain Purchase Agreement, dated August 13, 2024, by and between the Company and Lincoln Park.

“2024 Registration Rights Agreement” means that certain Registration Rights Agreement, dated August 13, 2024, by and between the Company and Lincoln Park.

“ASC” means Accounting Standards Codification.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 6, 2023, by and among the Company, Merger Sub and Legacy Zapata, as may be amended from time to time.

“Bylaws” means the bylaws of the Company filed as an exhibit to the registration statement of which this prospectus is a part.

“Certificate of Incorporation” means the certificate of incorporation of the Company filed as an exhibit to the registration statement of which the prospectus is a part.

“Class A Common Stock” means the Company’s Class A ordinary shares, par value $0.0001 per share, as in effect immediately prior to the Domestication.

“Class B Common Stock” means the Company’s Class B ordinary shares, par value $0.0001 per share, as in effect immediately prior to the Domestication.

“Closing Date” means March 28, 2024.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Company” means Zapata Computing Holdings Inc. Unless the context indicates otherwise, references in this prospectus to the “Company,” “Zapata,” “Zapata AI,” “we,” “us,” “our” and similar terms refer to Zapata Computing Holdings Inc. and its consolidated subsidiaries. References in this prospectus to “Legacy Zapata” refer to Zapata Computing, Inc., our wholly owned subsidiary. For periods prior to the closing of the Merger, “the Company,” “we,” “us,” “our” and similar terms refer to the Company’s predecessor, Andretti Acquisition Corp.

“Company’s Board” or “our Board” means the board of directors of the Company.

“DGCL” means the General Corporation Law of the State of Delaware.

3“Exchange Act” means the U.S. Securities Exchange Act of 1934.

“~~Effective Time~~IP” means intellectual ~~the effective time of the Merger~~property.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agreements” means the exchange agreements that were entered into with each holder of Senior Secured Notes who so requested prior to the Closing, pursuant to which such Senior Secured Notes were exchanged for shares of Common Stock in accordance with the terms of such Exchange Agreement and as set forth in the Senior Secured Note Purchase Agreement.

“Initial Registration Statement” means the registration statement on Form S-1 previously filed with the SEC, and declared effective by the SEC on April 19, 2024, registering for resale by Lincoln Park 13,000,000 shares of Common Stock in connection with the 2023 Purchase Agreement.

“Insiders” means the Sponsor, the Sponsor Co-Investor and certain key stockholders of the Sponsor that are party to the Sponsor Support Agreement.

“IPO” means the Company’s initial public offering of units, consummated on January 18, 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Legacy Zapata Stockholders” means certain stockholders of Legacy Zapata prior to the closing of the Merger who collectively held a Requisite Majority of the outstanding voting power of Legacy Zapata Capital Stock prior to the closing of the Merger.

“Legacy Zapata” means Zapata Computing, Inc., a Delaware corporation.

“~~Legacy Zapata Board~~Merger” means the ~~board~~merger of ~~directors~~Merger ofSub with and into Legacy Zapata ~~prior~~with toLegacy Zapata that occurred on March 28, 2024, with Legacy Zapata surviving the ~~consummation~~Merger as a wholly owned subsidiary of the ~~Merger.~~Company as contemplated by the Business Combination Agreement.

“Legacy Zapata Capital Stock” refers to the Legacy Zapata Common Stock and the Legacy Zapata Preferred Stock.

“Legacy Zapata Common Stock” means Zapata’s common stock, par value $0.0001 per share, each having one vote per share.

“Legacy Zapata Options” means all options to purchase outstanding shares of Legacy Zapata Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the 2018 Plan or otherwise.

“Legacy Zapata Preferred Stock” means the Legacy Zapata Series Seed Preferred Stock, Legacy Zapata Series A Preferred Stock, Legacy Zapata Series B-1 Preferred Stock and Legacy Zapata Series B-2 Preferred Stock.

“Legacy Zapata Series A Preferred Stock” means Zapata’s Series A Preferred Stock, par value $0.0001 per share.

“Legacy Zapata Series B Preferred Stock” means the Zapata Series B-1 Preferred Stock and the Zapata Series B-2 Preferred Stock.

“Legacy Zapata Series B-1 Preferred Stock” means Zapata’s Series B-1 Preferred Stock, par value $0.0001 per share.

“Legacy Zapata Series B-2 Preferred Stock” means Zapata’s Series B-2 Preferred Stock, par value $0.0001 per share.

“Legacy Zapata Series Seed Preferred Stock” means Zapata’s Series Seed Preferred Stock, par value $0.0001 per share.

“Lincoln Park” means Lincoln Park Capital Fund, LLC.

“Lock-up Agreements” means the lock-up agreements among the Company and certain stockholders of Legacy Zapata, which became effective upon the consummation of the Merger.

“Merger” means the merger of Merger Sub with and into Legacy Zapata with Legacy Zapata that occurred on March 28, 2024 with Legacy Zapata surviving the Merger as a wholly owned subsidiary of the Company as contemplated by the Business Combination Agreement.

“Merger Sub” means Tigre Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of the Company prior to the closing of the Merger.

“Nasdaq” means the Nasdaq Stock Market.

“Preferred Stock” means the preferred stock of the Company, par value $0.0001 per share.

“Private Warrant Agreement” means the Private Warrant Agreement dated as of January 12, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as may be amended from time to time, governing the Private Warrants.

“Private Warrants” means the warrants to purchase Common Stock at an exercise price of $11.50 per share held by the Sponsor and the Sponsor Co-Investor.

“prospectus” means the prospectus included in this registration statement on Form S-1, as amended.

“Public Warrant Agreement” means the Public Warrant Agreement dated as of January 12, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as may be amended from time to time, governing the Public Warrants.

“Public Warrants” means warrants to purchase Common Stock at an exercise price of $11.50 per share that are listed on the Nasdaq Capital Market under the ticker symbol “ZPTAW.”

“Requisite Majority” means (i) the holders of at least a majority of the voting power of the outstanding shares of Legacy Zapata Common Stock and Legacy Zapata Preferred Stock, consenting or voting (as the case may be) together on an “as-converted”-to-common-stock basis (as required pursuant to Section 251 of the DGCL), (ii) the holders of at least a majority of the outstanding shares of Legacy Zapata Preferred Stock, consenting or voting (as the case may be) separately as a single class on an “as-converted”-to-common-stock basis, and (iii) the holders of at least a majority of the outstanding shares of the Legacy Zapata Series B Preferred Stock, consenting or voting (as the case may be) separately as a class.

“Resale Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement, dated as of September 6, 2023, by and among the Company and certain of our security holders.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the ~~U.S.~~ Securities Act of 1933~~, as amended~~.

“Senior ~~Note Purchase Agreement~~Secured Notes” means ~~that~~the ~~certain~~senior ~~Senior~~secured ~~Note~~promissory ~~Purchase~~notes ~~Agreement,~~issued ~~dated~~by ~~June~~Zapata ~~13,~~and ~~2023~~its subsidiary, ~~between~~the ~~Legacy~~obligations ~~Zapata~~of ~~and~~which ~~the~~are ~~persons~~secured ~~party~~by ~~thereto.~~the assets thereof.

~~“Senior Secured Note Purchase Agreement” means that certain Senior Secured Note Purchase Agreement, dated December 15, 2023, between Legacy Zapata and the persons who are or become party thereto.~~ 2

~~“Senior~~PROSPECTUS ~~Notes” means the senior promissory notes issued by Legacy Zapata pursuant to the Senior Note Purchase Agreement.~~ SUMMARY

~~“Senior~~This ~~Secured~~summary ~~Notes”~~highlights ~~means~~selected ~~the~~information ~~senior~~that is ~~secured~~presented ~~promissory~~in ~~notes~~greater ~~issued~~detail byelsewhere ~~Legacy~~in ~~Zapata~~this ~~pursuant~~Prospectus. toThis summary does not contain all the ~~Senior~~information ~~Secured~~you ~~Note~~should ~~Purchase~~consider ~~Agreement~~before investing in our Common Stock. You should read this entire Prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this Prospectus, before making an investment decision.

~~“Sponsor”~~About ~~means~~Us ~~Andretti~~– ~~Sponsor~~Company ~~LLC, a Delaware limited liability company.~~ Overview

~~“Sponsor~~Zapata CoQuantum is a leading pure-~~Investor”~~play ~~means~~hardware-agnostic quantum ~~SOL~~software ~~Verano~~company. ~~Blocker~~Following 1a ~~LLC~~strategic realignment in 2025, athe ~~Delaware~~Company ~~limited~~offers ~~liability~~solutions ~~company~~to efficiently deploy and accelerate the development of quantum and hybrid quantum-classical computing applications. Founded in 2017 by researchers from a Harvard University Quantum Computing Lab, Zapata has built one of the industry’s most robust intellectual property portfolios in quantum and hybrid quantum-classical computing and algorithmic methods, with over 60 patents granted and pending developed over eight years.

~~“Sponsor~~Zapata’s ~~Shares”~~software ~~means~~platform ~~the~~for 4quantum computing applications is based on our patented technology and supports a wide range of use cases in cryptography,~~745~~ pharmaceuticals,~~000~~ ~~shares~~manufacturing, materials ofdiscovery ~~Class~~and Bdefense. ~~Common~~The ~~Stock~~Company ~~owned~~is bythe only organization to have participated across all technical areas of the ~~Sponsor~~Defense Advanced Research Projects Agency’s (“DARPA”)’s Quantum Benchmarking program and has worked with Fortune 500 enterprises and government agencies to unlock the ~~Sponsor~~potential ~~Co-Investor.~~of quantum computing.

~~“Sponsor~~On ~~Support~~March ~~Agreement”~~28, ~~means~~2024, we consummated the ~~Sponsor~~business combination ~~Support~~contemplated by the Business Combination Agreement, dated September 6, 2023, by and among the Company, Merger Sub and Legacy Zapata. Pursuant to the ~~Sponsor~~Business Combination Agreement, the ~~Sponsor~~Merger ~~Co-Investor,~~took ~~certain~~place ~~members~~pursuant ofto ~~the~~which ~~Company’s~~Merger ~~Board,~~Sub ~~certain~~merged ~~members~~with ofand ~~the~~into ~~Company’s~~Legacy Zapata ~~management~~resulting ~~and~~in Legacy Zapata, asbecoming ~~amended~~a ~~and~~wholly ~~restated.~~owned subsidiary of the Company.

In late 2024 the Company voluntarily elected to temporarily suspend its operations due to its limited capital resources and inability to access adequate liquidity to continue to fund its operations and meet its outstanding debt obligations. In June 2025, the Company commenced debt restructuring and capital raising transactions and the reinstatement of operations by (1) entering into exchange agreements with unsecured creditors pursuant to which such creditors agreed to exchange outstanding obligations payable to them for Common Stock and certain rights related thereto, and (2) the Company sold convertible notes and warrants for gross proceeds of $3 million. The Company has since been continuing efforts to negotiate and restructure outstanding obligations and raise capital. In the furtherance of recommencing operations, the Company has also entered into advisory agreements with third parties and agreed to compensate such parties in the form of equity and/or cash compensation.

Following a period of broader AI exploration, the Company undertook, in 2024 and 2025, a strategic realignment to refocus on its core quantum mission: developing the software and tooling layer that enables enterprises, governments, and researchers to harness quantum computing for economically meaningful outcomes.

Zapata’s hardware-agnostic approach and proprietary technology address the “software bottleneck” that limits quantum adoption. The Company’s products - Orquestra, Bench-Q, Quantum Graph, and Quantum Pilot - provide the infrastructure and workflow tools that connect problem discovery, algorithm design, and hardware execution. These tools are supported by professional services, partnerships, and licensing programs that collectively form the Company’s business model.

The Company’s business plans and operations described herein, and our ability to execute and continue with such efforts, will depend on our ability to raise capital needed to repay vendors and creditors, rehire various personnel and fund our working capital and growth needs. Further, our capital raising efforts and business and operations generally are subject to numerous risks and uncertainties, as described under “Risk Factors” beginning at page 8.

Corporate Information

Our principal offices are located at 6 Liberty Square, #2488, Boston, MA 02109. Our main telephone number is (857) 367-9002. Our website address is www.zapataquantum.com. We have not incorporated by reference into this Prospectus the information that can be accessed through our website and you should not consider it to be part of this Prospectus.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. These filings are available to the public through the SEC’s website at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

THE OFFERING

Issuer:		Zapata Quantum, Inc.

Shares Offered by the Selling Stockholders:		Up to 56,816,391 shares of Common Stock previously issued or issuable upon the conversion or exercise of the Convertible Securities. See “The Private Placements” at page 40 and “The Selling Stockholders” at page 80 for more information.

Use of Proceeds:		We will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the Selling Stockholders. However, upon the exercise of the Warrants by payment of the exercise in cash, we will receive the exercise price of the Warrants. The terms of the Warrants are summarized in “The Private Placements” at page 40.

Quotation:		Our Common Stock is currently quoted on OTCID Basic Market under the symbol “ZPTA”.

Shares of Common Stock outstanding before the Offering(1):		There are 187,303,921 shares of Common Stock currently issued and outstanding.

Shares of Common Stock to be outstanding after the Offering(1):		187,303,921 shares of Common Stock upon completion of the Offering.

Plan of Distribution:		The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly in several different ways. Registration of the Common Stock covered by this Prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

Risk Factors:		Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” beginning at page 8 and elsewhere in this Prospectus.

(1)	The number of shares of Common Stock shown above to be outstanding after this Offering is based on 187,303,921 shares of our Common Stock outstanding as of May 31, 2026. Such amounts exclude:

	·	40,857,265 shares underlying outstanding options having a weighted-average exercise price of $0.11 per share;

	·	85,063,587 shares underlying outstanding warrants having a weighted-average exercise price of $3.50 per share;

	·	75,000,000 shares underlying outstanding convertible promissory notes;

	·	155,987 shares underlying outstanding Senior Secured Notes, including accrued interest;

	·	25,000 shares underlying unvested restricted stock units;

	·	1,129,630 unvested shares;

	·	11,983,000 shares underlying outstanding Series C convertible preferred stock;

	·	34,160,784 shares underlying outstanding Series D convertible preferred stock; and

	·	314,416 shares of Common Stock which the Company may pay to holders of Series D as dividends at a rate of 8% per annum.

~~“Sponsors”~~Summary ~~means~~of ~~the~~Risk ~~Sponsor and the Sponsor Co-Investor.~~ Factors

~~“Stockholder~~Our ~~Support~~business ~~Agreements”~~is ~~means~~subject to ~~those~~numerous ~~certain~~risks ~~support~~and ~~agreements,~~uncertainties ~~dated~~that asyou ofshould ~~September~~consider 6,before ~~2023,~~investing byin ~~and~~our ~~among~~Common Stock. Some of the ~~Company,~~principal ~~Merger~~risk ~~Sub,~~factors that make an investment in the ~~Key~~Company ~~Zapata~~speculative ~~Stockholders,~~or ~~and~~risky ~~Legacy~~are ~~Zapata.~~summarized as follows:

~~“Trust~~Risks ~~Account”~~Related ~~means~~to ~~the~~our Financial ~~trust~~Condition ~~account that held a portion of the proceeds of the IPO~~ and ~~the~~Status ~~concurrent~~as ~~sale~~an ofEarly ~~the~~Stage ~~Private Warrants prior to the closing of the Merger.~~ Company

“U· We will need additional capital to continue as a going concern.S · We have a history of operating losses, which are expected to continue in the future. ~~GAAP”~~· ~~means~~We ~~United~~are ~~States~~an ~~generally~~early ~~accepted~~stage ~~accounting~~company ~~principles~~with a limited operating history in a nascent industry. · We may not be able to scale our business quickly enough to meet demand. · Our assets are pledged to the holders of the Secured Notes and we face risks related to the potential failure to repay obligations or any other default events. · We have identified material weaknesses in our internal control over financial reporting, and may fail to maintain an effective system of disclosure controls and internal control over financial reporting. · Our ability to use existing or future net operating loss carryforwards and other tax attributes may be limited.

~~“Warrant~~Risks ~~Agreements”~~Related ~~means~~to ~~the~~our Business ~~Private Warrant Agreement~~ and ~~the Public Warrant Agreement.~~ Industry

~~“Warrants”~~· ~~means~~The current state of the ~~Private~~quantum ~~Warrants~~computing industry is still new and rapidly evolving, so there is no guarantee that it will succeed. · Our business plan could suffer if we are not able to establish and grow contractual relationships with third parties or enter into certain important strategic partnerships. · Our business plan could suffer if we are not able to enter into important strategic partnerships. · If we cannot manage our growth effectively, we may not become profitable. · We are highly dependent on our key employees. · The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy. · Our business is dependent on growing and retaining qualified personnel. · Our estimate of market opportunities may prove to be inaccurate. · Our quantum computing application development solutions may not be widely accepted. · If the ~~Public~~market ~~Warrants~~for our quantum computing application development solutions fails to develop or grow as we expect, our business could be adversely affected. · Our business plan relies upon the adoption of our quantum computing application development solutions by enterprise customers. · We could fail to respond to rapid technological changes. · Would be negatively impacted by delays in development of our software platform. · Sales to government entities and highly regulated organizations are subject to a number of challenges and risks. · Our success could be materially affected by problems with or defects in the Orquestra platform or our other software offerings. · The pursuit of inorganic growth opportunities could result in harm to our business.

~~CAUTIONARY~~Risks ~~NOTE~~Related ~~REGARDING~~to ~~FORWARD-LOOKING STATEMENTS~~ Competition

~~This~~· ~~registration~~Competitors ~~statement,~~may ofdevelop ~~which~~products ~~this prospectus is a part, contains forward-looking statements. Statements regarding the potential combination~~ and ~~expectations~~technologies ~~regarding~~that ~~the combined business~~ are ~~“forward~~superior ~~looking~~to ~~statements~~ours.” In· ~~addition,~~The ~~words~~quantum ~~such~~computing asindustry ~~“estimates,”~~is ~~“expects,”~~highly ~~“anticipates~~competitive,” ~~“assumes,”~~and ~~“suggests,”~~we ~~“projects,” “forecasts,” “seeks,” “plans,” “possible,” “potential,” “aims,” “intends,” “believes,” “seeks,” “~~may,” ~~“might,”~~not ~~“will,”~~be ~~“would,”~~successful. ~~“should,”~~· ~~“can”,~~Our ~~“could,”~~business ~~“future,”~~plan ~~“propose,”~~depends ~~“target,”~~on ~~“goal,”~~access ~~“objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended~~ to ~~identify~~public ~~forward-looking~~clouds ~~statements.~~through ~~Generally,~~major ~~statements~~cloud ~~that~~providers ~~are~~· ~~not~~Our ~~historical facts, including statements concerning possible or assumed future actions,~~ business ~~strategies,~~plan ~~events~~depends oron ~~results~~access ~~of operations, and any statements that refer~~ to ~~projections,~~specialized ~~forecasts~~hardware or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which ~~are~~we ~~outside~~may ~~the~~struggle ~~control of the parties, that could cause actual results or outcomes~~ to ~~differ materially from those discussed in the forward-looking statements~~access. ~~Important factors, among others, that may affect actual results or outcomes include:~~

~~our~~Risks ~~ability~~Related to ~~raise additional capital to execute our business plan, which may not be available on acceptable terms or at all, including pursuant to the 2023 Purchase Agreement and the 2024 Purchase Agreement;~~ Intellectual Property

~~our~~· ~~ability~~Our topatent ~~maintain~~applications ~~the~~may ~~listing~~not ofresult in issued patents or our ~~Common~~patent ~~Stock~~rights onmay ~~the~~be ~~Nasdaq~~contested, ~~Global~~circumvented, ~~Market~~invalidated ~~and~~or limited in scope. · There is no guarantee that our ~~Warrants~~IP onwill provide the ~~Nasdaq~~desired ~~Capital~~competitive ~~Market,~~advantage. ~~and~~· ~~the~~We ~~potential~~may ~~liquidity~~face patent infringement and ~~trading~~other intellectual property claims. · Our use of ~~such~~third-party ~~securities;~~open source software could negatively affect our sales efforts. · Use of open source software may result in fewer technology barriers to entry.

~~our~~Risks ~~ability~~Related to ~~realized~~Government Regulation ~~anticipated~~and ~~benefits of the Merger;~~Litigation

~~the~~· ~~anticipated~~We ~~continued~~may ~~interest~~fail to comply with laws related to privacy, data security, and ~~growth~~data ofprotection. ~~the~~· ~~generative~~We ~~artificial~~are ~~intelligence~~potentially ~~(“AI”)~~subject ~~industry;~~to governmental export and import control laws. · We are subject to U.S. and foreign anti-corruption, anti-bribery, and similar laws. · We are exposed to risks associated with litigation and regulatory proceedings.

~~our~~Risks ~~ability~~Outside toOur Specific ~~grow and manage such growth and expanding operations profitably;~~ Business

~~our~~· ~~ability~~Our tobusiness ~~build~~relies ~~and~~on ~~maintain~~computer ~~relationships~~systems ~~with~~which ~~new~~are ~~customers~~vulnerable ~~and~~to ~~partners,~~attack ~~maintain existing relationships with customers~~ and/or ~~partners,~~failure. ~~and~~· ~~compete~~Widespread ~~with~~damage ~~existing~~to ~~and~~the ~~new~~global ~~competitors~~economy inwould ~~existing~~likely ~~and~~adversely ~~new~~affect ~~markets~~our ~~and offerings;~~ business.

~~risks~~Risks ~~that~~Relating ~~our~~to ownership ~~intellectual~~of ~~property~~our ~~(“IP”)~~Common ~~will not provide the desired competitive advantage;~~ Stock

~~various~~· ~~conflicts~~Shares of ~~interest~~Common ~~that~~Stock ~~could~~underlying ~~arise~~outstanding ~~among~~securities will cause holders to experience substantial future dilution and downward price pressure. · The market price of our shares of Common Stock is subject to volatility. · There is currently a limited trading market for the Company’s Common Stock. · Our Common Stock is a “penny stock” and thereby is subject to additional restrictions. · As a former shell company, ~~its~~we ~~affiliates~~face certain disadvantages relative to other companies. · We may be unable to successfully uplist to a national securities exchange within a reasonable period of time or at all. · We will incur significant increased costs as a result of being a public company. · Due to our size, ~~investors~~we have a limited management team. · We do not currently intend to pay cash dividends on our Common Stock. · Certain provisions in our Certificate of Incorporation and ~~partner~~Bylaws ~~managers;~~and Delaware law may adversely affect us and/or certain investors.

the restrictions on our incurring additional indebtedness while the Senior Secured Notes are outstanding;

our success in retaining or recruiting, or implementing changes required in, our officers, key employees or directors;

our ability to retain existing employees and attract and retain new employees with sufficient expertise in algorithm development, product development, software engineering and support services;

intense competition and competitive pressures from other companies in the industry in which we operate;

factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;

our ability to pay deferred expenses related to the Merger as they come due;

our ability to achieve or maintain profitability;

the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;

the effect of legal, tax and regulatory changes;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

our financial performance;

a decline in the price of our securities if we fail to meet the expectations of investors or securities analysts;

our ability to improve our operational, financial and management controls;

the risk that our reporting and compliance obligations as a publicly-traded company disrupts our current plans and operations;

increased costs associated with operating as a public company;

our ability to build, maintain and enhance awareness of our brand;

~~the~~RISK ~~performance of our products and services;~~ FACTORS

~~unanticipated~~Investing ~~technological~~in orour ~~project~~Common Stock ~~development~~involves ~~challenges,~~a ~~including~~high ~~with~~degree ~~respect~~of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the ~~cost~~Company. Additional risks and uncertainties not presently known to us, or ~~timing~~that ~~thereof;~~we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of our securities could decline.

~~expectations~~Risks ~~regarding~~Related ~~the~~to ~~time~~Zapata’s Financial ~~during~~Condition ~~which~~and weStatus ~~will~~as be an ~~emerging~~Early-Stage ~~growth company under the JOBS Act; and~~ Company

~~other~~We ~~factors~~will ~~detailed~~need ~~under~~additional capital ~~the~~to ~~section~~continue ~~entitled~~as ~~“Risk~~a ~~Factors.”~~going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available.

~~The~~Since ~~forward-looking~~our ~~statements contained in this registration statement~~inception, we ofhave ~~which~~financed ~~this~~our ~~prospectus~~operations isprimarily awith ~~part,~~proceeds ~~are~~from ~~based~~sales onof ~~our~~Convertible ~~current~~Preferred ~~expectations~~Stock and ~~beliefs~~Common ~~concerning~~Stock ~~future developments~~ and ~~their~~the ~~potential~~issuance ~~effects~~of Convertible ~~on us~~Notes. ~~There~~For ~~can~~the bethree nomonths ~~assurance~~ended ~~that~~March ~~future~~31, ~~developments~~2026, ~~affecting~~we usrecorded ~~will~~a benet ~~those~~loss ~~that~~of ~~we have anticipated~~$1.3 ~~These~~million, ~~forward-looking~~used ~~statements~~cash ~~involve~~in aoperations ~~number~~ of ~~risks,~~$1.0 million ~~uncertainties~~and ~~(some~~had ofa ~~which~~stockholders’ ~~are~~deficit ~~beyond~~of ~~our~~$9.4 ~~control)~~million oras ~~other~~of ~~assumptions~~ that ~~may~~date. ~~cause~~As ~~actual~~of ~~results~~March or31, ~~performance~~2026, towe behad ~~materially~~a ~~different~~cash ~~from~~balance ~~those~~of ~~expressed~~$642 orthousand. Cash ~~implied~~used byin ~~these~~operations ~~forward-looking~~was ~~statements.~~primarily ~~These~~from ~~risks~~the ~~and~~Company’s ~~uncertainties~~operating ~~include~~losses, ~~but~~working ~~are not limited to~~capital, ~~those~~and ~~factors~~investment ~~described~~in ~~under~~strategic ~~the~~growth ~~heading~~initiatives. We ~~“Risk~~have ~~Factors”~~incurred insignificant ~~this~~losses ~~prospectus.~~and ~~Should~~negative ~~one~~cash orflows ~~more~~from ofoperations ~~these~~since ~~risks~~inception orand ~~uncertainties~~expect ~~materialize,~~to orcontinue ~~should~~to ~~any~~incur oflosses ~~our~~and negative ~~assumptions~~cash ~~prove~~flows ~~incorrect,~~for ~~actual~~the ~~results~~foreseeable ~~may~~future ~~vary~~as inwe ~~material~~expand ~~respects~~our ~~from~~penetration ~~those~~of ~~projected~~the inquantum ~~these~~computing ~~forward-looking~~application ~~statements.~~development market.

WeIn ~~undertake~~April no2026, ~~obligation~~we sold and issued to ~~update~~accredited orinvestors ~~revise~~a ~~any~~total ~~forward-looking~~of ~~statements~~15,000 ~~whether~~shares asof aSeries ~~result~~D (which are convertible into 34,160,784 shares of ~~new~~Common ~~information~~Stock, ~~future~~subject ~~events~~to adjustment) orand ~~otherwise~~Warrants to purchase up to 17,080,392 ~~except~~shares of Common Stock (representing 50% warrant coverage on an as-converted ~~may~~basis) for betotal ~~required~~gross ~~under~~proceeds ~~applicable~~of ~~securities~~$15 ~~laws~~million. We received net proceeds of $13.8 million after deducting commissions and fees. We intend to use the net proceeds for working capital and general corporate purposes. We also issued 683,215 Financing Activity Warrants to the placement agents in the offering.

We expect our existing cash will be sufficient to fund our current operating plan for at least twelve months from the date of issuance of our most recent financial statements.

Our continuation as a going concern is dependent upon our ability to effect or continue to identify future debt or equity financing and generate profitable operations from our operations. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to us. Further, the Company has not generated any revenue since September 2024 and does not expect to generate any revenue unless and until it can scale operations which will be dependent on our ability to raise sufficient capital. These factors raise substantial doubt about our ability to continue as a going concern.

Our business plan also contemplates a substantial scaling of Zapata across all departments, including science, software engineering, and product design, in order to launch multiple products and/or offerings in a timely manner to obtain and preserve a competitive advantage. This scaling will require substantial capital at a time when we project we will be operating at a loss and in which we have limited capital and other resources with which to execute our business plan, and this process may take longer than we anticipate. Consequently, our expansion is limited in proportion to our growth in revenue and available capital, as well as by our limited personnel and infrastructure. The capital required to sustain our business during this period may be greater than anticipated. In addition, presently unforeseen opportunities or circumstances may require capital beyond what we currently project. The period during which we expect to operate at a loss may be extended by circumstances beyond our control.

~~PROSPECTUS~~We ~~SUMMARY~~may in the future obtain additional financing through public or private equity or debt financings (subject to the limitations under our outstanding agreements and debt instruments) that may result in dilution to stockholders, the issuance of securities with priority as to liquidation and/or dividend and other rights more favorable than the Common Stock, or the imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. For example, as of March 31, 2026, we have outstanding an aggregate principal amount of $4.0 million in secured promissory notes (collectively, the “Secured Notes”). Included in the Secured Notes is a senior secured promissory note (in the aggregate principal amount of $1.0 million the “Senior Secured Note”). This Senior Secured Note, among other things, converts at the option of the holder at $8.50 per share of Common Stock and prohibits Legacy Zapata from issuing additional indebtedness and undertaking certain other actions, subject to limited exceptions, which may prevent or limit us from raising further capital or engaging in strategic transactions in the future. The Senior Secured Note matures on December 31, 2026.

~~This~~In ~~summary~~addition, ~~highlights~~the ~~selected~~other ~~information~~Secured ~~from~~Notes ~~this~~(the ~~prospectus~~“2025 ~~and~~Notes”) ~~does~~have ~~not~~a ~~contain~~total outstanding ~~all~~principal amount of ~~the~~$3 ~~information~~million, ~~that~~mature ison ~~important~~June to12, ~~you~~2026 in(subject ~~making~~to anacceleration ~~investment~~upon ~~decision.~~the ~~This~~occurrence ~~summary~~of iscertain customary ~~qualified~~events inof ~~its~~default ~~entirety~~or bya ~~the~~change ~~more~~of ~~detailed~~control), ~~information~~and ~~included~~bear in10% ~~this~~per ~~prospectus~~annum interest. ~~Before~~These ~~making~~2025 ~~your~~Notes ~~investment~~are ~~decision~~convertible ~~with~~into ~~respect~~shares of toCommon ~~our~~Stock ~~securities,~~at ~~you~~the ~~should~~option ~~carefully~~of ~~read~~the ~~this~~holder ~~entire~~based ~~prospectus,~~on ~~including~~a ~~the~~conversion ~~information~~price ~~under~~of ~~“Risk~~$0.04 ~~Factors~~per share,” ~~“Management’s~~subject ~~Discussion~~to ~~and~~certain ~~Analysis~~adjustments. ofThe Company ~~Financial~~also ~~Condition~~issued ~~and~~warrants ~~Results~~to purchase a total of ~~Operations~~37,”500,000 ~~and~~shares ~~the~~of ~~financial~~Common ~~statements~~Stock ~~included~~to ~~elsewhere~~the ininvestors ~~this~~of ~~prospectus~~the 2025 Notes. The maturity date of the 2025 Notes was extended to June 12, 2027.

~~Overview~~There is no guarantee that future financing will be at financial terms equal to or more favorable than those described above or that our existing indebtedness will not limit or prevent us from raising capital in the future, and we may need to enter into future equity or, if available, debt financing at significantly less favorable terms. Our failure to raise capital as and when needed would have a materially negative impact on our financial condition and our ability to pursue our business strategy.

We are an Industrial Generative AI software company that develops generative AI applications and provides accompanying services to solve complex industrial problems. Our approach utilizes the newest mathematical techniques from the quantum physics community to make computation more efficient and to create models that have other advantages over conventional methods. Founded by a team including Harvard University scientists in 2017, we have built a world-class team from leading academic institutions and enterprise software companies with deep expertise across generative AI, quantum science, and enterprise software.

Our primary target customers are enterprise organizations, which generally consist of large businesses that have high revenue, the size and resources to dominate a specific market and a significant number of employees. We offer subscription-based solutions that combine software and services to develop custom Industrial Generative AI applications designed to resolve the highly complex business challenges of these enterprises given the size and scope of their global operations.

We focus on generative AI and use both quantum and classical techniques in our work. Specifically, our specialized generative AI software category, referred to herein as “Industrial Generative AI,” takes generative models similar to those behind popular generative AI tools, such as OpenAI’s ChatGPT and Google’s Bard, and tailors them to business-, domain-, and industry-specific applications, with a focus on industrial problems. We offer enterprise customers Industrial Generative AI solutions designed to address some of the key challenges that arise in connection with solving industrial problems with computing-based solutions: data disarray, unpredictability, large solution spaces, time sensitivity, constrained compute, mission-critical requirements, and security concerns.

We have a suite of three subscription-based Industrial Generative AI offerings that include software and software tools supported by services. Our software offers its customers flexibility in selecting computing resources, including classical, high performance, and quantum computing hardware, as well as deployment environment options: cloud, private cloud, and on-premise. Using techniques based on the math of quantum physics, we can apply our software tools to specific industrial applications and tailor those applications to our customer’s relevant hardware. These offerings consist of:

Zapata AI Sense (“Sense”): A suite of algorithms and complex mathematical models to enhance analytics and other data-driven applications.

Zapata AI Prose (“Prose”): Our set of generative AI solutions based on large language models (“LLMs”), similar to widely used generic chatbot applications but customized to an enterprise’s industry and its unique problems.

Orquestra: Our Industrial Generative AI application development platform on which it provides Sense and Prose to customers.

While our current customers operate in only a few specific industries, we envision opportunities to utilize our software tools in almost any industry.

The Merger

On March 28, 2024, we completed our previously announced business combination with Legacy Zapata, pursuant to which Legacy Zapata became our wholly owned subsidiary. In connection with the Merger, we 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 we were domesticated and continue as a Delaware corporation (the “Domestication”), changing our name to Zapata Computing Holdings Inc. Holders of our ordinary shares prior to the Merger received shares of Common Stock in the Domestication. At the Effective Time of the Merger, the existing stockholders of Legacy Zapata received shares of 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 Promissory Notes of Legacy Zapata elected to convert their notes and accrued interest thereon into shares of Common Stock in accordance with their terms.

Forward Purchase Agreement

On March 25, 2024, we and Legacy Zapata 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”), which is filed as an exhibit to the registration statement of which this prospectus is a part. Pursuant to the terms of the Forward Purchase Agreement, Sandia purchased, concurrently with the closing of the Merger, 500,000 shares of Common Stock (“Additional Shares”), and, prior to the closing of the Merger, purchased 1,000,000 shares of our Class A ordinary shares from third parties through a broker in the open market (“Recycled 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”). In connection with Sandia’s purchases described above, we prepaid Sandia an aggregate cash amount for such shares equal to the product of (i) the number of shares subject to the Forward Purchase Agreement and (ii) the redemption price per share as defined in Article 51.5 of our Amended and Restated Articles of Association, effective as of January 12, 2022, as amended on July 14, 2023. In the case of the Recycled Shares, the prepayment amount was paid with proceeds from our trust account at the closing of the Merger and the prepayment amount for Additional Shares was netted against the proceeds that Sandia was to pay for the purchase of Additional Shares pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement with Sandia dated March 25, 2024, with Sandia being able to reduce the purchase price for the Additional Shares by such prepayment amount. See “Risk Factors—We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available, and our Forward Purchase Agreement may negatively impact our ability to raise additional capital,” “Risk Factors—If Sandia accelerates our payment obligations under the Forward Purchase Agreement, then we could be obligated to make a substantial cash payment or issue a substantial number of shares to Sandia, which would, as applicable, have a substantially negative impact on our cash position or cause substantial dilution,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

Lincoln Park Transactions

As described above, on December 19, 2023, we entered into the 2023 Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us up to an aggregate of $75.0 million of Common Stock (subject to certain limitations) from time to time over the term of the 2023 Purchase Agreement. On April 12, 2024, we filed with the SEC the Initial Registration Statement, which covers the resale by Lincoln Park of up to 13,000,000 shares of Common Stock, comprised of: (i) 712,025 shares of Common Stock issued, at an effective issuance price of $2.37 per share, to Lincoln Park as a commitment fee and (ii) an additional 12,287,975 shares of Common Stock that we have sold or may sell to Lincoln Park under the 2023 Purchase Agreement from time to time from and after April 19, 2024, the commencement date of the 2023 Purchase Agreement, at our sole discretion. As of August 23, 2024, we have sold an aggregate of 10,058,951 shares of Common Stock to Lincoln Park pursuant to the 2023 Purchase Agreement at a weighted average price of $0.751 per share for aggregate consideration of approximately $7.6 million, and we have issued an additional 712,025 shares of Common Stock issued as a commitment fee under the 2023 Purchase Agreement for no consideration, all of which have been registered for resale under the Initial Registration Statement. Consequently, as of August 23, 2024, we may sell an additional 2,229,024 shares of Common Stock to Lincoln Park that will be subject to resale under the Initial Registration Statement, and approximately $67.4 million of Common Stock remains available for issuance under the 2023 Purchase Agreement.

On August 13, 2024, we entered into the 2024 Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, at our option, up to $10.0 million of our Common Stock from time to time over a 24‑month period upon the satisfaction of certain conditions set forth in the 2024 Purchase Agreement including, but not limited to, the filing and effectiveness of the registration statement of which this prospectus forms a part. In addition, pursuant to the 2024 Purchase Agreement, we have issued 500,000 shares of our Common Stock to Lincoln Park as a commitment fee.

This prospectus covers the resale by Lincoln Park of up to 13,000,000 shares of Common Stock, comprised of: (i) 500,000 shares of Common Stock that we issued to Lincoln Park on August 13, 2024 as a commitment fee under the 2024 Purchase Agreement and (ii) an additional 12,500,000 shares of Common Stock that we may sell to Lincoln Park under the 2023 Purchase Agreement or the 2024 Purchase Agreement from time to time during the term of such Purchase Agreement. All sales are at our sole discretion.

2024 Purchase Agreement

Under the 2024 Purchase Agreement, on and after the satisfaction of certain conditions as set forth in the 2024 Purchase Agreement, including the effectiveness of the registration statement of this prospectus forms a part (the “2024 Purchase Agreement Commencement Date”) and for a period of 24 months thereafter, subject to certain limitations set forth in the 2024 Purchase Agreement, we have the right, but not the obligation, from time to time to direct Lincoln Park to purchase up to 300,000 shares of Common Stock per business day (the “2024 Purchase Agreement Regular Purchase”) at the Purchase Price (as defined below). In addition, we have the right, but not the obligation, to direct Lincoln Park on each Purchase Date to make “accelerated purchases” and

“additional accelerated purchases” on the following business day, on the same terms as described below for the 2023 Purchase Agreement.

Sales to Lincoln Park under the 2024 Purchase Agreement are limited to business days during which the last closing sale price per share of the Common Stock is between $0.10 per share, notwithstanding any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction, and $0.50 (the “Ceiling Price”), as reported by Nasdaq; provided that the Ceiling Price shall not apply during such time that no shares remain available for sale pursuant to an effective registration statement in accordance with prior our registration obligations to Lincoln Park under the 2023 Purchase Agreement and, the Ceiling Price will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction and, effective upon the consummation of any such event, the Ceiling Price will mean $1.00. The 2023 Purchase Agreement remains in full force and effect.

The 2024 Purchase Agreement further provides that we may not issue any securities pursuant to the 2024 Purchase Agreement if such issuance would reasonably be expected to result in a breach of the rules and regulations of Nasdaq (the principal market on which the Common Stock is traded). The aggregate number of shares that we can sell to Lincoln Park under the 2024 Purchase Agreement may in no case exceed 7,726,165 shares (including the 500,000 shares issued to Lincoln Park as a commitment fee) of the Common Stock (which is equal to 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the 2024 Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue shares under the 2024 Purchase Agreement above the Exchange Cap, or (ii) at the time we have issued shares of Common Stock equal to the Exchange Cap and at all times thereafter, the average price per share of Common Stock for all shares of Common Stock sold by us to Lincoln Park under the 2024 Purchase Agreement equals or exceeds $0.4687 per share (which represents the lower of (A) the official closing price of our Common Stock on Nasdaq on the trading day immediately preceding the date of the 2024 Purchase Agreement and (B) the average official closing price of our Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the 2024 Purchase Agreement), as adjusted under applicable Nasdaq rules to take into account the issuance of the 500,000 shares issued to Lincoln Park as a commitment fee so that the Exchange Cap limitation would not apply to issuances and sales of Common Stock under the 2024 Purchase Agreement pursuant to the rules and regulations of Nasdaq. If at any time after the 2024 Purchase Agreement Commencement Date the Exchange Cap is reached (to the extent that the Exchange Cap is applicable), we may not direct Lincoln Park to purchase any shares of Common Stock under the 2024 Purchase Agreement.

Other than as set forth above, the terms of the 2024 Purchase Agreement are identical to the terms of the 2023 Purchase Agreement described below.

2023 Purchase Agreement

Under the 2023 Purchase Agreement, we have the right, but not the obligation, from time to time to direct Lincoln Park to purchase shares of Common Stock having a value of up to $150,000 on any business day (the “Purchase Date”), which may be increased to up to $1,000,000 depending on certain conditions as set forth in the 2023 Purchase Agreement (and subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction as provided in the 2023 Purchase Agreement) (each, a “2023 Purchase Agreement Regular Purchase” and any reference to a “Regular Purchase” shall constitute a reference to the 2023 Purchase Agreement Regular Purchase or the 2024 Purchase Agreement Regular Purchase, as applicable). The purchase price per share of Common Stock for a 2023 Purchase Agreement Regular Purchase will be 95% of the lower of: (i) the lowest trading price for Common Stock on the applicable Purchase Date and (ii) the average of the three lowest closing sale prices for Common Stock during the ten (10) consecutive business days ending on the business day immediately preceding such Purchase Date. The purchase price per Common Share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, forward or reverse share split, or other similar transaction occurring during the business days used to compute such price.

From and after the applicable commencement date, we also have the right, but not the obligation, to direct Lincoln Park on each Purchase Date to make “accelerated purchases” on the following business day (the “Accelerated Purchase Date”) up to the lesser of (i) 300% of the number of shares of Common Stock purchased pursuant to a Regular Purchase or (ii) 30% of the total number (or volume) of shares of Common Stock traded on the Nasdaq during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time (as defined below) for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time (as defined below) for such Accelerated Purchase, at a purchase price equal to 95% of the lower of (x) the closing sale price of Common Stock on the Accelerated Purchase Date and (y) of the volume weighted average price of Common Stock on the Accelerated Purchase Date (during a time period between the Accelerated Purchase Commencement Time and the Accelerated Purchase Termination Time) (each, an “Accelerated Purchase”). We have the right in our sole discretion to set a minimum price threshold for each Accelerated Purchase in the notice provided with respect to such Accelerated Purchase and we may

direct multiple Accelerated Purchases in a day provided that delivery of shares of Common Stock has been completed with respect to any prior Regular Purchases and Accelerated Purchases that Lincoln Park has purchased.

“Accelerated Purchase Commencement Time” means the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Nasdaq as the official open (or commencement) of trading on the Nasdaq on such applicable Accelerated Purchase Date.

“Accelerated Purchase Termination Time” means the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Nasdaq as the official close of trading on the Nasdaq on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Nasdaq has exceeded the number of shares of Common Stock equal to (i) the applicable Accelerated Purchase Share Amount (as defined below) to be purchased by the Investor pursuant to the applicable purchase notice delivered for such Accelerated Purchase (the “Accelerated Purchase Notice”), divided by (ii) 30%, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the trade price for the Common Stock on the Nasdaq as reported by the Nasdaq, has fallen below the applicable minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

“Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase, the number of shares of Common Stock directed by the Company to be purchased by Lincoln Park in an Accelerated Purchase Notice, which number of shares of Common Stock shall not exceed the lesser of (i) 300% of the number of shares of Common Stock directed by the Company to be purchased by Lincoln Park pursuant to the corresponding notice for the corresponding Regular Purchase and (ii) an amount equal to (A) 30% multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Nasdaq during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

The Company may also direct Lincoln Park, on any business day on which an Accelerated Purchase has been completed and all of the Purchase Shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the 2023 Purchase Agreement, to make additional purchases upon the same terms as an Accelerated Purchase.

The 2023 Purchase Agreement may be terminated by us at any time, at our sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the 2023 Purchase Agreement.

The 2023 Purchase Agreement prohibits us from issuing or selling and Lincoln Park from acquiring any Common Stock if (i) the closing price of the Common Stock is less than the floor price of $0.50 or (ii) those shares of Common Stock, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership of more than 4.99%, or at Lincoln Park’s election, up to 9.99%, of the then issued and outstanding shares of Common Stock, as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder.

The 2023 Purchase Agreement specifically provides that we may not issue or sell any shares of Common Stock under the 2023 Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq.

Other than as described above, there are no trading volume requirements or restrictions under the 2023 Purchase Agreement, and we will control the timing and amount of any sales of Common Stock to Lincoln Park.

The 2023 Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions by, among and for the benefit of the parties. Lincoln Park has agreed that neither it nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly any short selling or hedging that establishes a net short position with respect to the Common Stock. There are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on our ability to enter into a similar type of agreement or equity line of credit during the term of the 2023 Purchase Agreement, excluding an At-The-Market transaction with a registered broker-dealer), rights of first refusal, participation rights, penalties or liquidated damages in the 2023 Purchase Agreement.

The 2023 Purchase Agreement also includes certain suspension events, including, among others, a lapse in the effectiveness or availability of the registration statement of which this prospectus is a part; the suspension of our Common Stock from the Principal Market (as defined in the 2023 Purchase Agreement), subject to certain conditions; and failure to deliver shares of Common Stock to Lincoln Park within a specified period of time and certain events of bankruptcy. Lincoln Park does not have the right to terminate the 2023 Purchase Agreement upon any of the suspension events set forth above. During a suspension event following any applicable

grace or cure period, all of which are outside of Lincoln Park’s control, we may not direct Lincoln Park to purchase any shares of Common Stock under the 2023 Purchase Agreement.

Effect of Performance of the Purchase Agreements on Our Stockholders

Actual sales of Common Stock to Lincoln Park under the 2024 Purchase Agreement or 2023 Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including (among others) market conditions, the trading price of our Common Stock and determinations by us as to available and appropriate sources of funding for our operations.

As of August 23, 2024, there were 40,544,677 shares of Common Stock outstanding, including the 500,000 shares of Common Stock that we issued to Lincoln Park under the 2024 Purchase Agreement. Although the 2024 Purchase Agreement provides that we may sell up to an aggregate of $10,000,000 of Common Stock to Lincoln Park and the 2023 Purchase Agreement provides that we may sell up to an aggregate of $75,000,000 of Common Stock to Lincoln Park, only 13,000,000 shares of Common Stock are being offered under this prospectus to Lincoln Park, which represents 500,000 shares of Common Stock that we issued to Lincoln Park on August 13, 2024 as a commitment fee under the 2024 Purchase Agreement and an additional 12,500,000 shares of Common Stock that we may sell to Lincoln Park under the 2023 Purchase Agreement or the 2024 Purchase Agreement from time to time during the term of such Purchase Agreement. Depending on the market prices of Common Stock at the time we elect to issue and sell shares to Lincoln Park under the applicable Purchase Agreement, we may need to register for resale under the Securities Act additional shares of Common Stock in order to receive aggregate gross proceeds equal to the $10,000,000 total commitment available to us under the 2024 Purchase Agreement or the remaining purchase amount of the $75,000,000 total commitment available to us under the 2023 Purchase Agreement.

At an assumed average purchase price equal to $0.50, which is the floor price under the 2023 Purchase Agreement, we would need to register an additional 122,399,427 shares of Common Stock, which would bring the total number of shares issued to Lincoln Park under the 2023 Purchase Agreement to 135,399,427, excluding shares issued under the Initial Registration Statement, in order to sell the entire approximately $67.4 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of August 23, 2024. At an assumed average purchase price equal to $0.10, which is the floor price under the 2024 Purchase Agreement, and at which price sales are not permitted under the 2023 Purchase Agreement, we would need to register an additional 87,500,000 shares of Common Stock, which would bring the total number of shares issued to Lincoln Park under the 2024 Purchase Agreement to 100,000,000, in order to sell the entire $10.0 million of Common Stock to Lincoln Park under the 2024 Purchase Agreement (with such sales subject to receipt of stockholder approval for the sale of shares in excess of the Exchange Cap, as defined in the 2024 Purchase Agreement). We are not required to register any additional shares of Common Stock.

The 13,000,000 shares of Common Stock offered by Lincoln Park under this prospectus represent 37% of the total number of shares of Common Stock outstanding as of June 30, 2024 (approximately 19% on a fully-diluted basis). If we elect to issue and sell more than the 13,000,000 shares of Common Stock offered under this prospectus or the shares available under the Initial Registration Statement to Lincoln Park, which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional shares of Common Stock, which could cause additional substantial dilution to our stockholders. The number of shares of Common Stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of Common Stock we sell to Lincoln Park under the 2024 Purchase Agreement and/or the 2023 Purchase Agreement. Any sales of such shares of Common Stock by Lincoln Park could similarly have a significant negative impact on the trading price of our Common Stock.

Issuances of shares of Common Stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of Common Stock that our existing stockholders own will not decrease, the shares of Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to Lincoln Park.

All 13,000,000 shares of Common Stock to be registered in this offering which have been or may be issued or sold by us to Lincoln Park under the 2023 Purchase Agreement or the 2024 Purchase Agreement are expected to be freely tradable.

See the section entitled “Lincoln Park Transactions” below.

Summary Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks described below, as well as other information included in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” which may be relevant to decisions regarding an investment in or ownership of our securities. The

occurrence of any of these risks could have a significant adverse effect on our reputation, business, financial condition, results of operations, growth and ability to accomplish our strategic objectives.

The sale or issuance of Common Stock to Lincoln Park may cause substantial dilution and the sale of the Common Stock by Lincoln Park that it acquires pursuant to the Purchase Agreements, or the perception that such sales may occur, could cause the price of our Common Stock to decrease.

The terms of the Purchase Agreements limit the number of shares of Common Stock we may issue to Lincoln Park, which may limit our ability to utilize the arrangement to enhance our cash resources.

We expect to require additional capital to pursue our business objectives, growth strategy and respond to business opportunities, challenges or unforeseen circumstances, and to pay off deferred expenses incurred in connection with the Merger, and we may be unable to raise capital or additional financing when needed on acceptable terms, or at all.

Sales of a substantial amount of the Common Stock in the public markets may cause the market price of the Common Stock to decline.

We may issue additional Common Stock or other equity securities without stockholder approval in certain circumstances, which would dilute existing stockholders’ ownership interests and may depress the market price of our Common Stock.

We are an early-stage company with a limited operating history, in a nascent industry, making it difficult to forecast future results.

We have a history of operating losses, which are expected to continue for the foreseeable future.

We ~~will~~have ~~need~~incurred ~~additional~~significant operating ~~capital~~losses tosince ~~continue~~our asinception. We incurred operating losses of $3.4 million and $23.0 million during the years ended December 31, 2025 and 2024, respectively, and we have a ~~going~~cumulative ~~concern~~deficit since the formation of Legacy Zapata in November 2017 through March 31, 2026 ~~implement~~of ~~our~~approximately ~~business~~$9.4 ~~plan~~million. orSince ~~respond~~2025, we have continued to ~~business~~incur ~~opportunities~~net orlosses. ~~unforeseen~~We ~~circumstances~~believe that we will continue to incur operating and ~~such~~net ~~financing~~losses ~~may~~each ~~not~~quarter beat ~~available~~least for the foreseeable future. The size of future losses will depend on several factors, including the degree to which we seek to establish and expand our ~~Forward~~scientific, ~~Purchase~~product, ~~Agreement~~software ~~may~~engineering, ~~negatively~~sales ~~impact~~and other teams, and the revenue that we can generate from sales of our ~~ability~~quantum computing application development solutions. Our operating expenses have increased as a result of becoming a public company and we expect that our expenses will continue to ~~raise~~increase ~~additional~~as ~~capital~~we grow our business, including hiring and re-hiring personnel as we seek to re-establish revenue-generating operations as part of our ongoing restructuring efforts in which began 2025.

IfWe ~~Sandia~~are ~~accelerates~~an ~~our~~early stage ~~payment~~company ~~obligations~~with ~~under~~a ~~the~~limited ~~Forward~~operating ~~Purchase Agreement~~history, ~~then~~in ~~we could be obligated to make~~ a ~~substantial~~nascent ~~cash~~industry, ~~payment~~making orit ~~issue~~difficult ~~a substantial number of shares~~ to ~~Sandia,~~forecast ~~which~~future ~~would, as applicable, have a substantially negative impact on our cash position or cause substantial dilution~~results.

~~While~~We ~~the~~were ~~Senior~~founded ~~Secured~~in ~~Notes~~2017 to ~~are~~develop ~~outstanding,~~and ~~Legacy~~provide ~~Zapata~~software iswith ~~subject~~related services and proprietary IP to ~~substantial~~utilize ~~restrictions,~~quantum ~~including~~math on ~~the~~classical ~~ability~~and tofuture ~~incur~~quantum ~~additional~~hardware. In ~~indebtedness~~late 2024, ~~which~~due ~~could~~to ~~adversely~~financial ~~affect~~difficulties ~~Legacy~~we ~~Zapata’s~~temporarily suspended our operations. In June 2025, following restructuring efforts and conversion of certain outstanding indebtedness into equity, we shifted our business focus from artificial intelligence (AI) to quantum computing software and ~~financial~~solutions. ~~condition~~Our ability to re-establish revenue-generating operations and generate revenue will be dependent upon our ability to access sufficient capital for such purpose. The market focus for our quantum computing application development solutions and the use of quantum math and algorithms are nascent fields with uncertainty on future market uptake and in technological progress in the field.

WeThere ~~have~~can ~~identified~~be ~~material~~no ~~weaknesses~~assurance that inwe ~~our~~can ~~internal~~or ~~control~~will ~~over~~meet ~~financial~~the ~~reporting~~challenges commonly faced by early stage companies, including the need to scale operations and to achieve and manage rapid growth. IfA wenumber ~~are~~of ~~unable~~factors could cause our efforts to ~~remediate~~be ~~these~~adversely ~~weaknesses~~impacted, ~~identify~~including ~~additional~~any ~~material~~inability ~~weaknesses~~to inraise the ~~future~~necessary capital needed to establish revenue-generating operations and pursue our business objectives, increased competition, lesser-than-expected growth or ~~otherwise~~contraction ~~fail~~of our overall market, our inability to ~~maintain~~accurately anforecast ~~effective~~demand ~~system~~for ofour ~~internal~~customer ~~control~~offerings, ~~over~~our ~~financial~~inability ~~reporting~~to establish sales or other partnerships with service firms, ~~this~~an ~~may~~inability ~~result~~to indevelop ~~misstatements~~repeatable insolutions, an inability to grow our ~~financial~~team, or ~~statements~~our failure, ~~cause~~for usany reason, to ~~fail~~capitalize toon growth opportunities. We have encountered and will encounter risks and uncertainties frequently experienced by early stage companies in rapidly changing industries, such as the risks and uncertainties described herein. We cannot provide assurance that we can meet ~~periodic~~the ~~reporting~~challenges ~~obligations~~faced by all companies, including established companies, in rapidly changing or ~~cause~~nascent ~~our~~industries. ~~access~~The failure to ~~capital~~address ~~markets~~these tochallenges besuccessfully ~~impaired.~~or promptly could have a material adverse effect on our future operating results and financial condition.

Our business plan could suffer if we are not able to renew existing contractual relationships with third parties or enter into certain important strategic partnerships, and if we are unable to ensure that our Industrial Generative AI solutions offerings interoperate with a variety of software applications that are developed by others, we may become less competitive and our resulting operations may be harmed. 9

We ~~are~~may ~~highly~~not ~~dependent~~be onable to scale our ~~founders~~business and ~~key~~quantum ~~employees.~~computing application development solutions quickly enough to meet customer and market demand and to remain competitive in the market for quantum computing application development solutions.

~~Our~~In ~~business~~order isto ~~dependent on growing~~ establish and ~~retaining~~grow ~~competitive~~our ~~teams~~business, ofwe ~~sufficient~~will ~~size~~need into ~~the~~re-establish ~~areas of algorithm development, product development,~~ and ~~software~~scale ~~engineering;~~operations ~~the~~in ~~failure~~every toarea ~~achieve~~from ~~any~~our ~~one~~existing ofstart-up ~~these~~capacity. ~~objectives~~These ~~could~~challenges will ~~materially~~require ~~affect~~that ~~our business.~~we:

~~Our~~· ~~estimate~~scale ofour product design team to design and continually re-design our quantum computing application development solutions in order to maintain a competitive position in the market, ~~opportunities~~including ~~may~~increasing ~~prove~~the number of employees following our previous reductions in force; · increase the size of our software engineering team to beproduce ~~inaccurate.~~in a competitively timely manner stable quantum computing application development solutions based on the chosen design elements; · increase the size of our services team to provide ongoing services in connection with our quantum computing application development solutions; · expand our customer-support services; · expand our scientific research and development in order to generate IP required or helpful to our business, including IP to develop our quantum computing application development solutions, to provide freedom to operate for our quantum computing application development solutions, and to create barriers to competition, on an accelerated time frame in order to minimize the risk that third-parties might first create potentially blocking IP; · increase our sales and marketing teams and efforts; · develop and expand relationships with large service firms to leverage sales of our quantum computing application development solutions; · develop and expand our operational, financial and legal systems and teams to accommodate increases in customer and partner relationships and additional legal requirements we will face as a result of international data privacy regulations, securities compliance and reporting obligations; · establish, maintain and scale effective financial disclosure controls and procedures; · expand our executive and administrative teams in all areas including finance, accounting, operations, human resources, and legal, in order to effectively manage our growth; and · expand our access to computing hardware and specifically Graphics Processing Unit chips (“GPUS”), which have faced supply limitations.

A limited number of customers have accounted for most of our revenue. If existing customers do not renew or expand their contracts with us, or if our relationships with these customers are impaired or terminated, our revenue could decline, and our results of operations would be adversely impacted.

Our business depends on our ability to attract new customers and on our existing customers purchasing additional subscriptions from us and/or renewing their existing subscriptions.

If the market for our Industrial Generative AI solutions fails to develop or grow as we expect, or if businesses fail to adopt our Industrial Generative AI solutions, our business, operating results, and financial condition could be adversely affected.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

Any failure to offer high-quality support services for our customers may harm our relationships with our customers and, consequently, our business.

Competitors may develop products and technologies that are superior to our Industrial Generative AI solutions.

Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.

There is no guarantee that our IP will provide the desired competitive advantage.

Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our Industrial Generative AI solutions and subject us to possible litigation.

Laws and regulations governing data use, privacy, and security could burden our business.

Our business relies on computer systems which are vulnerable to attack and/or failure.

There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq.

The market price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could cause the value of your investment to decline.

We incurred significant costs as a result of the Merger and will incur significant increased costs as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives.

Our management team has limited experience in operating a public company.

Future issuances of Common Stock or rights to purchase Common Stock, including pursuant to our Purchase Agreements with Lincoln Park, our 2024 Plan, 2024 ESPP or 2024 Inducement Plan, or in connection with a Dilutive Offering Reset under the Forward Purchase Agreement, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We are an “emerging growth company,” and a “smaller reporting company,” and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Corporate Information

We were incorporated as Andretti Acquisition Corp. on January 20, 2021. On March 28, 2024, Andretti Acquisition Corp. closed the Merger with Legacy Zapata, as a result of which Legacy Zapata became a wholly owned subsidiary of Andretti Acquisition Corp., and Andretti Acquisition Corp. changed its name to Zapata Computing Holdings Inc. Our principal place of business is located at 100 Federal Street, Floor 20, Boston, Massachusetts 02110, and our telephone number is (844) 492-7282. Our website address is www.zapata.ai. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company” as defined in 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 Financial Accounting Standards Board or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We have elected to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies. We also intend to take advantage of some of the reduced regulatory and reporting requirements applicable to emerging growth companies pursuant to the JOBS Act so long as it qualifies as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in annual gross revenue; (2) the date we qualify as a “large accelerated filer”; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

Additionally, we are a “smaller reporting company” as defined in the rules promulgated under the Securities Act. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company only so long as (i) the market value of the Common Stock held by non-affiliates is less than $250 million, calculated as of the end of the most recently completed second financial quarter or (ii) our annual revenue is less than $100 million in our previous financial year and during such completed financial year and the market value of the Common Stock held by non-affiliates is less than $700 million.

THE OFFERING

Issuer	Zapata Computing Holdings Inc.
Securities Offered by Selling Stockholder	500,000 shares of Common Stock issued to Lincoln Park as consideration for its commitment to purchase Common Stock under the 2024 Purchase Agreement. We did not receive any cash proceeds from the issuance of such shares; and
	12,500,000 shares of Common Stock that we may sell to Lincoln Park, from time to time over, as applicable, the 24 months following the 2024 Purchase Agreement Commencement Date in accordance with the 2024 Purchase Agreement, or through April 19, 2027 in accordance with the 2023 Purchase Agreement. All sales are at our sole discretion.
Common Stock Outstanding Before the Offering	35,755,013 (including the 500,000 shares of Common Stock issued to Lincoln Park as a commitment fee on August 13, 2024).
Common stock Outstanding after theOffering	up to 48,255,013 shares (assuming the issuance of all of the shares that may be issued after the date of this prospectus under the Purchase Agreements that are being offered by this prospectus). The actual number of Common Stock issued will vary depending on the prices at which we sell Common Stock, if any, to Lincoln Park.
Use of Proceeds	We will receive no proceeds from the sale of Common Stock by Lincoln Park in this offering. We may receive up to $10,000,000 in gross proceeds from the sale of shares of Common Stock to Lincoln Park pursuant to the 2024 Purchase Agreement and up to $67,449,714 in gross proceeds from the sale of shares of Common Stock to Lincoln Park pursuant to the 2023 Purchase Agreement, which represents the total amount that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of August 23, 2024, in each case from time to time after the date that the registration statement of which this prospectus is a part is declared effective. Any proceeds we receive, we intend to use for general corporate purposes, which may include business opportunities and the repayment of indebtedness. See “Use of Proceeds” for additional information.
Risk Factors	Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus.
Nasdaq Global Market Symbol	“ZPTA”

Unless we specifically state otherwise or the context otherwise requires, the information above is as of June 30, 2024, does not give effect to issuances of Common Stock, warrants or options to purchase Common Stock, or the exercise of warrants or options after such date, and excludes:

3,491,146 shares reserved under the 2024 Plan;

581,858 shares reserved under the 2024 ESPP;

600,000 shares reserved under the 2024 Inducement Plan;

13,550,000 shares of Common Stock underlying Private Warrants;

11,499,982 shares of Common Stock underlying Public Warrants;

900,000 shares of Common Stock issuable upon exercise of nonstatutory stock options granted to two employees to induce such employees to accept employment with us in reliance on Nasdaq Listing Rule 5635(c)(4); and

2,723,419 shares of our common stock issuable upon the exercise of options assumed from Legacy Zapata as a result of the Merger at a weighted average exercise price of $2.31 per share.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Before you decide to invest in our Common Stock, you should consider carefully the risks described below, together with the other information contained in this prospectus, including our financial statements and the related notes appearing at the end of this prospectus. We believe the risks described below are the risks that are material to us as of the date of this prospectus. If any of the following risks actually occur, our business, results of operations and financial condition would likely be materially and adversely affected. In these circumstances, the market price of our Common Stock could decline, and you may lose part or all of your investment.

Risks Related to the Offering

On December 19, 2023, we and Legacy Zapata entered into the 2023 Purchase Agreement with Lincoln Park pursuant to which Lincoln Park agreed to purchase, at our option, up to $75,000,000 of Common Stock from time to time over a 36-month period following April 19, 2024. On April 11, 2024, we issued 712,025 shares of our Common Stock to Lincoln Park as a commitment fee (the “Initial Commitment Shares”). On April 12, 2024, we filed the Initial Registration Statement, which registers for resale the Initial Commitment Shares and an additional 12,287,975 shares of Common Stock issuable to Lincoln Park under the 2023 Purchase Agreement, which was declared effective on April 18, 2024. As of August 23, 2024, we have sold an aggregate of 10,058,951 shares of Common Stock to Lincoln Park pursuant to the 2023 Purchase Agreement at a weighted average price of $0.751 per share for aggregate consideration of approximately $7.6 million, and we have issued an additional 712,025 shares of Common Stock issued as a commitment fee under the 2023 Purchase Agreement for no consideration, all of which have been registered for resale under the Initial Registration Statement. Consequently, as of August 23, 2024, 2,229,024 shares of Common Stock are available under the Initial Registration Statement, and we may sell up to approximately $67.4 million of additional Common Stock to Lincoln Park under the 2023 Purchase Agreement.

On August 13, 2024, we entered into the 2024 Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, at our option, up to $10,000,000 of Common Stock from time to time over a 24‑month period upon the satisfaction of certain conditions set forth in the 2024 Purchase Agreement including, but not limited to, the filing and effectiveness of the registration statement of which this prospectus is a part. In addition, pursuant to the 2024 Purchase Agreement, we have issued 500,000 shares of our Common Stock to Lincoln Park as a commitment fee (the “New Commitment Shares”). Under the 2024 Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase shares, on business days during which the last closing sale price of our Common Stock is between $0.10 and $0.50 (as may be adjusted in certain circumstances).

The purchase price for the Common Stock that we may sell to Lincoln Park under the Purchase Agreements will fluctuate based on the trading price of Common Stock. We generally have the right to control the timing and amount of any future sales of Common Stock to Lincoln Park. Additional sales of Common Stock to Lincoln Park will depend upon market conditions and other factors to be determined by us. While the terms of the Purchase Agreements limit the rate at which we can sell Common Stock to Lincoln Park, including that we may sell shares of Common Stock for so long as the closing price of our Common Stock is (i) not less than $0.50 in the case of the 2023 Purchase Agreement and (ii) not less than $0.10 nor more than $0.50 (as may be adjusted in certain circumstances), in the case of the 2024 Purchase Agreement, the number of shares of Common Stock that we can sell to Lincoln Park under the Purchase Agreements could constitute a considerable percentage of our public float at the time of such sales). As a result, the resale by Lincoln Park of shares of our Common Stock pursuant to this prospectus could have a significant negative impact on the trading price of our Common Stock. The 13,000,000 shares of our Common Stock that may be resold into the public markets pursuant to this prospectus represent approximately 32% of the shares of our Common Stock outstanding as of August 23, 2024, prior to giving effect to this offering. We may ultimately decide to sell to Lincoln Park all, some or none of the Common Stock that may be available for us to sell pursuant to the Purchase Agreements.

It is very likely that the registration of additional shares of Common Stock will be required if we sought to sell the entire $67.4 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of August 23, 2024 or the entire $10.0 million of Common Stock under the 2024 Purchase Agreement.

available under the Initial Registration Statement. Assuming that the Common Stock was sold at an average price equal to $0.50 per share and that we were to register sufficient additional shares of Common Stock in order to sell the entire $69.7 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of June 30, 2024, after giving effect to the assumed sale of such 139,399,419 shares of Common Stock, the issuance of 500,000 shares to Lincoln Park as commitment shares under the 2024 Purchase Agreement and after deducting estimated offering expenses of $75,000 payable by us, our as-adjusted net tangible book value as of June 30, 2024 would have been approximately $42.7 million, or $0.24 per share. This represents an immediate increase in net tangible book value of $1.01 per share to existing shareholders and an immediate dilution of $0.26 per share to investors in this offering.

At an assumed average purchase price equal to $0.10, which is the floor price under the 2024 Purchase Agreement, and at which price sales are not permitted under the 2023 Purchase Agreement, we would need to register an additional 87,500,000 shares of Common Stock (or 100,000,000 shares of Common Stock in aggregate) in order to sell the entire $10.0 million of Common Stock to Lincoln Park under the 2024 Purchase Agreement (with such sales subject to receipt of stockholder approval for the sale of shares in excess of the Exchange Cap, as defined in the 2024 Purchase Agreement). Assuming that the Common Stock was sold at an average price equal to $0.10 per share and that we were to register sufficient additional shares of Common Stock in order to sell the entire $10.0 million of Common Stock to Lincoln Park under the 2024 Purchase Agreement, and assuming receipt of stockholder approval for the sale of shares in excess of 7,726,165 shares designated as the Exchange Cap under the 2024 Purchase Agreement, after giving effect to the assumed sale of such 100,000,000 shares of Common Stock, the issuance of 500,000 shares to Lincoln Park as commitment shares under the 2024 Purchase Agreement and after deducting estimated offering expenses of $75,000 payable by us, our as-adjusted net tangible book value as of June 30, 2024 would have been approximately $(17.0) million, or $(0.13) per share. This represents an immediate increase in net tangible book value of $0.64 per share to existing shareholders and an immediate dilution of $0.23 per share to investors in this offering.

When we sell Common Stock to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Sales to Lincoln Park by us have resulted in, and could continue to result in, substantial dilution to the interests of other holders of Common Stock. Additionally, the sale of a substantial number of Common Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at prices that we might otherwise wish to effect such sales. See “Lincoln Park Transactions” on page 140 for more information regarding the Purchase Agreements.

We have the right to require Lincoln Park to purchase shares from us under the 2023 Purchase Agreement through April 19, 2027 and under the 2024 Purchase Agreement over a 24-month period upon the satisfaction of the conditions described in the 2024 Purchase Agreement, in each case at a discount to the then current market price (or at a discount to the average of the three lowest closing sale prices during the ten consecutive business days ending on the business day immediately preceding the purchase date). This gives Lincoln Park an incentive to sell such shares immediately. As such, Lincoln Park would not be subject to the same level of market risk as other investors. Each potential Lincoln Park purchase will result in the issuance of additional shares of Common Stock, which will further dilute our stockholders, and may in turn decrease the trading price of our Common Stock and our ability to obtain additional financing.

Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return.

Our management will have broad discretion over the use of proceeds from the sale of Common Stock to Lincoln Park pursuant to the Purchase Agreements. We intend to use the net proceeds from the sale of Common Stock to Lincoln Park pursuant to the Purchase Agreements for general corporate purposes, which may include business opportunities and the repayment of indebtedness, including deferred expenses incurred in connection with the Merger. Our management will have considerable discretion in the application of the proceeds from the sale of Common Stock to Lincoln Park pursuant to the Purchase Agreements, and you will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used appropriately. The proceeds from the sale of Common Stock to Lincoln Park pursuant to the Purchase Agreements may be used for corporate purposes that do not increase our operating results or enhance the value of our Common Stock.

The terms of the Purchase Agreements limit the number of shares of Common Stock we may issue to Lincoln Park, which may limit our ability to utilize the arrangement to enhance our cash resources.

The Purchase Agreements include restrictions on our ability to sell Common Stock to Lincoln Park, including, subject to specified limitations, if a sale would cause Lincoln Park and its affiliates to beneficially own more than 4.99%, or at Lincoln Park’s election, up to 9.99%, of our issued and outstanding Common Stock (the “Beneficial Ownership Limitation”). Therefore, we cannot guarantee that we will have the ability to access the full amount under the Purchase Agreements. In addition, absent stockholder approval, we are prohibited from issuing more than approximately 7.7 million shares of our Common Stock under the 2024 Purchase

Agreement, which is equal to 19.99% of our outstanding Common Stock immediately prior to the execution of the 2024 Purchase Agreement, at below market prices per Nasdaq rules. Accordingly, we cannot guarantee that we will be able to sell all of the $10.0 million of Common Stock permitted to be sold to Lincoln Park under the 2024 Purchase Agreement in this offering as we may not seek, or if we do seek, we may not obtain, required stockholder approval. If we cannot sell the full amount of the Common Stock that Lincoln Park has committed to purchase because of these limitations, we may be required to utilize more costly and time-consuming means of accessing the capital markets, which could materially adversely affect our liquidity and cash position. If we choose to sell more shares of Common Stock than are offered under this prospectus, we must first register for resale under the Securities Act such additional shares of Common Stock.

We expect to seek additional financing in the future to fund our growth, such as use of the funds available under the 2023 Purchase Agreement and the 2024 Purchase Agreement, expand go-to-market functions and drive market demand, grow and manage our offerings, hire employees, respond to competitive pressures, make acquisitions or other investments, and pay off deferred expenses incurred in connection with the Merger. Our business plans may change, general economic, financial or political conditions in our markets may deteriorate or other circumstances may arise, in each case that have a material adverse effect on our cash flows and the anticipated cash needs of our business. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. We cannot predict the timing or amount of any such capital requirements at this time.

If financing is not available on satisfactory terms, or at all, we may be unable to expand our business at the rate desired and our results of operations may suffer. In addition, any financing through issuances of equity securities would be dilutive to holders of our shares.

Sales of a substantial amount of the Common Stock in the public markets may cause the market price of the Common Stock to decline.

Pursuant to Lock-Up Agreements and restrictions in our Bylaws related to securities issued to Legacy Zapata stockholders in connection with the Merger and subject to certain exceptions, Legacy Zapata stockholders are contractually restricted from selling or transferring any of their shares. However, simultaneously with the closing of the Merger, we released from lock-up restrictions an aggregate of 2,300,000 shares of Common Stock held by stockholders subject to the Zapata Preferred Stock Lock-Up Agreement on a pro rata basis. Additionally, following the expiration of the lock-up periods prescribed in such documents, which will be as early as September 28, 2024 pursuant to the Zapata Preferred Stock Lock-Up Agreement, Legacy Zapata stockholders will not be restricted from selling Common Stock held by them, other than by applicable securities laws. As such, sales of a substantial number of shares of our Common Stock in the public market could occur at any time following the expiration of the applicable lock-up period. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Common Stock.

As restrictions on resale end and registration statements, such as this one, are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the price of our Common Stock or the market price of our Common Stock could decline if the holders of currently restricted shares of Common Stock sell them or are perceived by the market as intending to sell them. Moreover, the sale of shares under the Purchase Agreements, any announcement or other public disclosure regarding such sales, the perceived risk of such sales, the dilution that would result from such sales should they occur and the resulting downward pressure on our share price as a result of the foregoing could encourage investors to engage in short sales of our Common Stock. By increasing the number of shares of Common Stock offered for sale as a result of the resale registration statements that we have filed or may file in the future, material amounts of short selling could further contribute to progressive price declines in our Common Stock.

After this registration statement becomes effective, when we sell our Common Stock to Lincoln Park, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with applicable securities laws. Therefore, sales to Lincoln Park could result in substantial dilution to the interests of other holders of our Common Stock. Additionally, the sale of a substantial number of shares of our Common Stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at prices that it might otherwise wish to effect such sales.

We may issue additional shares of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, financings, future acquisitions, repayment of outstanding indebtedness, employee benefit plans and exercises of outstanding options, warrants and other convertible securities without stockholder approval, in a number of circumstances, including pursuant to the Purchase Agreements (subject to the stockholder approval requirements in the 2024 Purchase Agreement discussed in “—The terms of the Purchase Agreements limit the number of shares of Common Stock we may issue to Lincoln Park, which may limit our ability to utilize the arrangement to enhance our cash resources” above).

Additionally, on March 25, 2024, we entered into the Forward Purchase Agreement with Sandia, pursuant to which Sandia has the right to purchase shares from us up to the Maximum Number of Shares (as defined in the Forward Purchase Agreement). Any transaction that constitutes a Dilutive Offering (as defined below) will trigger an increase in the Maximum Number of Shares 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. Sandia’s payment for the purchase of any such shares will be netted against our equal cash prepayment to Sandia for such shares, so we will not receive any proceeds for such issuance until the end of the term of the Forward Purchase Agreement, unless Sandia elects to early terminate some or all of the shares subject to such agreement. Accordingly, Sandia may be incentivized to purchase Additional Shares immediately following a Dilutive Offering. The Forward Purchase Agreement excludes from the definition of Dilutive Offering drawdowns on the 2023 Purchase Agreement, as may be amended, supplemented or otherwise modified from time to time, or any extension, continuation or replacement thereof, occurring until October 15, 2024, the date that is 180 days after the effectiveness of the Initial Registration Statement, but following the end of such period, any drawdowns under the 2023 Purchase Agreement or the 2024 Purchase Agreement may constitute a Dilutive Offering. Additional purchases of shares pursuant to the Forward Purchase Agreement by Sandia may substantially dilute our Common Stock (See “—We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available, and our Forward Purchase Agreement may negatively impact our ability to raise additional capital”).

Our issuance of additional shares of Common Stock or other equity securities of equal or senior rank would have the following effects:

a stockholder’s proportionate ownership interest in the Company would decrease;

the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

the relative voting strength of each previously outstanding share of Common Stock may be diminished; and

the market price of the Common Stock may decline.

Risks Related to Zapata’s Financial Condition and Status as an early-stage Company

We are an early-stage company with a limited operating history, in a nascent industry, making it difficult to forecast future results.

We were founded in 2017 to develop and provide software with related services and proprietary IP to utilize quantum math on classical and future quantum hardware. Most recently, we are an Industrial Generative AI (as defined in “Prospectus Summary—Overview”) software company that develops custom quantum-inspired generative AI applications and provides accompanying services to solve complex industrial problems. The market focus for our Industrial Generative AI solutions and the use of quantum math and algorithms are nascent fields with uncertainty on future market uptake and in technological progress in the field.

There can be no assurance that we can or will meet the challenges commonly faced by early-stage companies, including the need to scale operations and to achieve and manage rapid growth. A number of factors could cause our scaling efforts to be adversely impacted, including any increased competition, lesser-than-expected growth or contraction of our overall market, our inability to accurately forecast demand for our customer offerings, our inability to establish sales or other partnerships with service firms, an inability to develop repeatable solutions, an inability to grow our team, or our failure, for any reason, to capitalize on growth opportunities. We have encountered and will encounter risks and uncertainties frequently experienced by early-stage companies in rapidly changing industries, such as the risks and uncertainties described herein. We cannot provide assurance that we can meet the challenges faced by all companies, including established companies, in rapidly changing or nascent industries. The failure to address these challenges successfully or promptly could have a material adverse effect on our future profitability.

We have a history of operating losses, which are expected to continue for the foreseeable future.

We have incurred significant operating losses since our inception. We incurred net losses of $37.9 million and $9.8 million during the six months ended June 30, 2024 and 2023, respectively, and we have a cumulative deficit since the formation of Legacy Zapata in November 2017 through June 30, 2024 of approximately $127.4 million. We believe that we will continue to incur operating and net losses each quarter at least for the foreseeable future. The size of future losses will depend on several factors, including the degree to which we expand our scientific, product, software engineering, sales and other teams, and the revenue that we can generate from sales of our Industrial Generative AI solutions. Our operating expenses have increased as a result of becoming a public company and we expect that our expenses will continue to increase as we grow our business.

We may not be able to scale our business and Industrial Generative AI solutions quickly enough to meet customer and market demand and to remain competitive in the Industrial Generative AI solutions market.

In order to grow our business, we will need to scale our operations in every area from our existing start-up capacity. These challenges will require that we:

scale our product design team to design and continually re-design our Industrial Generative AI solutions in order to maintain a competitive position in the market, including increasing the number of employees following our previous reductions in force;

increase the size of our software engineering team to produce in a competitively timely manner stable Industrial Generative AI solutions based on the chosen design elements;

increase the size of our services team to provide ongoing services in connection with our Industrial Generative AI solutions;

expand our customer-support services;

expand our scientific research and development in order to generate IP required or helpful to our business, including IP to develop our Industrial Generative AI solutions, to provide freedom to operate for our Industrial Generative AI solutions, and to create barriers to competition, on an accelerated time frame in order to minimize the risk that third-parties might first create potentially blocking IP;

increase our sales and marketing teams and efforts;

develop and expand relationships with large service firms to leverage sales of our Industrial Generative AI solutions;

develop and expand our operational, financial and legal systems and teams to accommodate an expected increase in customer and partner relationships and additional expected legal requirements imposed as a result of international data privacy regulations, securities compliance and reporting obligations imposed by the Merger;

establish, maintain and scale effective financial disclosure controls and procedures;

expand our executive and administrative teams in all areas including finance, accounting, operations, human resources, and legal, in order to effectively manage our growth; and

expand our access to computing hardware and specifically Graphics Processing Unit chips (“GPUS”), which have faced supply limitations.

If we cannot successfully overcome these challenges and manage the organizational growth required to do so, then our business, including our ability to establish and maintain a competitive place in the market, financial condition, and profitability, may be materially adversely affected.

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22Upon the occurrence of an Event of Default under the Security Agreement, the collateral agent will have certain rights under the Security Agreement, including the right to take control of the Collateral and, in certain circumstances, sell the Collateral to cover obligations owed to the holders of the Secured Notes pursuant to its terms. “Event of Default” under the Security Agreement means (i) any default of the terms, conditions or covenants of the Security Agreement (after giving effect to any applicable grace or cure period) and any event of default under the Secured Notes, which includes any failure to pay any principal or interest payment on the due date or any other payments required under the terms of the Secured Notes, a breach of any other covenant under the Secured Notes, and entering into any voluntary or involuntary bankruptcy or insolvency proceedings. Any such default would have a material adverse effect on Legacy Zapata’s and, by extension, our, business and our stockholders could lose their entire investment in the Company.

~~be available in sufficient amounts or on terms acceptable to us. These factors raise substantial doubt about our ability to continue as a going concern.~~10

Our business plan also contemplates a substantial scaling of Zapata across all departments, including science, software engineering, and product design, in order to launch multiple products and/or offerings in a timely manner to obtain and preserve a competitive advantage. This scaling will require substantial capital at a time when we project we will be operating at a loss before we become profitable, and this may take longer than we anticipate. Consequently, our expansion is limited in proportion to our growth in revenue and available capital. The capital required to sustain our business during this period may be greater than anticipated. We also deferred certain costs incurred in connection with the Merger. The terms of these deferrals required us to commence payment on the deferred amounts in May 2024. As of June 30, 2024, approximately $6.1 million of deferred offering costs remain outstanding. In addition, presently unforeseen opportunities or circumstances may require capital beyond what we currently project. The period during which we expect to operate at a loss may be extended by circumstances beyond our control.

We may obtain additional financing through public or private equity or debt financings (subject to the limitations under the Senior Secured Notes and Forward Purchase Agreement), such as the 2023 Purchase Agreement and the 2024 Purchase Agreement, that may result in dilution to stockholders, the issuance of securities with priority as to liquidation and/or dividend and other rights more favorable than the Common Stock, or the imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. For example, as of June 30, 2024, we have outstanding an aggregate principal amount of $2.0 million in Senior Secured Notes. These Senior Secured Notes, among other things, convert at the option of the holder at $8.50 per shares and prohibit Legacy Zapata from issuing additional indebtedness, subject to limited exceptions. There is no guarantee that future financing will be at financial terms equal to or more favorable than these, and we may need to enter into future equity or, if available, debt financing at significantly less favorable terms. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.

Additionally, the Forward Purchase Agreement may negatively impact our ability to raise additional capital through equity or debt financings, due to the potential substantial dilution to our stockholders that could occur during the term of the instrument (which will be no more than two years from the date of the closing of the Merger), or may negatively affect our ability to obtain favorable or acceptable terms in connection with any such equity or debt financing. Under the Forward Purchase Agreement, the “Reset Price” is $10.00 per share. Beginning 180 days after the closing of the Merger, the Reset Price will subject to monthly resets, to be the greater of (a) $4.50 and (b) the 30-day volume weighted average price of shares of Common Stock immediately preceding the reset date (but not to exceed $10.00). If during the term of the Forward Purchase Agreement, we sell or issue any shares of Common Stock or securities convertible or exercisable for shares of Common Stock at an effective price of less than the Reset Price (a “Dilutive Offering”), then the Reset Price would immediately reset to the effective price of such offering, subject to certain exceptions, which include an exception for drawdowns under the 2023 Purchase Agreement, as may be amended, supplemented or otherwise modified from time to time, or any extension, continuation or replacement thereof, through October 15, 2024, the date that is 180 days following effectiveness of the Initial Registration Statement. Reduction of the Reset Price would reduce any payments Sandia may be obligated to pay us with respect to any Terminated Shares (as defined in the Forward Purchase Agreement). Additionally, in the event of a Dilutive Offering, the maximum number of shares available under the Forward Purchase Agreements could be increased if the Dilutive Offering occurs at a price below the existing Reset Price. The maximum number of shares would be reset 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. Depending on the Reset Price over the 24 months following the closing of the Merger (which may be impacted by the price at which shares of our Common Stock could be sold through a potential public or private equity offering) and the manner in which the Forward Purchase Agreement transactions are settled, we may not receive any future payments under the Forward Purchase Agreement, and will be required to pay an adjustment amount of $2.00 per share in cash or $2.25 per share in issuances of additional shares, offset by the amount that Sandia pays us for such shares (if any), calculated pursuant to the Forward Purchase Agreement based on the volume weighted daily VWAP Price (as defined in the Forward Purchase Agreement), which could adversely affect our liquidity and capital needs. Additionally, any proceeds to which we may be entitled pursuant to the Forward Purchase Agreement are not held in any bankruptcy-protected account, escrow account, trust account, or any similar arrangement, and there is no requirement for Sandia to hold such amount separate or apart from any other funds of Sandia prior to the settlement of the transactions pursuant to the Forward Purchase Agreement. The lack of any such bankruptcy-protected arrangement subjects us to further risk that we may never have access to the settlement proceeds if the Sellers fail to make payments when due, default under the Forward Purchase Agreement, become insolvent or declare bankruptcy.

We may also seek additional financing even if in our view such additional financing is not required in order to take advantage of favorable market conditions or for strategic considerations. There can be no assurance that additional financing will be available on favorable terms, or at all. The inability to obtain such additional financing if needed may adversely affect our ability to operate at the levels necessary to execute our business plan or may force us into bankruptcy.

If Sandia accelerates our payment obligations under the Forward Purchase Agreement, then we could be obligated to make a substantial cash payment or issue a substantial number of shares to Sandia, which would, as applicable, have a substantially negative impact on our cash position or cause substantial dilution.

The terms of the Forward Purchase Agreement give Sandia the right to accelerate our obligations under the Forward Purchase Agreement if the VWAP Price for 20 trading days during a 30 consecutive trading day-period falls below $1.00 per share (a “VWAP Trigger Event”). Because a VWAP Trigger Event has occurred, Sandia has the right, but not the obligation, to accelerate the term of the Forward Purchase Agreement. If Sandia elects to exercise its acceleration right, we would be required to pay an adjustment amount of $2.00 per share in cash or $2.25 per share in issuances of additional shares, offset by the amount that Sandia pays us for such shares (if any), calculated pursuant to the Forward Purchase Agreement based on the volume weighted daily VWAP Price. If Sandia accelerates our payment obligations under the Forward Purchase Agreement, then we could be obligated to make a substantial cash payment or issue a substantial number of shares to Sandia, which would, as applicable, have a substantially negative impact on our cash position or cause substantial dilution.

While the Senior Secured Notes are outstanding, Legacy Zapata is subject to substantial restrictions, including on the ability to incur additional indebtedness, which could adversely affect Legacy Zapata’s and our business and financial condition.

Pursuant to the Senior Secured Note Purchase Agreement, we issued and sold, or issued in exchange for Senior Notes, an aggregate of $16.2 million in aggregate principal amount of Senior Secured Notes. Following the closing of the Merger, $2.0 million in aggregate principal amount of Senior Secured Notes remain outstanding. The Senior Secured Notes bear compounding interest at the rate of 15% per annum and all accrued but unpaid interest thereon will be due and payable on December 15, 2026. While Legacy Zapata can prepay the Senior Secured Notes without penalty prior to maturity, so long as any Senior Secured Notes are outstanding, Legacy Zapata cannot incur additional indebtedness for borrowed money, and cannot create, incur, assume or suffer to exist any lien on any property or assets, in each case except in limited circumstances. Accordingly, we will be significantly limited in our ability to obtain additional debt financing for so long as the Senior Secured Notes remain outstanding. The Senior Secured Notes are convertible at the option of the holder at a conversion price of $8.50 per share. However, there is no guarantee that the remaining noteholders will convert their Senior Secured Notes and, due to the current trading price of our Common Stock, we would not expect such conversion absent a significant increase in the price of our Common Stock.

A significant portion of the assets of Legacy Zapata, which serves as our operating entity, are pledged to the holders of the Senior Secured Notes and failure to repay obligations to these noteholders when due, or any other default events, will have a material adverse effect on Legacy Zapata’s and our business and could result in foreclosure on Legacy Zapata’s assets.

In connection with the issuance of Senior Secured Notes in December 2023, Legacy Zapata entered into a Security Agreement with Acquiom Agency Services LLC as collateral agent on behalf of the noteholders (the “Security Agreement”). The Security Agreement creates a security interest in all of the property of Legacy Zapata and Zapata Government Services, Inc., its wholly owned subsidiary, subject to certain exceptions specified in the Security Agreement (the “Collateral”). Pursuant to the Security Agreement, Zapata Government Services, Inc. has agreed to guarantee the obligations of Zapata under the Security Agreement and the Senior Secured Note.

Upon the occurrence of an Event of Default under the Security Agreement, the Collateral Agent will have certain rights under the Security Agreement, including the right to take control of the Collateral and, in certain circumstances, sell the Collateral to cover obligations owed to the holders of the Senior Secured Notes pursuant to its terms. “Event of Default” under the Security Agreement means (i) any default of the terms, conditions or covenants of the Security Agreement (after giving effect to any applicable grace or cure period); (ii) failure to pay any principal or interest payment on the due date or any other payments required under the terms of the Senior Secured Note within 15 days of notification of such failure to pay, (iii) Legacy Zapata or any guarantor is in default under any loan agreement or any other indebtedness for borrowed money, in each case in a principal amount of greater than $200,000 that has not been cured or waived, or (iv) Legacy Zapata or any guarantor enters into any voluntary or involuntary bankruptcy or insolvency proceedings. Any such default would have a material adverse effect on Legacy Zapata’s and, by extension, our, business and our stockholders could lose their entire investment in us.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, ~~and the rules and regulations of the applicable listing standards of Nasdaq,~~ including regular attestations by management concerning its internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to these increased regulatory compliance and reporting requirements. If we are not able to implement the additional requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”) in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors. This may subject us to adverse regulatory consequences and could harm investor confidence. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources. We will need to hire additional accounting and financial personnel in order to achieve these goals.

we may not be able to assess whether our internal control over financial reporting is effective and may fail to provide timely and accurate financial information to investors. This may subject us to adverse regulatory consequences and could harm investor confidence. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. The controls required are not currently in place; however, we are working to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also working to design and maintain our internal control over financial reporting.

Our current controls and any new controls that we develop may ~~become~~be inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls, or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, the effectiveness of internal control over financial reporting, and/or our ability to produce timely and accurate financial reports. Moreover, our business may be harmed if we experience problems with any new systems and controls, resulting in delayed implementation or increased costs to correct any issues.

Further, in addition to the material weaknesses described ~~below~~in the Risk Factor which follows and elsewhere in this Prospectus, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our business or cause us to fail to meet our reporting obligations. That failure could result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting. Those reports will eventually be included in our periodic reports filed with the SEC. Ineffective disclosure controls or internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Common Stock. ~~In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.~~

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until our first annual report filed with the SEC after we have become an accelerated filer or a large accelerated filer. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting has been designed, documented, or is actively operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business and could cause a decline in the trading price of our Common Stock.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, identify additional material weaknesses in the future, or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in misstatements in our financial statements, cause us to fail to meet periodic reporting obligations, or cause our access to capital markets to be impaired.

In connection with the preparation and audit of ~~Legacy~~our ~~Zapata’s~~ financial statements as of and for the ~~fiscal~~year ~~years~~ ended December 31, ~~2023~~2025, ~~and 2022,~~ material weaknesses have been identified in ~~its~~the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses we identified include:

~~Legacy~~· ~~Zapata~~The ~~did~~Company does not ~~employ~~have sufficient segregation of duties within accounting ~~and~~functions, ~~financial~~as ~~reporting~~its ~~personnel~~Chief ~~with~~Executive ~~requisite~~Officer ~~knowledge~~is ~~and~~the ~~experience~~sole inofficer of the ~~application~~Company. · The Company does not have sufficient or complete written documentation of ~~generally~~our ~~accepted~~internal ~~accounting~~controls ~~principles~~policies inand procedures. · A substantial portion of the UCompany’s financial reporting is carried out by an outside accounting firm.S. ~~GAAP~~· The Company’s human resources, processes and ~~SEC~~systems ~~rules~~are not sufficient to ~~facilitate~~enable ~~accurate~~the ~~and~~production of timely and accurate financial ~~reporting~~statements in accordance with US GAAP.

~~Legacy~~These ~~Zapata~~material ~~did~~weaknesses could ~~not~~result ~~maintain~~in ana ~~effective~~misstatement ~~risk~~of ~~assessment~~account ~~process,~~balances ~~which~~or ~~led~~disclosures that would result in a material misstatement to ~~improperly~~our ~~designed~~combined ~~controls~~annual or interim financial statements that would not be prevented or detected.

Legacy Zapata did not design and maintain appropriate control activities; including those to support the appropriate segregation of duties over the review of account reconciliations, manual journal entries and safeguarding of assets.

Legacy Zapata did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures.

Legacy Zapata did not document, thoroughly communicate, and monitor controls processes and relevant accounting policies and procedures.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to our combined annual or interim financial statements that would not be prevented or detected. Had Legacy Zapata performed an evaluation of its internal control over financial reporting in accordance with Section 404, additional control deficiencies may have been identified by management, and those control deficiencies could have also represented one or more material weaknesses.

In an effort to remediate the material weaknesses, we have retained an accounting consulting firm to provide additional depth and breadth to our technical accounting and financial reporting capabilities. We intend to engage internal control consultants to assist us in performing a risk assessment to identify relevant risks and specify needed objectives. With their assistance, we intend to formalize and communicate our policies and procedures surrounding our financial close, financial reporting and other accounting processes, and to further develop and document necessary policies and procedures regarding our internal control over financial reporting, such that we are able to perform a Section 404 analysis of our internal control over financial reporting when and as required. We cannot assure that these measures will significantly improve or remediate the material weaknesses described above. We also cannot assure that we have identified all or that we will not have additional material weaknesses in the future. Accordingly, a material weakness may still exist when we report on the effectiveness of our internal control over financial reporting for purposes of our management’s required attestation. Further, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

We have incurred and expect to incur additional costs to remediate these control deficiencies, though there can be no assurance that our efforts will be successful or that we will avoid potential future material weaknesses. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We also could become subject to investigations by ~~Nasdaq,~~ the SEC or other regulatory authorities.

Our ability to use existing or future net operating loss carryforwards and other tax attributes may be limited.

We have incurred net operating losses (“NOLs”) for tax purposes for each year since our incorporation and we expect to continue to operate at a loss for the foreseeable future. As of December 31, ~~2023,~~2025 ~~Legacy~~we ~~Zapata~~ had a cumulative U.S. federal carryforward of approximately $6271.1 million and a cumulative state NOL carryforward of approximately $3741.70 million. If not utilized, ~~an immaterial amount of U.S. federal NOLs generated prior to 2018 will expire at various dates through 2037 and~~ the state NOLs will expire at various dates through ~~2042~~ 2044. The U.S. federal NOLs generated after 2017 can be carried forward indefinitely. Under the Code, the deductibility of the U.S. federal NOL carryforward as of December 31, ~~2023~~2025 ~~(other than the immaterial amount generated prior to 2018)~~ and all future U.S. federal NOL carryforwards is limited to 80% of taxable income, limiting or delaying in part the use of NOL carryforwards if and when we cease operating at a loss. We may potentially use these U.S. federal and state NOLs to offset taxable income for U.S. federal and state income tax purposes. However, the use of these NOLs may be subject to numerous limitations under the Code and under state tax laws. Among such limitations, Section 382 of the Code may limit the use of these NOLs in any year for U.S. federal income tax purposes in the event of certain past or future changes in ownership of us or Legacy Zapata. An ownership change under Section 382 of the Code, referred to in this discussion as an ownership change, generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. We have not conducted a Section 382 study to determine whether the use of our NOLs is impaired under Section 382 of the Code as a result of any prior ownership change. We may have previously undergone one or more ownership changes. An ownership change in respect of us also could be deemed to be an ownership change in respect of Legacy Zapata. The Merger, or future issuances or sales of our securities, including certain transactions involving our securities that are outside of our control, could result in ownership changes. Ownership changes that have occurred in the past or that may occur in the future could result in the imposition of an annual limit under Section 382 of the Code on the amount of pre ownership change NOLs and other tax attributes that we or Legacy Zapata could use to reduce our taxable income, potentially increasing or accelerating its liability for income taxes, and also potentially causing those tax attributes to expire unused.

States may impose similar limitations on the use of applicable NOLs. We have recorded a valuation allowance related to NOL carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Any limitation on using NOLs, whether under Section 382 of the Code or otherwise under U.S. federal or state tax laws, could, depending on the extent of such limitation and the NOLs previously used, result in Legacy Zapata or us retaining less cash after payment of U.S. federal and state income taxes in respect of any year in which we have taxable income, rather than losses, than we would be entitled to retain if such NOLs were available as an offset against such income for U.S. federal and state income tax reporting purposes, which could adversely impact our operating results.

Risks Related to our Business and Industry

~~Because~~Failure ~~we derive all~~ of ~~our~~quantum computing ~~current revenue from our Orquestra and Zapata AI Sense and related services, and our Industrial Generative AI offerings include only these~~ solutions ~~and Zapata AI Prose, failure of generative AI solutions~~ in general and our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects, and the current state of the ~~generative~~quantum AIcomputing industry is still new and rapidly evolving, so there is no guarantee that it will succeed.

We ~~derive and~~ expect to ~~continue for the foreseeable future to~~ derive substantially all of our revenue from our ~~Industrial~~quantum ~~Generative~~computing AIapplication ~~solutions,~~development ~~including~~software ~~corresponding services. As such, the market acceptance of generative AI solutions in general,~~ and ~~our~~related Industrial Generative AI solutions in particular, are critical to our continued success. Market acceptance of generative AI solutions depends in part on market awareness of the benefits that generative AI solutions can provide over legacy products and services. Inif ~~addition, in order for cloud-based generative AI solutions to be widely accepted, organizations must overcome any concerns with placing sensitive information on a cloud-based platform. Demand for~~ our ~~Industrial~~marketing ~~Generative~~initiatives ~~AI solutions in particular is affected by a number of other factors, some of which~~ are ~~beyond our control~~successful. ~~These factors include continued market acceptance of our software~~ Accordingly, the pace at which existing customers realize benefits from the use of our Industrial Generative AI solutions and provide word of mouth success stories, the timing of development and release of new products by our competitors, technological change, reliability and security, the pace at which enterprises undergo digital transformation, and developments in data privacy regulations. We expect that the needs of our current and potential customers will continue to rapidly change and increase in complexity. We will need to improve the functionality and performance of our software continually to meet those rapidly changing, complex demands. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of ~~generative~~quantum AIcomputing ~~solutions~~ in general or- and our ~~Industrial~~quantum ~~Generative~~computing AI solutions in particular, ~~our~~- ~~business~~is ~~operations,~~critical ~~financial~~to our ~~results,~~continued ~~and growth prospects will be materially and adversely affected~~success.

~~While~~The ~~generative~~market ~~models have existed~~ for ~~about~~quantum computing ~~two~~is ~~decades~~still in ~~largely~~its ~~their~~early ~~current~~stages ~~form, the larger commercial impact~~ and ~~growth~~is ofrapidly ~~generative AI occurred quite recently~~evolving. ~~This~~Adoption isdepends ~~exemplified~~on ~~through~~customer ~~recent~~awareness ~~investment~~of ~~increases~~the inpotential ~~generative~~benefits AIof byquantum computing ~~venture~~over ~~capitalists,~~classical ~~who have increased their positions in generative AI from $408 million in 2018 to $4.8 billion and $4.5 billion in 2021 and 2022~~methods, ~~respectively. We believe that~~ the ~~release~~continued progress of ~~ChatGPT~~underlying byhardware, ~~OpenAI~~and ~~in late 2022 represents an inflection point for growth in~~ the ~~generative~~availability ~~AI industry. This expected influx~~ of ~~investment~~practical ~~could~~quantum ~~accelerate~~algorithms and ~~development from fundamental science to new technology applications~~workflows. AsThere ~~generative AI~~ is ~~applied~~no toassurance ~~new areas with untested conditions and new use cases, it is possible~~ that, ~~despite~~quantum ~~post-ChatGPT~~computing ~~market~~will ~~enthusiasm,~~achieve welarge ~~could~~scale ~~discover~~commercial ~~that~~viability ~~generative AI is unfit for an application~~ or ~~use case. The field as a whole is rapidly evolving, which could mean~~ that ~~techniques~~customers ~~that~~will ~~were once competitive become quickly outpaced by new techniques. With so many players entering the market, new techniques could be discovered by~~ adopt our ~~competitors, allowing competitors to develop superior~~ products orat ~~processes. If new techniques are discovered and shared publicly,~~ the ~~cost~~rate ~~of re-implementing~~ or ~~adopting~~in ~~new~~the ~~best~~manner ~~practices could be substantial. Given many of our competitors are larger companies with more employees and better access to financial resources,~~ we ~~may not be able to implement such new techniques as quickly as its competitors, or at all~~anticipate.

~~Generative~~Demand AIfor our solutions is ~~about~~affected ~~creating~~by ~~numerical~~factors ~~models~~largely ~~from~~beyond ~~training~~our ~~data~~control, ~~and~~including ~~then~~the ~~sampling~~pace ~~from~~of ~~those~~hardware ~~models~~advancement, tocompetitive ~~generate~~product ~~new~~introductions, data.-security and ~~This~~regulatory ~~process~~considerations, isand ~~inherently~~general ~~complex~~macroeconomic ~~with many opportunities for flaws~~conditions. ~~Even with excellent training data and strong application~~Further, ~~these~~the ~~models~~use ~~are~~of ~~non-deterministic,~~quantum ~~meaning~~technology ~~they~~is ~~can~~not ~~give~~widespread ~~different~~and ~~outputs~~is ~~for~~generally limited ~~the~~to ~~same~~certain ~~inputs~~specific attypes ~~different~~of ~~times.~~organizations ~~All~~and ofactivities, ~~these~~and ~~factors~~our ~~can~~prospective ~~lead~~customer tobase ~~false~~will ~~predictions~~therefore ~~and~~be ~~incorrect outputs~~limited. ~~Additionally,~~We ~~many~~expect the ~~implementations~~needs of ~~these~~our ~~techniques~~customers ~~are~~to ~~not~~continue ~~explainable,~~to ~~meaning~~evolve aand ~~person~~grow isin ~~unable~~complexity toas ~~clearly explain~~ the ~~reason~~industry ~~why~~progresses atoward ~~model~~fault-tolerant ~~provided~~quantum ~~a certain output~~computing. To ~~This~~remain ~~unpredictability~~competitive, ~~could~~we ~~deter~~must ~~potential~~continually ~~customers~~enhance ~~from~~the ~~purchasing~~functionality, ~~our solutions. For these reasons~~performance, ~~the~~and ~~impact~~usability of ~~generative~~our AIsoftware ~~may be far more limited than analysts currently predict following the release of ChatGPT~~ and ~~other~~services ~~well-known~~to ~~generative~~meet these AIchanging ~~programs~~demands.

~~There~~If ~~can~~the ~~also~~market befails noto achieve ~~assurance~~broad ~~that~~acceptance ~~our analysis~~ of ~~the~~quantum ~~eventual~~computing ~~market~~or ~~need~~our isapplication ~~correct.~~development Ifsolutions ~~our~~do ~~judgment~~not onmeet ~~this~~with ~~topic~~sufficient iscustomer ~~incorrect~~demand, ~~then~~or if ~~the~~we ~~future~~fail ~~value~~to ofkeep ~~our~~pace ~~products~~with ~~and~~rapid ~~services~~technological change, our ~~competitive~~business, ~~place~~operating ~~in the market~~results, and ~~our~~growth ~~future~~prospects ~~profitability~~could ~~may~~ be materially ~~less~~and adversely ~~than we currently project~~affected.

27While significant progress has been made in advancing quantum hardware, the commercial utility of quantum computing remains largely unproven. As the technology is applied to new domains such as chemistry, materials science, optimization, cryptography, and machine learning, it is possible that performance gains may be more limited than current forecasts suggest. Techniques we or others develop could quickly become obsolete as new methods or architectures emerge. Because many of our competitors are larger companies with greater resources, they may be able to incorporate new techniques or access next-generation hardware more rapidly than we can.

~~Our~~There ~~business~~can ~~plan~~also ~~could~~be ~~suffer~~no assurance ifthat weour ~~are~~analysis ~~not~~of ~~able~~the toeventual ~~renew~~market ~~existing~~need ~~contractual~~for ~~relationships~~quantum ~~with~~computing ~~third~~is ~~parties~~correct. orIf ~~enter~~our ~~into~~assessment ~~certain~~proves ~~important strategic partnerships~~inaccurate, ~~and~~the iffuture value weof ~~are~~our ~~unable~~products toand ~~ensure~~services, ~~that~~ our ~~Industrial~~competitive ~~Generative~~position, AIand ~~solutions~~our ~~offerings~~profitability ~~interoperate~~could ~~with~~be amaterially ~~variety~~lower ofthan ~~software applications that are developed by others,~~ we ~~may~~currently ~~become less competitive and our resulting operations may be harmed~~anticipate.

As an Industrial Generative AI solutions company, our solutions must provide our customers with the ability to use products of third parties, such as GPUs, which we do not manufacture. The cost or availability of these dependencies could be adversely affected by a variety of factors, including the transition to a clean energy economy, local and regional environmental regulations, and geopolitical disruptions. Our Industrial Generative AI solutions must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our AI software libraries to adapt to changes in hardware and software technologies. In particular, we have developed our AI software libraries to be able to easily integrate with key third-party applications, including the applications of software providers that compete with us as well as our partners. We are typically subject to standard terms and conditions of such providers or open source licenses, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. Our business will be harmed if any provider of such software systems:14

~~discontinues~~Our business plan could suffer if we are not able to establish and grow contractual relationships with third parties or ~~limits~~enter ~~our~~into ~~access~~certain important strategic partnerships, and if we are unable to ~~its~~ensure that our quantum computing application development solutions interoperate with computing hardware or software; that are developed by others, we may become less competitive and our resulting operations may be harmed.

~~modifies~~As ~~its~~a ~~terms~~quantum computing application development company, solutions must provide customers with the ability to use products of ~~service~~third parties, such as quantum processors and classical computing resources, which we do not manufacture. The cost or ~~other~~availability ~~policies~~of these dependencies could be adversely affected by a variety of factors, including ~~fees~~the ~~charged~~transition to a clean energy economy, orlocal ~~other~~and ~~restrictions~~regional onenvironmental regulations, and geopolitical disruptions. Our quantum computing application development solutions must integrate with a variety of hardware and software platforms, and we need to continuously modify and enhance our quantum and classical software libraries to adapt to changes in hardware and software technologies. In particular, we have developed our quantum development frameworks to be able to easily integrate with key third-party applications, including the applications of software providers that compete with us as well as our partners. In general, orwe ~~other~~are ~~platform~~and will be subject to standard terms and ~~application~~conditions ~~developers;~~of such providers and open source licenses, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. Our business will be harmed if any provider of such software systems:

· discontinues or limits our access to its software; · modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or other platform and application developers; · changes or modifies its open source license; · changes how information is accessed by us or our customers; · establishes more favorable relationships with one or more of our competitors; or · develops or otherwise favors its own competitive offerings over AI software libraries.

~~changes~~Third-party ~~how~~services and ~~information~~products isare ~~accessed~~constantly byevolving, usand we may not be able to modify our quantum computing application development solutions to assure their compatibility with that of other third parties as they continue to develop or emerge in the future or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our ~~customers;~~competitors may be able to disrupt the operations or compatibility of our quantum development frameworks with their products or services, or exert strong business influence on our ability to and terms on which we operate our quantum computing application development solutions. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our quantum development frameworks or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our quantum computing application development solutions with these products could decrease and our business, results of operations, and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations, and financial condition would be harmed.

establishes more favorable relationships with one or more of our competitors; or

develops or otherwise favors its own competitive offerings over AI software libraries.

Third-party services and products are constantly evolving, and we may not be able to modify our Industrial Generative AI solutions to assure their compatibility with that of other third parties as they continue to develop or emerge in the future or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our AI software libraries with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our Industrial Generative AI solutions. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our AI software libraries or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our AI software libraries with these products could decrease and our business, results of operations, and financial condition would be harmed. If we are not permitted or able to integrate with these and other third-party applications in the future, our business, results of operations, and financial condition would be harmed.

Our business plan could suffer if we are not able to enter into important strategic partnerships.

As part of our growth plans, we expect to expand, sell to, with, and through partners, including developing repeatable solutions built with services firms, and developing partnerships with hardware providers, system integrators and consulting services firms. However, our relationships with these partners may not result in additional business. If we are unable to enter into beneficial and contractual strategic partnerships, or ~~further~~are ~~its relationship with existing partners, or is~~ unable to do so on favorable terms, then ~~its~~our growth could be limited or delayed.

~~We are highly dependent on our founders and key employees.~~15

~~Our~~If ~~performance~~we tocannot ~~date has relied and will for the foreseeable future rely heavily on~~ manage our ~~founders~~growth ~~and key employees. The retention of these key employees~~effectively, together with additional key hires, is considered critical to the long-term success of the company. All of our personnel, including the key scientists, engineers, and executives, are “at will” employees who could leave the company to accept alternative employment at any time. The more success we ~~achieve~~may ~~serves~~not tobecome ~~increase the risk that competitors, including large, well-established companies with far greater resources, will seek to hire our employees, including key employees~~profitable. We are aware of this vulnerability and seek to address it through both succession planning and retention incentives. The loss of any key employee, especially to a competitor, could have a material adverse effect on our business, including by delaying the roll-out of products or diminishing the quantity or quality of our scientific output.

~~Our~~Businesses, ~~future~~including development ~~success~~stage iscompanies ~~also~~such ~~highly~~as ~~dependent~~ours onwhich ~~locating~~often ~~and~~grow ~~hiring~~rapidly, ~~highly~~tend ~~qualified~~to ~~key~~have ~~employees,~~difficulty ~~both~~managing totheir ~~replace~~growth. ~~any~~If ~~losses~~we ofare ~~key~~able ~~employees,~~to ~~including~~successfully market ~~following~~ our ~~previous~~products ~~reductions~~and ~~in force~~services, aswe ~~well~~will aslikely need to ~~supplement~~expand our ~~current~~management team and other key personnel by recruiting and employing experienced executives and key employees. Ifand/or weconsultants ~~are~~capable ~~unable~~of providing the necessary support.

28As described elsewhere in this Prospectus, we are in the process of developing and/or pursuing business plans for relatively novel technology in an industry that remains in its infant stages, and which involves a unique business model and would take substantial time and resources to execute and develop into a revenue generating enterprise. We cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges could cause us to lose money, and your investment could be lost.

toWe ~~grant~~are ~~sufficient or competitive compensation, including equity awards~~ and ~~bonuses, we may~~ will be ~~unable~~highly todependent ~~attract~~on ~~new~~our ~~or retain~~ key employees and personnel.

Our ability to achieve our goals will depend heavily on our Chief Executive Officer and key employees. In late 2024 and early 2025, most of our key personnel left the Company due to our financial difficulties and suspension of operations. We have since re-hired multiple such individuals, and will need to re-hire and/or find suitable replacement or supplemental personnel in order to scale operations and execute on our business plan. The procurement and retention of these key employees and consultants, together with additional key hires, is critical to the long-term success of the Company. All of our personnel are “at will” employees who could leave the Company to accept alternative employment at any time. The more success we achieve serves to increase the risk that competitors, including large, well-established companies with far greater resources, will seek to hire our employees, including key employees. The loss of any key employee, especially to a competitor, could have a material adverse effect on our business, including by delaying the roll-out of products or diminishing the quantity or quality of our scientific output. Further, our industry and operations are highly specialized, and the loss of key personnel would therefore impose substantial challenges on us, and we may be unable to locate and hire suitable replacements on favorable terms or at all, and could lose competitive advantages, market share, and the ability to operate as planned as a result of the loss of certain key personnel.

Our future success is also highly dependent on locating and hiring highly qualified key employees, both to replace any losses of key employees, including following our previous reductions in force, as well as to supplement our current employees. If we are unable to grant sufficient or competitive compensation, including equity awards and bonuses, we may be unable to attract new or retain key employees.

The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executives, data scientists, engineers, software developers, sales personnel, and other key employees in our industry is intense. In particular, we compete with many other companies for employees with high levels of expertise in ~~generative~~quantum AIcomputing, ~~quantum~~computer science, mathematics, and enterprise software, as well as sales and operations professionals, which are specialized fields with limited pools of qualified candidates with the knowledge, education, training and experience needed to fill various roles that will be critical to our operations. As disclosed above, we will need to hire additional personnel to execute our business plan. At times, we have experienced, and we may continue to experience, difficulty in hiring personnel who meet the demands of our selection process and with appropriate qualifications, experience, or expertise, and we may not be able to fill positions as quickly as desired, particularly in light of our previous reductions in ~~force~~workforce. Potential candidates may not perceive our compensation package, including our equity awards, or our future prospects as favorably as employees hired ~~prior~~in to the ~~Merger~~past which may render recruiting and retaining qualified individuals more difficult. In addition, our recruiting personnel, methodology, and approach may need to be altered to address a changing candidate pool and profile. We may not be able to identify or implement such changes in a timely manner.

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Our ability to offer equity awards to our employees is limited by the number of shares reserved for issuance under our equity plans, which has substantially decreased in value since the closing of the Merger as a result of the decline in our stock price. 16

Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. If the perceived value of our equity awards declines, or if the mix of equity and cash compensation that we offer is unattractive, it may adversely affect our ability to recruit and retain highly skilled employees. Our ability to offer attractive compensation packages to our current and prospective employees is limited by our limited capital resources and our reliance on equity compensation which may be viewed as less attractive based on the prices and lack of liquidity of our Common Stock.

Additionally, laws and regulations, such as restrictive immigration laws, or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture, and career development opportunities.

Companies with greater resources than we have in the past recruited or attempted to recruit our employees. If we cannot retain these employees, it may adversely affect our ability to deliver on our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. Furthermore, third-party offers to our employees of greater compensation have in the past forced and may in the future force us to offer significant additional compensation, which may adversely impact our financial performance, and we are limited in issuing equity by the number of shares reserved for issuance under our equity plans. Additionally, continued high inflation, without regard to competition, may require us to increase compensation and failure to do so might impact our employee retention. Such increases would also adversely impact our financial performance.

We believe that a critical component to our success and our ability to retain our best people is our culture. As we continue to grow and develop a public company infrastructure, we may find it difficult to maintain our company culture. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.

Our business is dependent on growing and retaining competitive teams of sufficient size in the areas of algorithm development, product development, and software engineering; the failure to achieve any one of these objectives could materially affect our business.

Our core business model is to develop and sell software capable of delivering ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions to enterprise customers at scale and services in connection with such software. This requires a science team to develop algorithms, capable of addressing valuable problems using quantum techniques and other mathematics. ~~This~~It also requires a product development team that can describe software that not only is able to use the quantum techniques developed by its team, but also is able to handle enterprise production issues at scale. ItWe also ~~requires~~ require a software engineering team that can implement the product design through products that comply with the myriad legal and enterprise ITinformation technology requirements and are robust enough to function in an enterprise production environment. Finally, these teams must have the capacity to complete their respective tasks in time to be of value to the market.

The ability to hire the personnel required to execute our business plan depends, in part, on the availability of qualified applicants, something which is beyond our control. Quantum information processing ~~and~~is ~~generative~~a ~~AI are~~ relatively new ~~fields and are inherently difficult~~field. Although the pool of qualified quantum scientists and AI software engineers is growing, it is limited and competition for that talent is global and aggressive, pitting us against large, well-established companies with larger financial resources than we have, as well as programs sponsored by foreign countries. In addition, limitations in or changes to immigration and work permit laws and regulations or the administration or interpretation of those laws could impair our ability to attract and retain highly qualified employees.

29There is no assurance that we will be able to hire and retain an adequate number of quantum scientists, product design specialists, and/or software engineers with the qualifications required to execute our business plan. Our failure to build and maintain any one or more of these requisite teams could have a material adverse effect on our future prospects.

There is no assurance that we will be able to hire and retain an adequate number of AI experts, quantum scientists, product design specialists, and/or software engineers with the qualifications required to execute our business plan. Our failure to build and maintain any one or more of these requisite teams could have a material adverse effect on our future prospects.17

Our estimate of market opportunities may prove to be inaccurate.

At present, there is no mature market for ~~generative~~quantum AIcomputing solutions. This creates significant uncertainty in determining the potential market for our ~~Industrial~~quantum computing ~~Generative~~application AIdevelopment solutions. For example, itestimates ison ~~possible to estimate~~ the current and potential total addressable market for ~~generative~~quantum computing AI as an industry, ~~but these estimates~~ are based on third-party estimates and our own internal judgment, both of which may be materially inaccurate. There can be no assurance that our or third-party estimates of the potential total addressable market for ~~generative~~quantum AIcomputing are correct, and such numbers do not account for the substantially more limited service obtainable market for our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. Additionally, our market opportunities, future prospects, and future profitability will be materially lessened by delays in widespread enterprise adoption of ~~generative~~quantum AIcomputing, if enterprises adopt ~~generative~~quantum AIcomputing at all, which would reduce the relevant total addressable market.

A Our ~~limited~~business depends ~~number~~on ~~of customers have accounted for most of~~ our ~~revenue.~~ability Ifto ~~existing~~attract customers doand ~~not~~on ~~renew~~such orfuture ~~expand their contracts with us, or if our relationships with these~~ customers ~~are~~purchasing ~~impaired~~additional orsubscriptions ~~terminated,~~from ~~our~~us ~~revenue could decline,~~ and/or ~~our~~renewing ~~results~~their existing ~~of operations would be adversely impacted~~subscriptions.

AsA ofkey ~~June~~goal ~~30,~~is ~~2024,~~to ~~our~~attract customers ~~accounts~~and ~~receivable~~create ~~was~~revenue. ~~from~~As ~~four~~an ~~main~~early ~~customers,~~stage ~~representing approximately 89%~~company, ~~5%,~~we 4%have ~~and~~limited 2%experience ofwith ~~our~~sales ~~total~~and, ~~accounts~~in ~~receivable~~particular, ofsales ~~which~~to ~~89%~~our istarget large ~~from~~enterprise ~~Andretti~~customers. ~~Global,~~Our asuccess ~~related~~will ~~party.~~depend Weto ~~had~~a ~~two~~substantial ~~customers~~extent ~~that~~on ~~represented~~the ~~greater~~level ~~than~~of ~~10%~~adoption of our ~~total~~quantum ~~revenue~~computing ~~for~~application development ~~the~~solutions. ~~three~~Quantum ~~months~~computing ~~ended~~is ~~June~~a ~~30,~~new ~~2024~~and evolving industry, ~~and~~so ~~revenue~~the ~~recognized~~level ~~from~~of ~~these~~adoption ~~two~~is ~~customers~~uncertain. ~~represented~~Numerous ~~approximately~~factors ~~58%~~may ~~and~~impede our ~~18%~~ability ofto ~~total~~add ~~revenue~~customers, ofincluding ~~which~~but ~~58%~~not islimited ~~from~~to, ~~Andretti~~our ~~Global,~~failure ato ~~related~~compete ~~party.~~effectively Inagainst ~~total,~~alternative weproducts ~~had~~or ~~five~~services, to ~~customers~~attract ~~during~~and ~~the~~effectively ~~twelve~~train ~~months~~new ~~ended~~sales ~~December~~and 31marketing personnel, ~~2023~~to develop relationships with partners, ~~including~~to ~~two~~successfully ~~enterprise~~innovate ~~customers~~and deploy new applications and ~~agreements~~other ~~with~~solutions, ~~two~~to ~~customers~~provide ~~that~~a wequality ~~deem~~customer toexperience beand ~~government~~customer ~~contracts~~services, ~~consisting~~including ofincreasing aour employee ~~direct~~headcount ~~contract~~to ~~with~~provide ~~the~~for ~~Defense~~additional ~~Advanced~~service ~~Research~~providers, ~~Projects~~or ~~Agency~~to ~~(“DARPA”),~~ensure athe ~~part~~effectiveness of ~~the~~our ~~United~~marketing ~~States~~programs. ~~Department~~If ofwe ~~Defense~~are not able to attract customers, ~~and~~it awill ~~subcontract~~have ~~with~~a ~~L3Harris~~material ~~Technologies,~~adverse ~~Inc.~~effect ~~(“L3Harris”)~~on inour ~~connection~~business, ~~with~~financial ~~their~~condition ~~work~~and ~~for~~results ~~DARPA.~~of operations.

~~Historically,~~Our wecurrent ~~had~~quantum computing ~~seven~~application ~~customers~~development ~~during~~solutions, ~~the~~as ~~twelve~~well ~~months~~as ~~ended December 31~~applications, ~~2022~~features, and ~~four~~functionality ~~customers~~that ~~during the twelve months ended December 31, 2021. Until~~ we ~~can successfully broaden and diversify our customer base, we~~ may ~~continue~~introduce toin ~~rely~~the onfuture or ~~only a few customers to generate our revenues. Although it is our strategy to market our products and services to a larger number of enterprise customers, there is no assurance~~ that ~~our strategy or efforts will be successful. By enterprise customers,~~ we ~~mean~~offer ~~large~~but ~~businesses that~~ have ~~the~~not ~~size~~yet ~~and resources to dominate a specific market~~sold, ~~high~~may ~~revenue~~not ~~and~~be awidely ~~significant~~accepted ~~number~~by ~~of employees. If we fail to generate revenue from a broader customer base,~~ our ~~reliance on just a few~~ customers or may ~~continue~~receive ~~for~~negative ~~an extended period of time~~attention, ~~and~~each ~~the loss~~ of ~~any~~which ~~key~~may lower ~~customer will have material adverse effect on~~ our ~~operating~~margins ~~results~~ and ~~financial~~harm ~~condition~~our business.

Our ~~customers~~ability ~~have no obligation~~ to ~~renew,~~obtain customers ~~upgrade,~~and orgenerate ~~expand~~revenue ~~their~~will ~~subscriptions~~depend ~~with~~on usour ~~after~~ability ~~the~~to ~~terms~~successfully ofmarket ~~their~~our existing ~~subscriptions~~quantum ~~expire.~~computing Inapplication ~~addition~~development solutions, ~~our~~as ~~customers~~well ~~may~~as ~~opt~~create tonew ~~decrease~~applications, ~~their~~features, ~~usage~~and ~~of our Industrial Generative AI solutions~~functionality. ItWe ismay ~~not~~introduce ~~possible~~significant ~~for~~changes us to ~~predict the future level of demand from~~ our ~~larger~~existing ~~customers~~quantum computing ~~for~~application ~~our~~development ~~Industrial~~solutions ~~Generative~~or AIdevelop ~~solutions.~~and Asintroduce anew ~~result~~applications, weincluding ~~cannot~~technologies ~~provide~~with ~~assurance~~which ~~that~~we ~~our~~have ~~customers~~little or ~~will~~no ~~renew,~~prior ~~upgrade,~~development or ~~expand~~operating ~~their~~experience. ~~subscriptions~~These ~~with~~new ~~us,~~applications ifand ~~they~~updates, ~~renew~~as atwell ~~all.~~as Ifour ~~one~~existing orsolutions ~~more~~that ofwe ~~our~~have ~~customers~~marketed but ~~elect~~ not toyet ~~renew~~sold, ~~their~~may ~~subscriptions~~fail ~~with~~to usengage, ~~or if our customers renew their subscriptions with us for shorter time periods~~retain, orand ifincrease our ~~customers~~base ~~decrease their usage~~ of ~~our~~customers ~~Industrial Generative AI solutions,~~ or ifmay ~~our~~suffer ~~customers~~from ~~otherwise~~lag ~~seek~~in toadoption. ~~renegotiate~~New ~~terms~~applications may ofinitially ~~their~~suffer ~~existing~~from ~~agreements~~performance ~~on terms less favorable to us, our business~~ and ~~results~~quality ofissues ~~operations~~that ~~would~~may benegatively ~~adversely~~impact ~~affected.~~our ~~Achieving~~ability ~~renewal~~to ormarket ~~expansion of usage~~ and ~~subscriptions~~sell ~~may~~such ~~require~~applications us to new ~~engage~~and ~~increasingly~~existing incustomers. ~~sophisticated~~The short- and ~~costly~~long-term ~~sales~~impact ~~and~~of ~~support~~any ~~efforts~~major ~~that~~change ~~may~~to ~~not~~our ~~result~~quantum incomputing ~~additional~~application ~~sales.~~development ~~In addition~~solutions, or the ~~rate~~introduction atof ~~which~~new ~~our~~applications ~~customers~~or ~~expand~~initial ~~the~~sales ~~deployment~~ of our ~~Industrial~~applications ~~Generative~~to AIenterprise ~~solutions~~customers, ~~depends~~is onparticularly adifficult ~~number~~to ~~of factors~~predict. If ~~our~~new ~~efforts~~or toenhanced ~~expand~~applications ~~our relationships with our customers~~ are not ~~successful,~~widely ~~our~~accepted ~~business,~~by ~~financial condition~~customers, ~~and~~we ~~results~~may offail ~~operations~~to ~~may~~generate besufficient ~~harmed. Additionally~~revenue, ifoperating ~~our~~margins, ~~customers~~or other dovalue ~~not~~to ~~provide~~justify ~~word of mouth support for~~ our ~~Industrial~~investments ~~Generative~~in AIsuch ~~solutions~~applications, ~~this~~any ~~could~~of ~~limit~~which ~~our~~may ~~ability~~harm toour ~~attract new customers~~business.

~~Our~~If ~~business~~the ~~depends~~market on for our ~~ability~~quantum computing application development solutions fails to ~~attract~~develop ~~new~~or ~~customers~~grow ~~and~~as onwe expect, or if businesses fail to adopt our ~~existing~~quantum computing ~~customers~~application ~~purchasing~~development ~~additional~~solutions, ~~subscriptions~~our ~~from~~business, usoperating results, and~~/or~~ ~~renewing~~financial ~~their~~condition ~~existing~~could ~~subscriptions~~be adversely affected.

ToIt ~~increase~~is difficult to predict customer adoption rates and demand for our ~~revenue~~quantum computing application development solutions, wethe ~~must~~entry ~~continue~~of tocompetitive ~~attract~~software, ~~new~~platforms and ~~customers~~services. AsWe ancannot ~~early-stage~~be ~~company,~~sure wethat ~~have~~the ~~limited~~quantum ~~experience~~computing ~~with~~market ~~sales~~will ~~and~~continue to grow or, ineven ~~particular~~if it does grow, ~~sales~~that tobusinesses will adopt our ~~target~~quantum ~~large~~computing ~~enterprise~~application ~~customers~~development solutions. Our future success will depend toin alarge ~~substantial~~part ~~extent~~ on ~~the~~our ~~level~~ability ofto ~~adoption~~create ofa market ~~our~~for ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. ~~Generative~~Our AIability isto acreate ~~new~~such ~~and~~a ~~evolving~~market ~~industry,~~depends soon ~~the~~a ~~level~~number of ~~adoption~~factors, isincluding the ~~uncertain.~~cost, ~~Numerous~~performance, ~~factors~~and ~~may~~perceived ~~impede~~value associated with our ~~ability~~quantum tocomputing ~~add~~application ~~new~~development solutions. Potential customers, may ~~including~~have ~~but~~made ~~not~~significant ~~limited~~investments in classical computing systems and may be unwilling to invest in new platforms and applications, and ~~our~~may ~~failure~~prefer to ~~compete~~work ~~effectively~~with ~~against~~larger, ~~alternative~~more ~~products~~established orcompanies ~~services,~~that tohave ~~attract~~entered ~~and~~the ~~effectively~~broader ~~train~~quantum ~~new~~computing ~~sales~~market. ~~and~~If ~~marketing~~the ~~personnel,~~quantum computing market fails to develop ~~relationships~~or ~~with~~grows ~~partners,~~more toslowly ~~successfully~~than ~~innovate~~we ~~and~~currently ~~deploy~~expect, ~~new~~our ~~applications~~business, ~~and~~operating ~~other solutions~~results, toand ~~provide~~financial acondition could ~~quality~~be ~~customer~~adversely affected.

3018

~~experience~~Our ~~and~~business ~~customer~~plan relies ~~services,~~upon ~~including increasing our employee headcount to provide for additional service providers, or to ensure~~ the ~~effectiveness~~adoption of our ~~marketing~~quantum ~~programs.~~computing Ifapplication wedevelopment ~~are~~solutions ~~not~~by ~~able~~enterprise ~~to attract new~~ customers~~, it will have an adverse effect on our business, financial condition and results of operations~~.

Our ~~current~~primary ~~Industrial~~targeted customers ~~Generative~~are AIlarge ~~solutions,~~enterprises aswith ~~well~~intractable asproblems ~~applications~~that require addressing at scale. The success of our business plan, ~~features~~therefore, materially ~~and~~depends ~~functionality~~upon our ability to sell our quantum computing application development solutions to such large enterprise customers. Sales to such customers involve risks that weare ~~may~~different ~~introduce~~from or greater than risks involved in ~~the~~selling ~~future~~to orsmaller ~~that~~customers. weSuch ~~offer~~risks include ~~but~~difficulties ~~have~~associated ~~not~~with ~~yet~~longer ~~sold~~sales, ~~may~~product, ~~not~~evaluation, beand ~~widely~~implementation ~~accepted~~cycles; byhigher ~~our~~customer-tailored ~~customers~~requests orand greater ~~may~~bargaining ~~receive~~power ~~negative~~on ~~attention,~~the ~~each~~part of ~~which~~the ~~may~~customer; ~~lower~~and ~~our~~more ~~margins~~intense competition from vendors who have been providing other software and ~~harm~~services for years to the customer and are embedded in the customer’s IT infrastructure. If we are not able to overcome these risks and successfully establish a meaningful share of the enterprise market, then our business prospects and future profitability could suffer.

Our ~~ability~~sales tocycles are ~~engage,~~expected ~~retain, and increase our base of customers and~~ to ~~increase~~be ~~our~~long ~~revenue will depend on our ability to successfully market our existing Industrial Generative AI solutions, as well as create new applications, features,~~ and ~~functionality. Additionally~~unpredictable, we have not yet sold one of our Industrial Generative AI solutions, Zapata AI Prose, to any customers. We may introduce significant changes to our existing Industrial Generative AI solutions or develop and ~~introduce new applications, including technologies with which we have little or no prior development or operating experience. These new applications and updates, as well as~~ our existing solutions that we have marketed but not yet sold, may fail to engage, retain, and increase our base of customers or may suffer from lag in adoption. New applications may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to our Industrial Generative AI solutions, or the introduction of new applications or initial sales ofefforts ~~our~~will ~~applications~~require toconsiderable ~~enterprise~~time ~~customers, is particularly difficult to predict. If new or enhanced applications fail to engage, retain,~~ and ~~increase our base of customers, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such applications, any of which may harm our business~~expense.

IfOur results of operations may fluctuate, in part, because of the ~~market~~complexity ~~for~~of customer problems that our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions ~~fails~~address, the resource-intensive nature of our sales efforts, the length and variability of the sales cycle for our offerings, and the difficulty in making short-term adjustments to ~~develop~~our oroperating ~~grow~~expenses. asThe wetiming ~~expect~~of our sales is difficult to predict. The length of our sales cycle, from orinitial ifevaluation ~~businesses~~to ~~fail~~payment for our subscriptions and related services can vary substantially from customer to ~~adopt~~customer and could extend over a number of years for some customers. Our sales efforts are expected to involve educating our ~~Industrial~~customers ~~Generative~~about AIthe ~~solutions~~use, technical capabilities, and benefits of our ~~business~~offerings. Customers often undertake a prolonged evaluation process. In addition, ~~operating~~the ~~results~~size of potential customers may lead to longer sales cycles. We may also face unexpected deployment challenges with large organizations or more complicated deployment of our offerings. Large organizations may demand additional features, support services, and ~~financial~~pricing ~~condition~~concessions ~~could~~or berequire additional ~~adversely~~security ~~affected~~management or control features. Some organizations may also require an on-premise solution rather than a cloud solution, which potentially requires additional implementation time and potentially a longer sales cycle. We may spend substantial time, effort and money on sales efforts to large organizations without any assurance that our efforts will produce any sales. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to existing customers.

ItIndividual issales ~~difficult~~can be topart ~~predict~~of ~~customer~~a ~~adoption~~long ~~rates~~sales ~~and~~cycle, ~~demand~~which ~~for~~impacts our ~~Industrial~~ability ~~Generative~~to AIplan ~~solutions,~~and ~~the~~manage ~~entry~~cash offlows ~~competitive software, platforms~~ and ~~services~~margins. AThese ~~substantial~~large ~~majority~~individual ofsales ~~our~~have, in ~~revenue~~some ~~has~~cases, ~~come~~occurred ~~from~~in ~~sales~~quarters ofsubsequent ~~our~~to ~~subscription-based~~those ~~software~~we ~~and related services~~anticipated, ~~which~~or wehave ~~expect~~not tooccurred ~~continue~~at ~~for the foreseeable future~~all. WeIf ~~cannot~~our besales ~~sure~~cycle ~~that~~lengthens ~~the~~or ~~generative~~our substantial AIupfront ~~market~~investments ~~will~~do ~~continue~~not toresult ~~grow~~in ~~or,~~sufficient ~~even~~revenue ifto itjustify ~~does~~our ~~grow~~investments, ~~that businesses will adopt~~ our ~~Industrial~~operating ~~Generative~~results AIcould ~~solutions~~be adversely affected. ~~Our~~In ~~future~~addition, ~~success~~within ~~will~~each ~~depend~~quarter, init ~~large~~is ~~part~~difficult onto ~~our~~project ~~ability~~which tomonth ~~create~~ a ~~market~~deal ~~for~~will ~~Industrial Generative AI solutions~~close. ~~Our ability to create such a market depends on a number of factors~~Therefore, ~~including~~it ~~the~~is ~~cost,~~difficult ~~performance,~~to ~~and~~determine whether ~~perceived~~we ~~value~~are ~~associated~~achieving ~~with~~ our ~~Industrial~~quarterly ~~Generative~~expectations AIand ~~solutions,~~whether aswe ~~well~~will asachieve ~~enterprise~~annual ~~customers’ willingness to adopt a bespoke approach to resolving industrial problems~~expectations. ~~Potential~~We ~~customers~~ may ~~have~~fail ~~made~~to ~~significant~~budget ~~investments in legacy analytics software systems~~ and ~~may~~manage costs ~~be unwilling to invest in new platforms~~ and ~~applications,~~operating ~~and~~expenses ~~may~~or ~~prefer~~anticipate toworking ~~work~~capital ~~with~~needs. ~~larger~~Therefore, ~~more~~if ~~established~~expectations ~~companies~~for ~~that~~our ~~have~~business ~~entered~~are ~~the~~not ~~broader~~accurate, ~~generative~~we AImay not ~~market.~~be Ifable ~~the market fails~~ to ~~develop~~adjust orour ~~grows~~cost ~~more~~structure ~~slowly~~on ~~than~~a wetimely ~~currently expect~~basis, and our ~~business,~~margins ~~operating results,~~ and ~~financial~~cash ~~condition~~flows ~~could~~may bediffer ~~adversely~~from ~~affected~~expectations.

~~Our~~If ~~business~~we ~~plan~~fail ~~relies~~to ~~upon~~respond to ~~the~~rapid ~~adoption~~technological ofchanges, extend our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions, byor ~~enterprise~~develop ~~customers~~new features and functionality, our ability to remain competitive could be impaired.

~~Our~~The ~~primary~~market ~~targeted~~for ~~customers~~our ~~are~~quantum computing ~~large~~application ~~enterprises~~development ~~with~~solutions ~~intractable~~is ~~problems~~characterized ~~that~~by ~~require~~rapid ~~addressing~~technological atchange, ~~scale.~~particularly ~~The~~since ~~success~~quantum ofcomputing ~~our~~is ~~business~~a new ~~plan,~~and ~~therefore~~evolving industry, ~~materially~~including ~~depends~~frequent ~~upon~~new ~~our~~hardware ~~ability~~and tosoftware ~~sell~~introductions ~~our~~and ~~Industrial~~enhancements, ~~Generative~~changing AIcustomer ~~solutions~~demands, toand evolving ~~such~~industry ~~large enterprise customers~~standards. ~~Sales~~The tointroduction ~~such~~of ~~customers~~software ~~involve~~embodying ~~risks~~new ~~that~~technologies ~~are~~can ~~different~~quickly ~~from~~make orexisting ~~greater~~software ~~than~~obsolete ~~risks~~and ~~involved in selling to smaller customers~~unmarketable. Quantum ~~Such~~computing ~~risks~~is ~~include~~inherently ~~difficulties associated with longer sales~~complex, ~~product, evaluation,~~ and ~~implementation~~it ~~cycles;~~can ~~higher~~take ~~customer-tailored~~a ~~requests~~long time and ~~greater~~require ~~bargaining~~significant ~~power~~research onand ~~the~~development ~~part~~expenditures ofto develop ~~the customer;~~ and ~~more~~test ~~intense~~new ~~competition~~or ~~from~~enhanced ~~vendors~~methods ~~who~~and ~~have~~solutions. ~~been~~The ~~providing~~success ~~other~~of ~~software~~any ~~and~~enhancements ~~services~~or ~~for~~improvements ~~years~~ to ~~the~~our ~~customer~~existing ~~and~~quantum ~~are~~computing application ~~embedded~~development insolutions ~~the~~or ~~customer’s~~any ~~information~~new ~~technology~~applications ~~(“IT”)~~depends ~~infrastructure.~~on Ifseveral wefactors, ~~are~~including ~~not~~timely ~~able~~completion, tocompetitive ~~overcome~~pricing, adequate ~~these~~quality ~~risks~~testing, ~~and~~integration ~~successfully~~with ~~establish~~existing atechnologies, ~~meaningful~~and ~~share~~overall ~~of the enterprise~~ market acceptance, ~~then~~particularly ~~its~~as ~~business~~we ~~prospects~~provide ~~and~~custom ~~future~~solutions for ~~profitability~~specific ~~could~~use ~~suffer~~cases.

~~Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.~~19

~~Our~~Any ~~results~~failure of ~~operations may fluctuate, in part, because of the complexity of customer problems that~~ our ~~Industrial~~quantum computing ~~Generative~~application AIdevelopment solutions ~~address,~~to ~~the~~operate ~~resource-intensive~~effectively ~~nature~~with offuture ~~our~~infrastructure ~~sales~~platforms ~~efforts, the length~~ and ~~variability~~technologies ofcould ~~the sales cycle for~~ impact our ~~offerings,~~ability ~~and the difficulty in making short-term adjustments~~ to ~~our~~attain ~~operating~~new ~~expenses.~~customers ~~The~~and ~~timing~~generate ofrevenue ~~our sales is difficult to predict~~therefrom. ~~The~~If ~~length~~we ofare ~~our~~unable ~~sales cycle, from initial evaluation~~ to ~~payment~~respond ~~for our subscriptions and related services can vary substantially from customer~~ to ~~customer~~these ~~and~~changes ~~could~~in ~~extend over~~ a ~~number~~timely ofand ~~years for some customers. Our sales efforts involve educating our customers about the use~~cost-effective manner, ~~technical capabilities, and benefits of~~ our ~~offerings.~~quantum ~~Customers~~computing ~~often~~application ~~undertake~~development asolutions ~~prolonged evaluation process. In addition, the size of potential customers~~ may ~~lead~~become toless ~~longer sales cycles. We may also face unexpected deployment challenges with large organizations or more complicated deployment of our offerings. Large organizations may demand additional features~~marketable, ~~support~~less ~~services~~competitive, ~~and pricing concessions~~ or ~~require additional security management or control features. Some organizations may also require an on-premise solution rather than a cloud solution~~obsolete, ~~which potentially requires additional implementation time~~ and ~~potentially~~our abusiness may ~~longer~~be adversely affected.

31The introduction of new quantum computing platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our quantum computing application development solutions obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new quantum computing application development solutions, features, or capabilities, applying our existing quantum computing application development solutions to new use cases. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business.

sales cycle. We may spend substantial time, effort and money on sales efforts to large organizations without any assurance that our efforts will produce any sales. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers.

Individual sales can be part of a long sales cycle, which impacts our ability to plan and manage cash flows and margins. These large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected. In addition, within each quarter, it is difficult to project which month a deal will close. Therefore, it is difficult to determine whether we are achieving our quarterly expectations and whether we will achieve annual expectations. Most of our expenses are relatively fixed or require time to adjust. Therefore, if expectations for our business are not accurate, we may not be able to adjust our cost structure on a timely basis, and our margins and cash flows may differ from expectations.

If we fail to respond to rapid technological changes, extend our Industrial Generative AI solutions, or develop new features and functionality, our ability to remain competitive could be impaired.

The market for our Industrial Generative AI solutions is characterized by rapid technological change, particularly since generative AI is a new and evolving industry, including frequent new platform and application introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of software embodying new technologies can quickly make existing software obsolete and unmarketable. Generative AI, particularly incorporating quantum techniques, are inherently complex, and it can take a long time and require significant research and development expenditures to develop and test new or enhanced software. The success of any enhancements or improvements to our existing Industrial Generative AI solutions or any new applications depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with existing technologies, and overall market acceptance, particularly as we provide custom solutions for specific use cases.

Any failure of our Industrial Generative AI solutions to operate effectively with future infrastructure platforms and technologies could impact our ability to attain new customers. If we are unable to respond to these changes in a timely and cost-effective manner, our Industrial Generative AI solutions may become less marketable, less competitive, or obsolete, and our business may be adversely affected.

The introduction of new generative AI platforms and applications by competitors or the development of entirely new technologies to replace existing offerings could make our Industrial Generative AI solutions obsolete or adversely affect our business, results of operations, and financial condition. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new Industrial Generative AI solutions, features, or capabilities, applying our existing Industrial Generative AI solutions to new use cases. Any delays could result in adverse publicity, loss of revenue or market acceptance, or claims by customers brought against us, all of which could harm our business.

Our business could be negatively impacted by delays in development of our software platform.

We have plans, including raising sufficient capital and obtaining adequate staffing and other resources, that we believe if successfully executed will result in the development of and continued improvements to ~~its~~our software platform on a schedule that permits the execution of our business plan in a timely manner. Any delays in platform design and engineering work required to accomplish this could result in corresponding delays in the implementation of our business plan in the market. We are presently unaware of any outstanding design or engineering issues that cannot be resolved in the normal course, but the failure to complete necessary components of or improvements to its platform in a timely manner would have a serious negative impact on the company and might cause the company to fail.

Any failure to offer high-quality support services for our customers may harm our relationships with our customers and, consequently, our business.

Once our ~~Industrial~~quantum ~~Generative~~computing application AIdevelopment solutions are deployed, ~~our~~ customers will depend on our services teams to resolve technical and operational issues relating to our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. Our ability to provide effective support iswill largely ~~dependent~~be dependent on our ability to attract, train, and retain qualified personnel with experience in interfacing with customers. If in the ~~number~~future the number of our customers grows, this will put additional pressure on our customer services teams. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support. We also may be unable to modify the future, scope, and delivery of our support to compete with changes in the services provided by our competitors. Increased customer demand for support services, without corresponding revenue, could increase costs and negatively affect our operating results. In addition, if we experience increased customer demand for support, we may face increased costs that may harm our results of operations. If our customer base expands, we will need to hire additional support staff to deliver and support our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions, and our business may be harmed. Our ability to attract ~~new~~and retain customers is highly dependent on our ~~business~~ability ~~reputation~~to ~~and~~deliver onvalue ~~our~~to ~~ability~~customers. Any failure to deliver value would harm our business and materially adversely affect our operating results and financial condition.

to our customers. Any failure to deliver value, or a perception that we do not deliver value for our customers, would harm our business.

Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.

~~While~~We ~~our~~intend ~~primary~~to ~~revenue model is based on multi-year engagements with enterprise customers, we selectively~~ pursue U.S. government contracts as a ~~complementary~~ revenue source. ~~This includes our existing work with DARPA, which in 2022 selected us, alongside several other enterprise, academic, and technology partners, to quantify the long-term utility of quantum computers.~~ We may also target highly regulated organizations. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government contracting requirements may change and in doing so restrict our ability to sell into the government sector. Government demand and payment for our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions.

Further, governmental and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed with private sector customers.

Contracts with governmental entities may also include preferential pricing terms, including, but not limited to, “most favored customer” pricing. In the event that we are successful in being awarded a government contract, such award may be subject to appeals, disputes, or litigation, including but not limited to bid protests by unsuccessful bidders.

As a government contractor or subcontractor, we ~~must~~will be required to comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts, which affect how we and our partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, we may be subject to non-ordinary course audits and internal investigations which may prove costly to our business financially, divert management time, or limit our ability to continue selling our products and services to our government customers. These laws and regulations may impose other added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, downward contract price adjustments or refund obligations, civil or criminal penalties, and termination of contracts and suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in our ability to do business with a government would adversely impact, and could have a material adverse effect on, our business, results of operations, financial condition, public perception and growth prospects.

Governmental and highly regulated entities may have statutory, contractual, or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Any such termination may adversely affect our ability to contract with other government customers as well as our reputation, business, financial condition, and results of operations. All these factors can add further risk to business conducted with these customers. If sales ~~expected~~ from aany government entity or highly regulated organization for a particular quarter are not realized in that quarter or at all, our business, financial condition, results of operations, and growth prospects could be materially and adversely affected.

Our success could be materially affected by problems with or defects in the Orquestra platform or our other software offerings.

In addition to issues commonly facing all providers of commercial software, the development of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions involves converting novel, complex scientific algorithms into software code. We may experience unintended design and/or implementation defects or other quality issues in our software code. We may also experience defects in the products and services of third parties on which we rely to provide our products and services, including third-party cloud providers. Problems can be caused by a variety of factors, including premature or failed introduction of new products, vulnerabilities or defects in proprietary and open source software, human error or misconduct, design limitations, or denial of service or other security-related incidents. We do not have a contractual right with our public cloud providers that will compensate us for any losses due to availability interruptions in the public cloud.

Any defects in the Orquestra platform or other software offerings, whether caused by defective design, defective coding, or defects introduced through third-party components; any disruptions in our ability to provide our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions, including by means of public cloud; and/or any other quality issues with our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions could affect our business reputation and brand, could cause us to spend material amounts to address the defects, could cause material delays in the execution of our business plan, and could have a material adverse effect on our business opportunities, revenue, and future profitability.

The pursuit of inorganic growth opportunities could result in harm to our business.

We may pursue growth opportunities by acquiring complementary businesses or other assets for strategic purposes, such as companies with ~~expertise~~products inand ~~software~~services used ~~development~~in, ~~data~~complementary ~~management such as Extract Transform~~to, ~~Load (ETL), AI, natural language understanding (NLU),~~ or ~~market~~overlapping ~~verticals~~with inour ~~which we are interested~~offerings; companies with an IP portfolio that could ~~compliment~~complement ours; companies with customer lists that could shorten the sales cycle to significant customers. The pursuit of such strategic opportunities could be both expensive and distracting, could have a significant impact on the company’s capital structure, and even if ~~the~~a transaction is completed as desired the results may not be as predicted. To the extent such opportunities may arise, there can be no assurance that the pursuit of any such opportunities will succeed and, if they fail, they could have a material adverse effect on our business and future profitability.

Risks Related to Competition

Competitors may develop products and technologies that are superior to our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions.

Our business plan is based on the belief that the value of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions will be enhanced by delivering, in a single unified software platform, the ability to: allow deployment in any desired environment; permit the development or implementation of applications and services that are capable of ~~all~~ data handling tasks, including processing ~~input~~ data in a manner calculated to maximize the ~~ultimate~~performance ~~Industrial~~of quantum ~~Generative~~and AIhybrid ~~solution.~~computing ~~Presently~~solutions, weand ~~are~~leveraging ~~unaware~~AI ofto ~~any~~accelerate ~~competing~~quantum ~~product~~application ~~either on the market or announced as being under~~ development. ~~that~~While we believe ~~reasonably~~our ~~could~~approach is ~~be deemed to provide all of these features in a unified platform. However~~differentiated, ~~products~~other ~~and~~companies ~~services addressing enterprise level computational problems~~ are ~~presently~~actively ~~being~~developing ~~supplied~~quantum ~~by large~~software, ~~well-established companies in the areas of data management and AI~~benchmarking, ~~such as DataRobot, Inc., Dataiku Inc., Databricks, Inc., Domino Data Lab, Inc., Palantir Technologies Inc.~~ and ~~C3.ai,~~workflow ~~Inc.~~tools ~~These~~that ~~companies,~~may byoverlap ~~using~~with ~~existing talent~~ or compete ~~hiring~~against Phours.~~D.-level~~ ~~experts in mathematics~~Further, ~~computer~~a ~~science,~~prolonged ~~physics,~~delay ~~and~~in ~~related~~re-starting ~~fields,~~revenue-generating ~~could~~operations ~~develop~~will ~~software~~give ~~that~~our ~~utilizes~~competitors ~~similar~~a ortiming ~~better mathematical techniques as~~ advantage to ~~what~~enter ~~we have found to date,~~ and ~~develop~~pursue ~~and offer these to the~~ market asopportunities ~~competitive~~which ~~libraries,~~we ~~services,~~may ~~and applications. Large-scale public cloud providers, such as Google, Inc., Microsoft, Inc. and Amazon Web Services, Inc.~~ have ~~all-in-one~~otherwise ~~machine learning solutions. It is possible, if not likely, that, if they~~ have ~~not~~had ~~already~~an ~~begun,~~opportunity ~~these existing companies will seek~~ to ~~build~~pursue, ~~advanced~~which ~~algorithm~~delay ~~expertise~~ and ~~integrate~~resulting ~~quantum~~disadvantage will ~~techniques~~continue ~~running~~until onwe ~~currently~~can ~~available~~raise ~~classical~~sufficient ~~hardware~~capital ~~into their existing platforms~~ and ~~leverage~~hire ~~their~~the ~~existing~~necessary ~~customer~~personnel ~~relationships~~ to ~~press~~pursuant ~~adoption of these solutions, which could create a direct competition to~~ our ~~software~~business ~~platform~~plan.

Many of our existing and potential competitors have, or could have, substantial competitive advantages such as:

· greater name recognition, longer operating histories, and larger customer bases; · larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services; · existing, broader, deeper, or otherwise more established relationships with sales partners and customers; · wider geographic presence or greater access to larger customer bases; · greater focus in specific geographies or industries; · lower labor and research and development costs; · larger and more mature intellectual property portfolios; and · substantially greater financial, technical, and other resources to provide support, make acquisitions, hire talent, and develop and introduce new products and services.

~~larger~~There ~~sales~~can ~~and~~be ~~marketing~~no ~~budgets~~guarantee that ~~and~~a ~~resources~~competitor ~~and~~will not develop a product superior to ours or one that is perceived by the ~~capacity~~market to ~~leverage~~be ~~their~~superior. ~~sales~~Nor ~~efforts~~can ~~and~~there ~~marketing~~be any ~~expenditures~~guarantee ~~across~~that a ~~broader~~combination ~~portfolio~~of products will not be able to provide solutions that are superior, or are perceived to be superior, to our quantum computing application development solutions. The introduction of such a product or combination of products could have a material adverse effect on our business, profitability, and ~~services;~~financial condition.

~~existing,~~The ~~broader,~~quantum ~~deeper,~~computing industry oris ~~otherwise~~highly ~~more~~competitive ~~established~~and ~~relationships~~we ~~with~~may ~~sales~~not ~~partners~~be ~~and~~successful ~~customers;~~in establishing ourselves as a viable competitor without regard to the value of our quantum computing application development solutions.

~~wider~~Quantum ~~geographic~~computing ~~presence~~is an orindustry ~~greater~~with ~~access~~great promise that has attracted global interest and participation. In addition, the recent rapid rise of the quantum computing industry has given rise to ~~larger~~less-established ~~customer~~public ~~bases;~~and private companies, including new startups, which may compete, in whole or in part, with our products and services. This competition in the market for quantum computing is already great and is expected to intensify over time.

~~greater~~To ~~focus~~compete successfully in ~~specific~~this ~~geographies~~market, we must develop our products and technologies in a timely manner, effectively market these products against multiple competitors, and support these products at levels expected by enterprise customers. Delays in the introduction of products and services may cause potential customers to adopt competitors’ products, making it difficult or ~~industries;~~impossible for our products later to displace the competitive products without regard to the relative value of the respective products.

~~lower labor and research and development costs;~~22

~~larger~~There can be no assurance that we will be able to timely deliver products that will result in us having a material share of this market, even if our products are superior. Our inability to establish a position and ~~more~~market ~~mature~~share ~~intellectual~~in ~~property~~this ~~portfolios;~~highly competitive industry will adversely affect our future prospects and may cause the company to fail.

~~substantially~~Our ~~greater~~business ~~financial~~plan depends, ~~technical~~in part, ~~and~~on ~~other~~access ~~resources~~ to ~~provide~~public ~~support,~~clouds ~~make~~computing ~~acquisitions,~~through ~~hire~~major ~~talent,~~cloud providers and ~~develop~~there ~~and~~is ~~introduce~~no ~~new~~guarantee ~~products~~that ~~and~~access ~~services~~will be available on reasonable terms.

~~There~~Our ~~can~~quantum becomputing application nodevelopment ~~guarantee~~solutions ~~that~~will apermit ~~competitor~~deployment ~~will~~of ~~not~~our ~~develop~~software ain ~~product~~various ~~superior~~scenarios, toincluding ~~ours~~on orthe ~~one~~premises ~~that~~of isa ~~perceived~~customer, hybrid clouds controlled by the ~~market~~customer, toor bea ~~superior~~public cloud controlled by us. ~~Nor~~Although ~~can~~not ~~there~~necessary bein ~~any~~all ~~guarantee~~customer ~~that~~engagements, aan ~~combination~~important aspect of ~~products~~business ~~will~~plan ~~not~~is beto ~~able~~make toour ~~provide~~quantum computing application development solutions ~~that~~available ~~are~~via ~~superior~~a public cloud controlled by us. To accomplish this, orwe are ~~perceived~~required to benegotiate ~~superior~~cloud access with one or more cloud providers. Multiple large public cloud providers, such toas Google and Microsoft, are both engaged in their own initiatives that could compete with our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions in whole or in part. ~~The~~There ~~introduction~~is a risk that a cloud provider important to our business plan could use control of ~~such~~their public cloud to deny or place us at a ~~product~~competitive disadvantage by various means, including embedding innovations or ~~combination~~privileged ofinteroperating capabilities in products competing with ours, bundling competing products, requiring unfavorable pricing, including terms or conditions or regulatory requirements that make our quantum computing application development solutions uncompetitive, or leveraging their existing relationships with our customers to pressure customers to use their products rather than ours. Further, if we fail to comply with requirements of these third parties, we could be denied access to a critical platform, which would have a material adverse effect on our business~~, profitability, and financial condition~~.

~~The~~There ~~generative~~can AIbe ~~industry~~no isguarantee that ~~highly~~we ~~competitive~~will ~~and~~be weable ~~may~~to ~~not~~deploy our quantum computing application development solutions on public clouds controlled by competitors. The failure to be ~~successful~~able into ~~establishing~~access ~~itself~~public clouds, or the imposition of restrictive terms as a ~~viable~~condition ~~competitor~~to ~~without~~such ~~regard~~access, tolimit the ~~value~~adoption and use of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions by customers, increase our operating expenses, damage our brand, and/or place us at a disadvantage when competing for customer accounts. Any of these could have a material adverse effect on our business operations, market share, and profitability.

~~Generative~~Our AIbusiness isplan depends, anin ~~industry~~part, ~~with~~on ~~great~~access ~~promise~~to ~~that~~quantum ~~has~~processing ~~attracted~~units ~~global~~(QPUs), ~~interest~~high-performance classical compute resources, and ~~participation.~~other Inspecialized ~~addition,~~hardware either ~~the~~directly ~~recent~~through ~~rapid~~the ~~rise~~purchase of ~~the~~computing ~~generative~~hardware AIand ~~industry~~installation ~~has~~in ~~given~~data ~~rise~~centers, toor ~~less-established~~through ~~public~~third ~~and~~party ~~private~~providers. ~~companies,~~There ~~including~~is no ~~new~~guarantee ~~startups~~that access through either path will be available on reasonable terms, ~~which~~or ~~may~~at all.

34Many of the techniques developed by us require the use of specialized hardware to execute an algorithm in a time or cost-efficient manner as required by the constraints of an application. Access to this hardware can be obtained through the purchase of quantum or hybrid computing systems and installation in a data center or on-premise, or through a third-party infrastructure service provider. Hardware could be purchased or accessed from providers such as IBM, IonQ, D-Wave, Rigetti or NVIDIA. Many of these providers are also our competitors in that they operate in the quantum software space in addition to hardware. Supply chain problems, chip shortages, or regulatory or geopolitical conditions beyond our control including tariffs or trade restrictions could all impact our ability to access this hardware, either directly or through a third-party provider, and/or the prices we must pay for the hardware. Additionally, obtaining space in an existing facility and maintaining the hardware would require additional expertise that would need to be either hired or contracted by us, and identifying and hiring such experts could be costly and time-consuming. We could also face difficulties securing terms to host this hardware on reasonable terms, or at all, and we may be forced to incur substantial additional or unforeseen expenses to navigate these challenges.

~~compete~~Alternatively, ininstead of ~~whole~~competing to purchase hardware directly, we could rent time on that hardware from classical or inquantum ~~part~~cloud infrastructure service providers, ~~with~~such ~~our~~as ~~products~~Amazon ~~and~~AWS, ~~services~~Amazon Braket, Oracle Cloud, Microsoft Azure, or IBM Quantum. ~~This~~In ~~competition~~this incase, ~~the~~we ~~market~~would ~~for~~rely ~~generative~~on AIthird-party providers isto ~~already~~provide ~~great~~cloud-based ~~and~~network isaccess ~~expected~~to these systems on an hourly, subscription, or other basis. However, there can be no assurance that these third-party providers could obtain or maintain access to ~~intensify~~quantum ~~over~~hardware ~~time~~on reasonable terms, or at all. If we are unable to access on favorable terms the necessary hardware to operate our business as needed to establish, sustain or grow our operations as planned, it will have a material adverse effect on our business and results of operations.

To compete successfully in this market, we must develop our products and technologies in a timely manner, effectively market these products against multiple competitors, and support these products at levels expected by enterprise customers. Delays in the introduction of new products may cause our existing or potential customers to adopt our competitors’ products, making it difficult or impossible for our products later to displace the competitive products without regard to the relative value of the respective products.23

There can be no assurance that we can timely deliver products that will result in us having a material share of this market, even if our products are superior. Our inability to establish a position and market share in this highly competitive industry will adversely affect our future prospects and may cause the company to fail.

Our business plan depends, in part, on access to public clouds through major cloud providers and there is no guarantee that access will be available on reasonable terms.

Our Industrial Generative AI solutions will permit deployment of our software in various scenarios, including on the premises of a customer, hybrid clouds controlled by the customer, or a public cloud controlled by us. Although not necessary in all customer engagements, an important aspect of business plan is to make our Industrial Generative AI solutions available via a public cloud controlled by us. To accomplish this, we are required to negotiate cloud access with one or more cloud providers. The two largest public cloud providers, Amazon Web Services (“AWS”) and Microsoft Azure (“Azure”), are both engaged in their own initiatives that could compete with our Industrial Generative AI solutions in whole or in part. There is a risk that a cloud provider important to our business plan could use control of their public cloud to deny or place us at a competitive disadvantage by various means, including embedding innovations or privileged interoperating capabilities in products competing with ours, bundling competing products, requiring unfavorable pricing, including terms or conditions or regulatory requirements that make our Industrial Generative AI solutions uncompetitive, or leveraging their existing relationships with our customers to pressure customers to use their products rather than ours.

There can be no guarantee that we will be able to deploy our Industrial Generative AI solutions on public clouds controlled by competitors. The failure to be able to access public clouds, or the imposition of restrictive terms as a condition to such access, limit the adoption and use of our Industrial Generative AI solutions by customers, increase our operating expenses, damage our brand, and/or place us at a disadvantage when competing for customer accounts. Any of these could have a material adverse effect on our business operations, market share, and profitability.

Our business plan depends, in part, on access to GPU and other specialized hardware either directly through the purchase of computing hardware and installation in data centers, or through third party providers. There is no guarantee that access through either path will be available on reasonable terms, or at all.

Many of the techniques developed by us would require the use of specialized hardware to execute an algorithm in a time or cost efficient manner as required by the constraints of an application. Access to this hardware can be obtained through the purchase of this hardware and installation in a data center, or through a third-party infrastructure service provider. Hardware could be purchased from providers such as NVIDIA, Intel, AMD, D-Wave, or Fujitsu. Supply chain problems, chip shortages, or geopolitical conditions beyond our control could all impact our ability to access this hardware, either directly or through a third-party provider. Additionally, getting space in an existing facility and maintaining the hardware would require additional expertise that would need to be either hired or contracted by us, and identifying and hiring such experts could be costly and time-consuming. We could also face difficulties securing terms to host this hardware on reasonable terms, or at all.

Alternatively, instead of competing to purchase hardware directly, we could rent time on that hardware from infrastructure service providers. In this case, we would rely on third party providers to provide cloud-based network access to these on an hourly, annual, or other basis. However, there can be no assurance that these third party provides could obtain access to hardware on reasonable terms, or at all.

Additionally, external factors have caused a chip shortage, making it difficult for third party suppliers, such as NVIDIA and AMD, to keep up with demand. Consequently, we may have difficulty obtaining access to GPUs at reasonable prices, or at all.

Risks Related to Intellectual Property

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist relating to ~~generative~~quantum AIcomputing, quantum inspired classical methods, algorithms and software, differential equations and optimization, and hardware optimization. In addition to those who may have patents or patent applications directed to relevant technology with an effective filing date earlier than any of our existing patents or pending patent applications, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued.

Even if our patent applications succeed and we are issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect our business, prospects, financial condition and operating results.

There is no guarantee that our IP will provide the desired competitive advantage.

We seek to provide ourselves with a competitive advantage by making key elements of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions proprietary, through one of two means. First, we pursue patent protection for some inventions that we believe qualify for protection under the patent laws. In cases in which patent protection is sought, the details of the invention eventually will be made public in the normal course, usually within eighteen months of filing. As to these inventions, competitors will eventually know the details of and can use the inventions to compete with us, unless a patent is granted prohibiting such use and we can learn of violations and effectively enforce our patent rights in light of the costs and complexities involved in such enforcement litigation. Second, some elements of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions we seek to protect as trade secrets. As to our trade secrets, competitors will not be able to know our techniques provided the trade secrets are not improperly disclosed, but if a competitor independently develops the same technique and files for and is granted patent protection we could find ourselves prohibited by the patent laws from practicing our trade secret technology.

There is no assurance that our pending or future patent applications will be granted and provide us patent protection as to the claims in those applications. Moreover, we cannot guarantee that our patent rights will not be violated by competitors, that we will be able to detect such violations, or that if violations are detected we will be in a position effectively to enforce our patent rights. Nor can we guarantee that our trade secrets will remain secret and not be disclosed to competitors either inadvertently or through violation of contractual secrecy agreements, or that our trade secrets are not independently developed by competitors. The failure of our IP strategy to protect key elements of our quantum ~~Industrial~~computing ~~Generative~~application AIdevelopment solutions could materially reduce any competitive advantage we might otherwise have and have a corresponding adverse effect on our market share and/or profitability.

We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm our business.

We may become subject to intellectual property disputes. ~~Our~~Intellectual ~~success~~property ~~depends,~~litigation inis ~~part,~~often onextremely ~~our~~expensive ~~ability to develop~~ and ~~commercialize~~entails ~~our~~high ~~products,~~legal ~~services~~fees and ~~technologies without infringing, misappropriating or otherwise violating the intellectual property rights~~ costs of ~~third~~expert ~~parties~~witnesses. However, we may not be aware that our products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which we are unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future products, services or technologies.

36Our success depends, in part, on our ability to develop and commercialize our products, services and technologies without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our products, services or technologies are infringing, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. For example, there may be issued patents of which we are unaware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future products, services or technologies.

There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future products, services or technologies. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future products, services or technologies. Lawsuits can be time-consuming and expensive to resolve, and they divert management’s time and attention. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. Companies that have developed and are developing technology are often required to defend against litigation claims based on allegations of infringement, misappropriation or other violations of intellectual property rights. Our products, services or technologies may not be able to withstand any third-party claims against their use. In addition, many companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. In a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and its ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in its defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. Our patent portfolio may not be large enough to deter patent infringement claims, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant solution revenue, and therefore, our patent portfolio may provide little or no deterrence as it would not be able to assert its patents against such entities or individuals. If a third party is able to obtain an injunction preventing us from accessing such third-party intellectual property rights, or if we cannot license or develop alternative technology for any infringing aspect of our business, we may be forced to limit or stop sales of its products, services or technologies or cease business activities related to such intellectual property. Although the ~~company~~Company carries general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on its business, financial condition or results of operations. Any intellectual property litigation to which we might become a party, or for which it is required to provide indemnification, regardless of the merit of the claim or its defenses, may require us to do one or more of the following:

· cease selling or using solutions or services that incorporate the intellectual property rights that allegedly infringe, misappropriate or violate the intellectual property of a third party; · make substantial payments for legal fees, settlement payments or other costs or damages; · obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; · redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or · indemnify organizations using our services or platform or third-party service providers.

~~make substantial payments for legal fees, settlement payments or other costs or damages;~~25

obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology;

redesign the allegedly infringing solutions to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible; or

indemnify organizations using our services or platform or third-party service providers.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business and operating results. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Common Stock. The occurrence of infringement claims may grow as the market for our products, services and technologies grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further exhaust its financial and management resources.

Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions and subject us to possible litigation.

A portion of the technologies we use incorporates third-party open source software, and we may incorporate third-party open source software in our solutions in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and requesting compliance with the open source software license terms. Accordingly, we may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Some open source software licenses require end users who use, distribute or make available across a network software and services that include open source software to offer aspects of the technology that incorporates the open source software for no cost. We may also be required to make publicly available source code (which in some circumstances could include valuable proprietary code) for modifications or derivative works we create based upon, incorporating or using the open source software and/or to license such modifications or derivative works under the terms of the particular open source license. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we could be required to incur significant legal expenses defending against those allegations and could be subject to significant damages, enjoined from offering or selling our solutions that contained the open source software, and required to comply with the foregoing conditions, and we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some of our software. Any of the foregoing could disrupt and harm our business.

37In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our quantum computing application development solutions. Any of the foregoing could harm our business and could help our competitors develop platforms and applications that are similar to or better than ours.

software and/or to license such modifications or derivative works under the terms of the particular open source license. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification of our licensed software. While we employ practices designed to monitor our compliance with the licenses of third-party open source software and protect our valuable proprietary source code, we may inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the terms of their licenses, including claims of intellectual property rights infringement or for breach of contract. Furthermore, there exists today an increasing number of types of open source software licenses, almost none of which have been tested in courts of law to provide guidance of their proper legal interpretations. If we were to receive a claim of non-compliance with the terms of any of these open source licenses, we could be required to incur significant legal expenses defending against those allegations and could be subject to significant damages, enjoined from offering or selling our solutions that contained the open source software, and required to comply with the foregoing conditions, and we may be required to publicly release certain portions of our proprietary source code. We could also be required to expend substantial time and resources to re-engineer some of our software. Any of the foregoing could disrupt and harm our business.

In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our Industrial Generative AI solutions. Any of the foregoing could harm our business and could help our competitors develop platforms and applications that are similar to or better than ours.

In addition, companies that currently sponsor and maintain open source software may choose to change the terms of their open source software licenses. These license changes could cause us to lose access to upgrades for commercial use that are currently available to us or otherwise restrict the way we are currently using them. These changes could mean that we must invest engineering resources to maintain that library itself, move to a different underlying software library, or engineer a replacement in order to keep the same feature set in its offerings.

Because of the characteristics of open source software, there may be fewer technology barriers to entry by new competitors and it may be relatively easy for new and existing competitors with greater resources than we have to compete with us.

One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies and/or individuals. As a result, others could easily develop new platforms and applications based upon those open source programs that compete with existing open source software that we support and incorporate into our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. Such competition with use of the open source projects that we utilize can materialize without the same degree of overhead and lead time required by us, particularly if the customers do not value the differentiation of our proprietary components. It is possible for new and existing competitors with greater resources than ours to develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. In addition, some competitors make open source software available for free download and use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source software will not result in price reductions, reduced operating margins and loss of market share, any one of which could seriously harm our business.

If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance open source technologies, we may be unable to develop new technologies, adequately enhance our existing technologies or meet customer requirements for innovation, quality and price.

We rely to a significant degree on a number of open source software programmers, or committers and contributors, to develop and enhance components of our ~~Industrial~~quantum computing ~~Generative~~application AIdevelopment solutions. Additionally, members of the corresponding Apache Software Foundation Project Management Committees (“PMCs”), many of whom are not employed by us, are primarily responsible for the oversight and evolution of the codebases of important components of the open source data management ecosystem. If the open source data management committees and contributors fail to adequately further develop and enhance open source technologies, or if the PMCs fail to oversee and guide the evolution of open source data management technologies in the manner that we believe is appropriate to maximize the market potential of our solutions, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our ~~Industrial~~quantum ~~Generative~~computing application AIdevelopment solutions. We also must devote adequate resources to our own internal programmers to support their continued development and enhancement of open source technologies, and if we do not do so, we may have to turn to third parties or experience delays in developing or enhancing open source technologies. We cannot predict whether further developments and enhancements to these technologies would be available from reliable alternative sources. In either event, we may incur additional development expenses and experience delays in technology release and upgrade. Delays in developing, completing, or delivering new or enhanced components to our quantum computing application development solutions could cause our offerings to be less competitive, impair customer acceptance of our solutions, and result in delayed or reduced revenue for our solutions.

developing, completing, or delivering new or enhanced components to our Industrial Generative AI solutions could cause our offerings to be less competitive, impair customer acceptance of our solutions, and result in delayed or reduced revenue for our solutions.

Risks Related to Government Regulation and Litigation

~~Laws~~If we fail to comply with United States and ~~regulations~~foreign ~~governing~~laws ~~data~~related ~~use,~~to privacy, ~~and~~data security, and data protection, it could ~~burden~~adversely affect our ~~business~~operating results and financial condition.

~~Our~~We, ~~business~~either ~~has~~directly ~~remote~~or through ~~employees~~our future customers, collaborators or end-users of our products, are or may become subject to a variety of laws and ~~subsidiary~~regulations regarding ~~offices~~privacy, ~~located~~data inprotection, ~~different~~and ~~countries~~data ~~worldwide~~security. WeThis ~~also~~includes ~~serve~~the ~~customers~~European ~~located~~Union’s ~~around~~(“EU”) General Data Protection Regulation (the ~~world~~“EU GDPR”). WeOther ~~are~~countries ~~subject~~where we may seek to ~~all~~do ~~applicable~~business ~~laws~~also ~~regulating~~may have data ~~use,~~ privacy ~~and~~laws ~~security,~~we ~~whether~~will Ube required to comply with.S. ~~federal,~~These ~~state,~~laws orand ~~local,~~regulations orare ~~internationally,~~continuously ~~including~~evolving ~~the~~and ~~General~~developing. ~~Data~~The ~~Protection~~scope ~~Regulation~~and interpretation of the ~~European~~laws ~~Union.~~that ~~These~~are or ~~laws~~may be applicable to us are ~~complex~~often uncertain and ~~can~~may ~~change~~be inconflicting, ~~material~~particularly ~~ways~~with respect to foreign laws. ~~Compliance~~The ~~with~~application ~~these~~of these laws isand ~~time-consuming~~regulations can arise from our technology and ~~expensive.~~applications, Awebsite, ~~failure~~social media activities, orrelationships ~~even~~with ~~the~~third ~~perceived~~parties and ~~failure~~their operations, toor ~~comply~~from ~~with~~other ~~these~~activities ~~laws~~we ~~could~~undertake ~~provoke~~now ~~regulatory~~or ~~investigation~~that ~~requiring~~we amay ~~legal~~undertake ~~response~~in ~~and~~the ~~lead~~future. toData ~~action~~privacy ~~that~~and ~~could~~protection ~~require~~regulations are afrequently ~~major~~broad ~~overhaul~~in terms of ~~our~~scope ~~data~~of ~~systems~~the information protected, activities affected, and geographic reach.

There can be no assurance that we will budget sufficient resources to ensure compliance with data use, privacy, and security laws and regulations, or that we will be successful in our efforts to comply. A failure on our part to accomplish either of these goals could harm our future financial condition and results of operations.27

~~Compliance~~In ~~with~~particular, ~~data~~there are ~~use~~numerous United States federal, state, and local laws and regulations and foreign laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and ~~security~~protection of personal data. Such laws ~~will~~and regulations often vary in scope, may be ansubject ~~inherent~~to differing ~~feature~~interpretations, inand ~~our~~may ~~product~~be ~~design~~inconsistent among different jurisdictions. For example, the GDPR includes operational requirements for companies that receive or process personal data of residents of the EU that are broader and amore ~~change~~stringent inthan those ~~laws~~previously ~~could~~in place ~~negatively~~in ~~affect~~the EU and in most other jurisdictions around the ~~value~~world. The GDPR includes significant penalties for non-compliance, including fines of ~~our~~up ~~Industrial~~to ~~Generative~~€20 AImillion ~~solutions~~or 4% of total worldwide revenue. Additionally, in June 2018, California enacted the California Consumer Privacy Act (the “CCPA”). The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data. Fines for noncompliance may be up to $7,500 per violation. In September 2025, California amended the CCPA to (i) regulate technologies that replace or substantially replace human decisions, (ii) require comprehensive risk assessment reports that address specific processing activities that present a significant risk to a consumer’s privacy, and (iii) clarify when a cyber security audit must be conducted.

WeThe ~~seek~~costs toof ~~provide generative AI solutions~~compliance with, ~~as well as quantum inspired~~ and ~~quantum~~other ~~information~~burdens ~~processing~~imposed ~~enhanced~~by, ~~AI solutions to large enterprise users located anywhere in~~ the ~~world.~~GDPR, ~~We anticipate that the data required to be processed by such solutions can be located in different jurisdictions~~CCPA, ~~subject to different~~ and ~~changing~~other ~~data~~ laws. Werelating ~~also~~to ~~anticipate~~data ~~that~~privacy ~~our~~and ~~future~~protection ~~enterprise customers~~ may ~~have~~limit ~~their own policies with respect to~~ the ~~manner~~use inor ~~which~~adoption of ~~the~~our ~~data~~products ~~they maintain can be handled, stored,~~ and ~~used.~~services ~~Our Industrial Generative AI solutions are~~ and/or ~~will~~require ~~continue~~us to beincur ~~designed~~substantial ~~to permit~~ compliance ~~with~~costs, ~~any~~which ~~applicable~~could ~~data~~have ~~laws~~an oradverse ~~internal~~impact ITon ~~policy~~our ~~of enterprise customers~~business.

~~There~~Since ~~can~~the beCCPA nowas ~~assurance~~enacted, the ~~however,~~United ~~that~~States ~~our~~currently ~~software~~has ~~product~~at ~~design~~least is21 ~~adequate~~states to– ~~permit~~California, ~~the~~Colorado, ~~deployment~~Connecticut, ofDelaware, ~~our~~Indiana, ~~Industrial~~Iowa, ~~Generative~~Kentucky, AIMaryland, Minnesota, ~~solutions~~Montana, inNebraska, ~~compliance~~New ~~with~~Hampshire, ~~existing~~New ~~data~~Jersey, ~~laws~~Oregon, orRhode ~~customer~~Island, ~~policies~~Tennessee, orTexas, Utah, Virginia, Indiana, and Arkansas that ~~these~~have comprehensive data privacy laws ~~and/~~in place, or ~~policies~~enacted ~~will~~comprehensive ~~not~~data ~~change~~privacy inlaws ~~the~~set ~~future~~to insoon atake ~~way~~effect. ~~that~~An ~~makes~~additional seven ~~deployment~~states ofhave ~~our~~enacted ~~solutions~~narrower ~~impossible~~privacy orlaws ~~more~~– ~~costly.~~Florida, AMaine, ~~failure~~Michigan, onNevada, ~~our~~New ~~part~~York, toVermont, ~~design~~Washington and ~~re-design~~Wisconsin. As ~~our~~of ~~software~~May ~~platform~~2026, toat ~~permit~~least ~~compliance~~nine states with ~~applicable~~existing ~~data~~privacy ~~laws~~statutes ~~and~~expanded ~~customer~~the ~~policies~~scope ~~could~~of ~~limit~~their ~~our~~privacy ~~sales~~frameworks, ~~harming~~including ~~our~~Colorado, Connecticut, ~~growth~~Virginia, Utah, Texas, Oregon, Montana, and ~~profitability~~Kentucky. However, orthis inpatchwork ~~the~~approach ~~worst~~to ~~case~~privacy ~~create~~legislation ~~substantial~~could ~~contract~~pose compliance and liability torisks afor ~~customer~~companies ~~for~~that ~~causing~~have amultistate ~~breach~~operations. ofProposed ~~applicable~~and ~~data~~enacted ~~laws~~bills ~~with~~in ~~respect~~various tostates ~~the~~have ~~customer’s~~similar rights ~~data~~in preexisting privacy legislation but differ in implementation and enforcement.

We ~~are~~intend ~~potentially~~to ~~subject~~strive to comply ~~governmental~~with ~~export~~all applicable laws, policies, legal obligations, and ~~import~~industry ~~control~~codes of conduct relating to privacy, data security, and data protection. Our limited resources may adversely affect our compliance effort. Given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be in conflict across jurisdictions, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us, customers, or third-party vendors or end-users involved with our products to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could ~~negatively~~have an ~~impact~~adverse effect on our ~~business~~operating results and financial condition.

AsGovernments are ~~all~~continuing to ~~U.S.-based~~focus ~~businesses,~~on weprivacy ~~are~~and ~~subject~~data tosecurity, ~~various~~and ~~U.S.~~it ~~laws~~is ~~prohibiting~~possible ~~the~~that ~~export~~new ofprivacy ~~certain~~or ~~goods~~data ~~and~~security ~~services~~laws ~~and~~will ~~imposing~~be ~~certain~~passed ~~trade~~or ~~sanctions.~~existing ~~Presently,~~laws ~~quantum~~will be ~~software~~amended ~~including~~in ~~quantum~~a ~~inspired~~way ~~techniques~~that ~~and~~is AImaterial ~~software~~to ~~are~~our ~~not~~business. ~~generally~~Any ~~subject~~significant change to ~~the~~applicable ~~U.S.~~laws, ~~export~~regulations, ~~control~~or ~~regime~~industry ~~but~~practices ~~could~~regarding the bepersonal ~~subject~~data toof ~~those~~our ~~controls~~employees, ~~depending~~agents onor ~~the~~customers ~~specific~~could ~~application~~require ~~the~~us ~~software~~to ~~would~~modify beour ~~used~~practices toand ~~address.~~may ~~Moreover,~~limit ~~the~~our ~~list~~ability ofto ~~goods~~expand ~~and~~or sustain ~~services~~our ~~subject~~salesforce toor ~~the~~bring ~~U.S.~~our ~~export~~products ~~control~~to ~~regime~~market. isChanges ~~expected~~ to ~~change~~applicable laws and ~~grow~~regulations in ~~the~~this ~~future~~area tocould ~~include~~subject ~~additional~~us ~~items~~to ~~relating~~additional regulation toand ~~quantum~~oversight, ~~computing.~~any ~~These~~of ~~laws~~which ~~might~~could ~~limit~~significantly increase our ~~ability~~operating tocosts ~~sell~~and ~~our~~materially ~~Industrial~~affect ~~Generative~~our AIoperating ~~solutions~~results toand financial ~~customers~~condition.

In addition, ~~under~~to ~~the “deemed export” rules~~privacy, data toprotection ~~the~~and ~~extent~~security ~~the export control~~ laws, ~~prohibit~~we amay ~~sale~~become ofsubject ~~certain technology~~ to ~~non-U.S.~~contractually ~~customers~~mandated ~~the~~standards ~~laws also prohibit disclosure of that technology to non-U.S. persons. Our workforce is global~~ and/or ~~includes~~industry ~~non-U.S.~~standards ~~employees.~~adopted Aby ~~prohibition~~industry groups, onas ~~disclosure~~well ofas ~~certain~~other ofpotential ~~our~~obligations ~~technology~~related to ~~such~~privacy, ~~employees~~data ~~could~~protection ~~be disruptive to our business~~ and ~~cause~~security, ~~delays~~ and ~~additional~~our ~~expense~~efforts into ~~developing,~~comply ~~selling,~~with ~~and~~such ~~supporting~~obligations may ~~our~~not ~~Industrial~~be ~~Generative AI solutions~~successful.

~~There~~Obligations ~~can~~related ~~be no assurance that our efforts~~ to privacy, ~~comply~~data ~~with~~protection ~~current~~ and ~~future~~security ~~export~~are ~~control~~quickly ~~laws~~changing, ~~will~~becoming beincreasingly ~~successful~~stringent, and ~~the~~creating ~~failure~~regulatory touncertainty. doAdditionally, these soobligations ~~could~~may ~~result~~be insubject ~~significant~~to ~~expense~~differing ~~associated~~applications ~~with~~and ~~governmental~~interpretations, ~~investigation~~which ~~and/or~~may ~~enforcement~~be ~~action.~~inconsistent ~~There~~or ~~also~~conflict ~~can~~among bejurisdictions. Preparing nofor ~~assurance~~and ~~that~~complying ~~the~~with ~~export~~these ~~control~~obligations ~~laws~~requires orus ~~changes~~ to ~~those~~devote ~~laws~~significant ~~will~~resources ~~not~~and ~~limit~~may ~~our~~necessitate ~~ability~~changes to ~~sell~~ our ~~Industrial~~services, information ~~Generative~~technologies, AIsystems, ~~solutions~~and orpractices ~~affect~~and ~~our~~to ~~internal~~those ~~operations~~of inany athird ~~way~~parties that ~~causes~~process apersonal ~~material~~data ~~adverse impact~~ on our ~~financial condition or profitability~~behalf.

3928

We may at times fail, or be perceived to have failed, in our efforts to comply with our privacy, data protection or security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely may fail, or be perceived to have failed, to comply with such obligations, which could negatively impact our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable privacy, data protection or security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar events); litigation (including class-action claims); additional reporting requirements and/or oversight; bans on processing personal data; and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; inability to process personal data or to operate in certain jurisdictions; interruptions or stoppages in our business operations or data collection; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

Compliance with data use, privacy, and security laws will be an inherent feature in our product design and a change in those laws could negatively affect the value of our quantum computing application development solutions.

We seek to provide quantum computing application development solutions to large enterprise users located anywhere in the world. We anticipate that the data required to be processed by such solutions can be located in different jurisdictions, subject to different and changing data laws. We also anticipate that our future enterprise customers may have their own policies with respect to the manner in which the data they maintain can be handled, stored, and used. Our quantum computing application development solutions are and will continue to be designed to permit compliance with any applicable data laws or internal IT policy of enterprise customers.

There can be no assurance, however, that our software product design is adequate to permit the deployment of our quantum computing application development solutions in compliance with existing data laws or customer policies or that these laws and/or policies will not change in the future in a way that makes deployment of our solutions impossible or more costly. A failure on our part to design and re-design our software platform to permit compliance with applicable data laws and customer policies could limit our sales, harming our growth and profitability, or in the worst case create substantial contract liability to a customer for causing a breach of applicable data laws with respect to the customer’s data.

We are subject to U.S. and foreign anti-corruption, anti-bribery, and similar laws, the violation of which can lead to substantial harm to our business.

We are subject to various anti-corruption and anti-bribery laws in the U.S., including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.S. domestic bribery laws, ~~the U.K. Bribery Act,~~ and other anti-corruption and anti-money laundering laws in ~~the~~any countries in which we conduct activities. Such laws prohibit companies, their employees, and their third-party agents and representatives from authorizing, promising, offering, soliciting, or accepting, directly or indirectly, improper payments or benefits to or form any person whether in the public or private sector. Awareness of and compliance with these laws is of particular concern to us, because we are and intend in the future to be doing business with both U.S. and foreign entities, some of which are affiliates of the U.S. or foreign governments. In addition, our business is likely to require us to seek governmental approvals from time to time. Detecting, investigating, and resolving any actual or alleged violations of these laws can be expensive and time-consuming.

There can be no assurance that our efforts to comply with these laws will be successful and a failure to comply, whether such failure results from the actions of our own employees or a third-party representing us, could result in costly internal or outside investigations, whistleblower complaints, governmental investigations and enforcement actions, substantial financial settlements, fines or other criminal penalties, injunctions or other bans limiting our ability to do business, reputational harm, and other collateral consequences, any of which could have a material adverse effect on our profitability and the value of our Common Stock.

~~We have customers and sales teams outside the United States, where we may be subject to increased business and economic risks that could harm our business.~~29

WeTo ~~have~~the ~~customers~~extent ~~in two countries. We also~~ we have ~~several~~customers ~~active business development activities in countries~~ outside ~~of North America, including Asia (e.g., Japan and Singapore) and Europe (e.g.,~~ the United ~~Kingdom~~States, ~~Spain and Denmark). We expect to continue to expand our international marketing efforts. Any new markets or countries into which~~ we ~~attempt to sell our Industrial Generative AI solutions~~ may ~~not~~ be ~~receptive.~~subject ~~For example, we may not be able~~ to ~~expand~~increased ~~further in some markets if we are not able to satisfy certain government-and industry-specific requirements. In addition, our ability to manage our~~ business and ~~conduct~~economic our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting an early-stage company with limited resources in an environment of multiple languages, cultures, customs, legal and regulatory systems, alternative dispute systems, and commercial markets. Future international expansion will require investment of significant funds and other resources. Operating internationally subjects us to new risks ~~and may increase risks~~ that wecould ~~currently~~harm ~~face,~~our ~~including risks associated with:~~business.

~~recruiting~~We have in the past and may ~~retaining~~in ~~talented~~the future have customers and ~~capable~~business ~~employees~~development activities in countries outside of North America, including Asia (e.g., Japan and Singapore) and Europe (e.g., the United ~~States~~Kingdom, Spain and ~~maintaining~~Denmark). Subject to cash availability, we plan to include international markets in addition to prospective U.S.-based customers in our marketing efforts. Any new markets or countries into which we attempt to sell our quantum computing application development solutions may not be receptive. For example, we may not be able to expand further in some markets if we are not able to satisfy certain government-and industry-specific requirements. In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting an early stage company ~~culture~~with ~~across~~limited ~~all~~resources in an environment of ~~our~~multiple ~~offices;~~languages, cultures, customs, legal and regulatory systems, alternative dispute systems, and commercial markets. Future international expansion will require investment of significant funds and other resources. Operating internationally subjects us to new risks and may increase risks that we currently face, including risks associated with:

· recruiting and retaining talented and capable employees outside the United States and maintaining our company culture across all of our offices; · potentially different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues; · compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, and consumer protection, and the risk of penalties to us and individual members of management or employees if our practices are deemed to be out of compliance; · operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States and the practical enforcement of such intellectual property rights outside of the United States; · securing our locally operated systems and our data and the data of our customers and partners accessible from such jurisdictions; · compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions, anti-money laundering laws and other regulatory limitations on our ability to provide our quantum computing application development solutions in certain international markets; · foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States; · political and economic instability, including military actions affecting Russia, Ukraine, the Middle East and/or surrounding regions, changes in political conditions in China and changes in the state of China-U.S. relations, including any developments or tensions relating to tariffs and “trade wars” between the U.S. and China and potential military conflict between China and Taiwan; · changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes, and other trade barriers; · generally longer payment cycles and greater difficulty in collecting accounts receivable; · double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and · higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.

compliance with applicable international laws and regulations, including laws and regulations with respect to privacy, data protection, and consumer protection, and the risk of penalties to us and individual members of management or employees if our practices are deemed to be out of compliance;

operating in jurisdictions that do not protect intellectual property rights to the same extent as does the United States and the practical enforcement of such intellectual property rights outside of the United States;

securing our locally operated systems and our data and the data of our customers and partners accessible from such jurisdictions;

compliance by us and our business partners with anti-corruption laws, import and export control laws, tariffs, trade barriers, economic sanctions, anti-money laundering laws and other regulatory limitations on our ability to provide our Industrial Generative AI solutions in certain international markets;

foreign exchange controls that might require significant lead time in setting up operations in certain geographic territories and might prevent us from repatriating cash earned outside the United States;

political and economic instability, including military actions affecting Russia, Ukraine and/or surrounding regions, changes in political conditions in China and changes in the state of China-U.S. relations, including any tensions relating to potential military conflict between China and Taiwan;

changes in diplomatic and trade relationships, including the imposition of new trade restrictions, trade protection measures, import or export requirements, trade embargoes, and other trade barriers;

generally longer payment cycles and greater difficulty in collecting accounts receivable;

double taxation of our international earnings and potentially adverse tax consequences due to changes in the income and other tax laws of the United States or the international jurisdictions in which we operate; and

higher costs of doing business internationally, including increased accounting, travel, infrastructure, and legal compliance costs.

Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business in international jurisdictions. We may be unable to keep current with changes in laws and regulations as they occur. Although we have implemented policies and procedures designed to support compliance with these laws and regulations, there can be no assurance that we will always maintain compliance or that all of our employees, contractors, partners, and agents will comply. Any violations could result in enforcement actions, fines, civil and criminal penalties, damages, injunctions, or reputational harm. If we are unable to comply with these laws and regulations or manage the complexity of our global operations successfully, we may need to relocate or cease operations in certain foreign jurisdictions.

~~We are exposed to risks associated with litigation, investigations, and regulatory proceedings.~~30

We may in the future face legal, administrative, regulatory, and/or criminal proceedings that are based on a variety of individual or governmental complaints against us, including by way of example: shareholder direct or derivative actions alleging violations of the securities laws by the company or breach of fiduciary duty by our directors; challenges to our IP brought by competitors; breach of contract claims asserted by customers; employee lawsuits asserting violation of various employment or whistleblower laws; or governmental actions based on alleged violations of securities, tax, anti-trust, export control, data privacy, or other applicable laws. Litigation and regulatory proceedings are inherently uncertain, but in nearly every instance are time-consuming, expensive, and cause reputational damage. The potential outcomes can include substantial monetary awards, limitations on our ability to do business, or criminal liability on the part of the company and/or some of its officers, directors, or employees. In some instances, it may not be possible to obtain insurance against specific risks. Even when insurance is available, we may not have purchased such insurance either by oversight or by a conscious decision that the cost of the insurance did not justify its purchase. We also cannot guarantee that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

In addition, we may conclude in the future to bring a legal action against a customer or competitor, for example to recover damages caused to us. Such litigation can be lengthy, time-consuming, and expensive and the outcome is uncertain. Because of these considerations, such litigation is often settled for an amount materially less than the actual damage caused.

There can be no assurance that we will not be subject of litigation, investigations, and/or regulatory proceedings which, whether singly or cumulatively, will have a material adverse effect on our financial condition or ability to do business. Nor can there be any assurance that we will prevail in any litigation brought by us or even if we do prevail that an award or settlement will timely or adequately compensate us for the losses the litigation sought to recover.

Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of our Common Stock or other reasons may in the future cause us to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the attention and resources of our board of directors (our “Board”) from our business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Risks Outside Our Specific Business

Our business relies on computer systems which are vulnerable to attack and/or failure.

As is the case with nearly every business, we rely on computers and computer networks, both public and private, to perform most of the actions required for us to do business, including internal and external communications, development of our software and IP, storage of our business and financial records, and deployment of our ~~Industrial~~quantum ~~Generative~~computing AIapplication development solutions. Such computer systems are inherently susceptible to unintentional failures as well as various forms of cyber-attack, including denial of service attacks, ransomware attacks, email hacking and phishing, computer malware and viruses, and social engineering attacks. Like other companies, we may also be the subject of unauthorized access resulting from employee negligence or misconduct. These risks are potentially greater for us because the nature of our business provides an additional incentive for bad actors, including foreign nation states and domestic and foreign businesses, to attack our systems for the purpose of gaining information about generative AI, quantum computing and quantum algorithms, the development of which currently is a priority for many businesses and countries.

Our Orquestra platform is built to be accessed through third-party public cloud providers such as Amazon AWS and Micrsoft Azure. These providers may also experience breaches and attacks to their products which may impact our systems. Data security breaches may also result from non-technical means, such as actions by an employee with access to our systems. While we and our third-party cloud providers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized disclosure, modification, misuse, destruction, or loss of sensitive or confidential information.

Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our sensitive information, or our technology systems, or those of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our platform or other software. Any actual or potential security breach of our software, our operational systems, our physical facilities, or the systems or facilities of our vendors, or the perception that one has occurred, could result in adverse consequences, such as litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of third parties, we may be perceived or asserted to be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others, with further financial, operational, and reputational damage.

The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful, and these problems could result in unexpected interruptions, delays, cessation of service, negative publicity, and other harm to our business and our competitive position. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements from regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of security risks relating to our own services. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach involving customer or partner data on our systems. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach may cause us to breach customer contracts.

If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information; litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our software, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our software capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or 31

42If we (or a third party upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information; litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; interruptions in our operations (including availability of data); financial loss; and other similar harms. Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our software, systems, networks, or physical facilities could result in litigation with our customers or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our software capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners or our customers was disrupted, we could incur significant liability, or our software, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.

~~our~~We ~~software~~may not have adequate insurance coverage for security incidents or breaches, ~~systems~~including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or ~~networks~~breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be ~~perceived~~covered asby ~~less~~insurance ~~desirable~~or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, ~~which~~or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could ~~negatively~~have ~~affect~~an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase if we commercialize our business, and we store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data. There can be no assurance that we can successfully prevent such occurrences, which could damage our reputation and/or result in the theft our important IP, either of which could damage our business prospects and future profitability.

WeWidespread may not have adequate insurance coverage for security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. Depending on the facts and circumstances of such an incident, the damages, penalties and costs could be significant and may not be covered by insurance or could exceed our applicable insurance coverage limits. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes damage to ~~our insurance policies (including premium increases or~~ the ~~imposition of large deductible or co-insurance requirements), it could have an adverse effect on our business~~U.S. ~~In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms~~ or ~~that~~global ~~our~~economy ~~insurers will not deny coverage as to all or part of any future claim or loss. Our risks are likely to increase as we grow our customer base,~~ and store, transmit, and otherwise process increasingly large amounts of proprietary and sensitive data. There can be no assurance that we can successfully prevent such occurrences, which could damage our reputation and/or ~~result in the theft~~ our ~~important~~industry ~~IP,~~would ~~either~~likely ofadversely ~~which~~affect ~~could damage~~ our business ~~prospects and future profitability~~.

~~Widespread~~The ~~damage~~U.S. toeconomy and the global economy ~~would~~as ~~likely~~a ~~adversely~~whole are susceptible to conditions unrelated to us or the computing industry, including the possibility of an economic recession, international trade wars, natural catastrophes, climate change, and terrorism, or other matters that could have a general widespread negative impact on global commerce. In recent times, the probability of a recession and/or market downturn in the near term has increased in recent times due to wars and geopolitical conflicts including those in the Middle East, Ukraine and Latin America, the impact of tariffs and related litigation, potential inflation, reductions in consumer sentiment, uncertainty and volatility in the capital markets and the possibility of deteriorating labor market. Any such condition or development could affect our business in one or more of a variety of ways, including reducing or eliminating the availability of capital at a time when we require such capital, denying us the ability to sell our quantum computing application development solutions in certain countries around the world, restricting our ability to hire qualified employees needed to effectuate our business plan, diminishing our ability to obtain customers, causing customers to reduce or eliminate their expenditures on quantum techniques enhanced software or generative AI computing, and/or preventing customers from paying amounts owed to us.

~~The~~Further, ~~global~~many ~~economy~~market analysts asand aother ~~whole~~stakeholders ishave ~~susceptible~~voiced togrowing ~~conditions~~concerns ~~unrelated~~that ~~to us or~~ the ~~computing~~technology ~~industry~~sector, including ~~pandemics~~AI ~~such~~and ~~as COVID~~quantum-~~19,~~focused ~~economic recession or depression~~businesses, are ~~international~~potentially ~~trade~~overvalued ~~wars,~~and ~~the~~could ~~imposition~~be ofin ~~tariffs~~a onstock ~~our~~market ~~products,~~“bubble” ~~political~~characterized ~~unrest,~~by ~~natural~~extreme ~~catastrophes,~~valuations ~~climate~~and ~~change,~~unsustainable ~~terrorism,~~stock price ~~wars~~growth ~~between~~over ~~nation~~the ~~states,~~past orfew ~~other matters that could have a general widespread negative impact on global commerce~~years. ~~Any~~If ~~such~~these ~~condition~~views ~~could~~prove ~~affect~~to ~~our~~be ~~business in one or more of a variety of ways~~correct, ~~including reducing~~ or ~~eliminating~~if the ~~availability~~public ofbegins ~~capital~~to atperceive asuch ~~time~~concerns weas ~~require such capital~~valid, it ~~denying~~could usresult ~~the ability to sell our Industrial Generative AI solutions~~ in ~~certain~~a ~~countries~~severe ~~around~~market ~~the~~correction ~~world~~or downturn, ~~restricting~~which ~~our~~could ~~ability~~materially toadversely ~~hire~~affect ~~qualified employees needed to effectuate our business plan~~us, ~~causing~~including ~~customers~~by tolimiting ~~reduce~~ or ~~eliminate~~preventing us ~~their~~from ~~expenditures~~raising oncapital ~~generative~~and AIby ~~computing~~diminishing orour ~~quantum~~customer ~~techniques~~base ~~enhanced software,~~ and~~/or~~ ~~preventing~~market for our ~~customers~~products ~~from~~and ~~paying amounts owed to us~~services.

Damage to the U.S. or global ~~economy~~economies could materially harm our business and if we are unable to persevere through such adverse conditions could cause us to fail.

There are difficult issues to navigate in the development and use of AI, which may result in reputational harm or liability, and failure to introduce new and innovative solutions that have AI capabilities could put us at a competitive disadvantage.

We incorporate machine learning and AI capabilities into certain of our solutions and operating activities, and may seek to expand the use of AI in our solutions in the future. As with many innovations, AI presents risks, challenges, and unintended consequences that could affect our business. AI algorithms and training methodologies may be flawed. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. Further, incorporating AI could give rise to litigation risk and risk of non-compliance and unknown cost of compliance, as AI is an emerging technology for which the legal and regulatory landscape is not fully developed (including potential liability for breaching intellectual property or privacy rights or laws). While new AI initiatives, laws, and regulations are emerging and evolving, what they ultimately will look like remains uncertain, and our obligation to comply with them could entail significant costs, negatively affect our business, or entirely limit our ability to incorporate certain AI capabilities into our offerings. If we adopt AI functions in our solutions and operations, we will be subject to the foregoing risks, any of which could have a material adverse affect on our business.

Additionally, leveraging AI capabilities to potentially improve internal functions and operations presents further risks and challenges. The use of AI to support business operations carries inherent risks related to data privacy and security, such as intended, unintended, or inadvertent transmission of proprietary, sensitive or export-controlled information, as well as challenges related to implementing and maintaining AI tools. Additionally, our competitors may be quicker than we are in gaining efficiencies by incorporating AI into their design and development processes, and our solutions and/or cost structure could become less competitive as a result. The rapid evolution of AI will require the application of resources by us to develop, test and maintain our services and operations to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact. Any inability or issues arising in our efforts to navigate developments presented by AI and other emerging technologies could materially harm our business.

Risks Relating to Ownership of our Common Stock

~~There~~Because ~~can~~of bethe number noof ~~assurance~~shares ~~that~~of weCommon ~~will~~Stock beissuable ~~able~~upon toconversion ~~comply~~and ~~with~~exercise ~~the~~of ~~continued~~outstanding ~~listing~~securities, ~~standards~~holders of ~~Nasdaq~~our Common Stock will experience substantial future dilution and downward price pressure on our Common Stock.

~~Our~~There are 187,303,921 shares of our Common Stock isissued ~~listed~~and onoutstanding ~~the~~as ~~Nasdaq~~of ~~Global~~May ~~Market~~28, ~~and~~2026. ~~our~~We ~~Warrants~~will ~~are~~be ~~listed~~obligated onto ~~the~~issue ~~Nasdaq~~all ~~Capital~~or ~~Market~~very ~~under~~many of the ~~symbols~~following shares ~~“ZPTA”~~of ~~and~~Common ~~“ZPTAW,”~~Stock ~~respectively.~~which ~~However,~~will ~~there~~dilute isour nocurrent ~~guarantee~~stockholders: ~~that~~(1) we75,000,000 ~~will~~shares beof ~~able~~Common toStock ~~comply~~issuable ~~with~~upon ~~the~~exercise ~~continued~~of ~~listing~~convertible notes, ~~standards~~(2) 85,063,587 shares of ~~Nasdaq.~~Common OnStock ~~June~~issuable ~~11,~~upon ~~2024,~~exercise weof ~~received~~outstanding awarrants, ~~letter~~(4) ~~from~~46,143,786 ~~the~~shares ~~listing~~of ~~qualifications~~Common ~~department~~Stock ~~staff~~issuable upon conversion of ~~Nasdaq~~our ~~notifying~~Series usC ~~that,~~Convertible ~~for~~Preferred ~~the~~Stock ~~then~~and ~~prior~~Series 30D ~~consecutive~~Convertible ~~business~~Preferred ~~days~~Stock, ~~our~~and ~~minimum~~(5) ~~Market~~40,857,265 ~~Value~~shares of ~~Listed~~Common Stock ~~Securities~~issuable ~~(“MVLS”)~~upon ~~was~~exercise ~~below~~of outstanding stock options. In addition, we expect to issue additional securities in the ~~minimum~~near ~~$50~~future ~~million~~in order ~~required~~to ~~for~~raise ~~continued~~capital ~~listing~~and onto ~~The~~hire ~~Nasdaq~~and ~~Global~~retain ~~Market~~personnel, ~~pursuant~~and also may issue additional securities including potentially in the short term to ~~Nasdaq~~raise ~~listing~~capital ~~rule~~or ~~5450(b)(2)(A).~~engage Inin ~~accordance~~strategic ~~with~~transactions. ~~Nasdaq~~Of ~~listing~~the ~~rule~~securities ~~5810~~described in (c1) – (35)~~(C)~~ above, we179,733,000 ~~have~~shares ~~180~~of ~~calendar~~Common Stock ~~days,~~are orsubject ~~until~~certain ~~December~~Universal 9,Resale ~~2024~~and Registration Provisions (the “~~Compliance~~Resale ~~Period~~Provisions”) pursuant to ~~regain~~which ~~compliance.~~such ~~The~~recipients agreed ~~notice~~to ~~states~~certain ~~that~~lock-up toprovisions ~~regain~~restricting ~~compliance~~and limiting their sale, ~~our~~transfer, ~~MVLS~~pledge, ~~must~~or ~~close~~disposal atof ~~$50.0~~any ~~million~~shares of Common Stock held by or ~~more~~issuable to such recipients for a ~~minimum~~period ending 12 months following the date of ~~ten~~a ~~consecutive~~resale ~~business~~registration ~~days~~statement ~~during~~with respect to the ~~Compliance~~Common Stock comprising or underlying such securities is declared effective by the Securities and Exchange Commission (“SEC”) (such period, the “Lock-Up Period”). The ~~notice~~Resale ~~further~~Provisions ~~states~~provide that, ifup weto ~~are~~10% ~~unable~~of toeach ~~satisfy~~holder’s shares may be sold or transferred during the ~~MVLS~~first ~~requirement~~90 ~~prior~~days tofollowing such effective date, weand up to 25% of such holder’s shares may be ~~eligible~~sold toor ~~transfer~~transferred in each subsequent 90 day period thereafter for the ~~listing~~remainder of ~~our~~the ~~Common~~Lock-Up ~~Stock~~Period; toand ~~The~~that ~~Nasdaq~~during ~~Capital~~each ~~Market~~of the third and fourth ninety 90 day periods referred to above, ~~provided~~each ~~that~~holder wemay ~~then~~sell ~~satisfy~~or transfer up to an additional 10% of its shares, but only to the ~~requirements~~extent such amount represents shares that were eligible for ~~continued~~sale ~~listing~~or ontransfer ~~that~~in ~~market.~~prior Ifperiods webut dowere not ~~regain~~sold ~~compliance~~or transferred by ~~December~~such 9holder. The Resale Provisions also contains certain additional limitations and exceptions with respect to such lock-up provisions, ~~2024~~including a volume limitation on the holders’ sales of shares pursuant to which the holders collectively may not sell more than 10% of the shares in a given trading day, ~~Nasdaq~~and ~~staff~~the ~~will~~cessation of the Lock-Up Period and termination of such lock-up provisions if certain events do not occur within a specified time and as more particularly set forth therein. Pursuant to the Resale Provisions the Company also agreed to provide the ~~written~~holders ~~notice~~with registration rights pursuant to uswhich, ~~that~~if ~~our~~the Company closes a securities ~~are~~offering ~~subject~~resulting in gross proceeds of at least $5 million, the holders shall have “piggy back” registration rights for the inclusion for resale of their shares to be ~~delisting~~registered on any subsequent registration statement filed with the SEC in connection with such offering. AtThe ~~that~~Company ~~time~~also agreed to file a registration statement for the holders’ sales of shares by June 8, we2026, ~~may~~and ~~appeal~~to ~~any~~cause such ~~delisting~~registration ~~determination~~statement to be declared effective within 90 days thereafter. The registration statement of which this Prospectus is a ~~Nasdaq~~part ~~hearings~~is ~~panel~~being filed in connection with these obligations. The Company also agreed to provide the holders with certain indemnification rights in connection with such registration rights.

In addition, on July 8, 2024, we received written notice from the listing qualifications department staff of Nasdaq notifying us that we are not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market, which requires listed securities to maintain a minimum bid price of $1.00 per share, and such deficiency has continued for a period of 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of our Common Stock must be at least $1.00 per share for a minimum of ten consecutive business days before January 6, 2025. In the event that we do not regain compliance within this 180-day period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and we provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period by effecting a reverse stock split if necessary. However, if it appears to the Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice to us that our securities will be subject to delisting.33

43Further, under the Resale Provisions, if the Company fails to adhere to the above requirements, the Lock-Up Period immediately ends and the Resale Provisions cease to be in effect, in which case all 179,733,000 shares of Common Stock as described above which are subject to the Resale Provisions will become immediately sellable by the holders without any contractual restrictions. Such event could result in a high volume of sales in a short period of time, which could result is significant downward pressure on our stock price and volatility in the trading of our Common Stock. See “Private Placements – Universal Resale and Registration Provisions” on page 41.

IfIn the future, we doexpect to ~~not~~obtain ~~regain~~financing ~~compliance~~or to further increase our capital resources by issuing additional shares of our capital stock or offering debt (subject to the limitations under the existing agreements) or other equity securities, weincluding senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our then-existing stockholders, reduce the market price of our Common Stock, or both. Debt securities convertible into equity could ~~face~~be ~~significant~~subject ~~material~~to ~~adverse~~adjustments ~~consequences~~in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, ~~including:~~if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing, or nature of its future offerings. As a result, holders of our Common Stock bear the risk that our future offerings may reduce the market price of our Common Stock and dilute their percentage ownership.

~~reduced~~The ~~liquidity;~~market price of our shares of Common Stock is subject to volatility.

a limited availability of market quotations for Common Stock;

a potential determination that Common Stock is a “penny stock,” which will require brokers trading in Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of Common Stock;

a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could cause the value of your investment to decline.

The trading price of our Common Stock has been and may continue to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. For example, between April 1, 2024 shortly following the completion of the Merger, and August 23, 2024, the price per share of Common Stock has been as high as $15.50 per share and as low as $0.364 per share. These fluctuations could cause you to lose all or part of your investment in our Common Stock. Additionally, if the closing price of our Common Stock is less than $0.50 or less than $0.10 (subject to adjustment per the terms of the 2023 Purchase Agreement and the 2024 Purchase Agreement, respectively), we cannot issue or sell shares to Lincoln Park under the 2023 Purchase Agreement or the 2024 Purchase Agreement, respectively, which will impact our ability to raise capital.

Factors that could cause fluctuations in the trading price of our Common Stock include the following:

· price and volume fluctuations in the overall stock market from time to time; · volatility in the trading prices and trading volumes of technology industry stocks; · changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; · sales of shares of our Common Stock or Common Stock equivalents by stockholders or by us, including sales by the various creditors we exchanged equity for liabilities in 2025; · the timing and impact of developments related to contractual agreements we have entered into or may in the future enter into with respect to our securities, including with respect to the Resale Provisions described above an any capital raising or strategic transactions we pursue in the future; · failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; · the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections; · announcements by us or our competitors of new offerings; · the public’s reaction to our press releases, other public announcements and filings with the SEC, including the registration statement of which this prospectus is a part; · rumors and market speculation involving us or other companies in our industry; · actual or anticipated changes in our results of operations or fluctuations in our results of operations; · actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; · litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; · developments or disputes concerning our intellectual property or other proprietary rights; · announced or completed acquisitions of businesses, services or technologies by us or our competitors; · new laws or regulations or new interpretations of existing laws or regulations applicable to our business; · changes in accounting standards, policies, guidelines, interpretations or principles; · any significant change in our management; · economic instability in the global financial markets and slow or negative growth of our markets; and · other factors described in this “Risk Factors” section.

~~volatility in the trading prices and trading volumes of technology industry stocks;~~34

changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

sales of shares of our Common Stock by stockholders or by us, including sales under the 2023 Purchase Agreement or the 2024 Purchase Agreement with Lincoln Park;

failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

announcements by us or our competitors of new offerings;

the public’s reaction to our press releases, other public announcements and filings with the SEC, including the registration statement of which this prospectus is a part;

rumors and market speculation involving us or other companies in our industry;

actual or anticipated changes in our results of operations or fluctuations in our results of operations;

actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

developments or disputes concerning our intellectual property or other proprietary rights;

announced or completed acquisitions of businesses, services or technologies by us or our competitors;

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

changes in accounting standards, policies, guidelines, interpretations or principles;

any significant change in our management;

economic instability in the global financial markets and slow or negative growth of our markets; and

other factors described in this “Risk Factors” section.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

AsThere ais ~~former shell company, we face certain disadvantages relative to companies that pursue~~ currently a ~~traditional~~limited ~~initial~~trading ~~public~~market ~~offering, including ineligibility~~ for ~~certain~~the ~~forms~~Company’s ~~and~~Common ~~rules for extended periods~~Stock.

~~Prior~~Our toCommon ~~the~~Stock ~~Merger,~~is wecurrently quoted ~~were~~on athe ~~special~~OTCID ~~purpose~~Basic ~~acquisition~~Market ~~company, a form of shell company~~ under the ~~rules~~symbol ~~of the SEC~~“ZPTA.” ~~Shell~~Because ~~companies~~of ~~are~~our ~~more~~quotation ~~highly regulated than non-shell operating companies and face significant additional restrictions~~ on ~~their~~the ~~activities~~OTCID ~~under~~Basic ~~federal~~Market, ~~securities~~there ~~laws.~~has ~~Following~~been and ~~the Merger,~~ we ~~are~~expect ~~no longer a shell company. However, companies~~ that ~~were~~there ~~formerly~~will ~~shell companies~~ continue to ~~face~~be ~~disadvantages under SEC rules, including (~~a) ~~the~~limited ~~inability~~trading tomarket ~~use~~in ~~Form~~our ~~S-3~~Common ~~until~~Stock atwith ~~least~~sporadic ~~one~~and ~~year~~volatile ~~after~~changes ~~the~~in ~~filing of information equivalent to that required by Form 10 after ceasing to be a shell company, (b)~~ the ~~inability to qualify as a “well-known seasoned issuer”~~ volume and ~~file~~prices ~~automatically~~of ~~effective registration statements for three years after ceasing to be a shell company~~trades, ~~(c)~~rendering ~~the~~trading ~~inability to “incorporate by reference” information~~ in ~~certain~~our ~~registration~~Common ~~statements~~Stock ~~filed~~at ~~under~~any ~~the~~given ~~Securities~~time ~~Act~~speculative ~~for~~and arisky. ~~period~~We ofcannot ~~three~~assure ~~years~~you ~~after~~that ~~ceasing to be~~ a ~~shell company~~consistent, active ~~(d)~~trading ~~the~~market ~~inability~~or toprice ~~use~~or ~~most~~volume ~~free~~stability ~~writing~~will ~~prospectuses~~develop ~~until~~or atbe ~~least~~maintained. ~~three~~Trading ~~years after a qualifying business combination, (e) the inability of stockholders to rely~~ on ~~Rule 144 for resales of securities until at least one year after~~ the ~~filing~~OTCID ofBasic ~~information~~Market ~~equivalent~~is toless ~~that~~liquid ~~required by Form 10 and~~ than the ~~provision~~leading ofnational ~~current~~securities ~~public~~exchanges ~~information,~~ and ~~(f)~~higher ~~exclusion~~tier ~~from~~OTC ~~certain~~quotation safe harbors for offering-related communications under the Securities Act for three years after ceasing to be a shell company, including for research reports and certain communications in connection with business combinationssystems. ~~For~~The ~~more~~lack ~~information~~of ~~about~~an ~~Rule~~active ~~144~~market and ~~its~~other ~~potential~~aspects ~~impact~~of ontrading in our ~~stockholders, please see the section titled “Securities Act Restrictions on Resale of~~ Common Stock” inas ~~this~~described ~~prospectus.~~above Wemay ~~expect~~impair ~~that~~your ~~these~~ability ~~disadvantages~~to ~~will~~sell ~~make~~your itshares ~~more~~at ~~challenging~~the ~~and~~time ~~expensive,~~you ~~and~~wish ~~create~~to ~~greater~~sell ~~risks~~them ~~and~~or ~~delays,~~at ~~for~~a usprice ~~and~~or quantity ~~our~~that ~~stockholders~~enables you to ~~offer~~realize ~~securities.~~a ~~These~~profit ~~challenges~~on ~~may~~your ~~make~~investment ~~our~~or ~~securities less attractive than those of companies~~ that ~~are~~you ~~not~~otherwise ~~former~~consider ~~shell companies and may raise our relative cost of capital~~reasonable.

Our Common Stock is a “penny stock” and thereby be subject to additional sale and trading regulations that may depress the price of our Common Stock.

Our Common Stock is a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act.

The principal result or effect of being designated a penny stock is that securities broker-dealers participating in sales of our Common Stock are discouraged from soliciting purchases of our Common Stock by the SEC’s rules which generally results in low prices and limited trading volume. For example, SEC Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to: (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our Common Stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise. In addition, clearing firms, which hold retail accounts dislike penny stocks and through extra compliance efforts and costs they impose, make it hard to sell penny stocks.

As a former shell company, we face certain disadvantages relative to other companies, including ineligibility for certain forms and rules for extended periods.

Until 2024, we were a special purpose acquisition company which is a form of shell company under the rules of the SEC. Shell companies are more highly regulated than non-shell operating companies and face certain restrictions on their activities under federal securities laws. However, companies that were formerly shell companies continue to face disadvantages under SEC rules, including (a) limitations on its stockholders to receive unrestricted stock certificates and use the Rule 144 exemption, (b) the inability to qualify as a “well-known seasoned issuer” and file automatically effective registration statements for three years after ceasing to be a shell company, (c) the inability to “incorporate by reference” information in certain registration statements filed under the Securities Act for a period of three years after ceasing to be a shell company, (d) the inability to use most free writing prospectuses until at least three years after a qualifying business combination, and (e) exclusion from certain safe harbors for offering-related communications under the Securities Act for three years after ceasing to be a shell company, including for research reports and certain communications in connection with business combinations. For more information about Rule 144 and its potential impact on our stockholders, please see the section titled “Plan of Distribution” in this Prospectus. We expect that these disadvantages will make it more challenging and expensive, and create greater risks and delays, for us and our stockholders to offer securities. These challenges may make our securities less attractive than those of companies that are not former shell companies and may raise our relative cost of capital.

We may be unable to successfully uplist to a national securities exchange within a reasonable period of time or at all, in which event investors’ ability to sell shares of our Common Stock will be materially hindered.

Our Common Stock was previously listed on The Nasdaq Global Market until it was delisted in March 2025 following our operational cessation in October 2024. Following a period of inactivity, we recently became current in our SEC filings by filing Quarterly Reports on Form 10-Qs and an Annual Report on Form 10-K for the fiscal periods from December 31, 2024 through September 30, 2025, and thereafter our Common Stock became quoted on the OTCID Basic Market. Subject to compliance with applicable initial listing standards, which as described below is subject to uncertainty, the Company intends to seek uplisting of its Common Stock on a national securities exchange such as an exchange operated by The Nasdaq Stock Market, LLC (as applicable, an “Exchange”). Before then, the Company may seek to become quoted on the OTCQB or OTCQX, which are higher tiered quotation systems operated by the OTC Markets Group, Inc.

Based on the initial listing standards and related rules and policies of the Exchanges and circumstances surrounding the Company and its Common Stock, the Company anticipates facing significant challenges in its ability to achieve uplisting to an Exchange in the near term. The initial listing standards each Exchange generally require certain minimum criteria be met with respect to the bid price, market capitalization and financial performance of the Company and its Common Stock. Further, given our operational cessation in 2024 we may be unable to qualify in the near term for potential standards for listing which require two years of operating history, which could significantly delay our ability to become listed on an Exchange. Further, one potential standard for listing requires us to maintain a closing bid price of at least $4.00 for at least 90 trading days, among other required criteria. In addition to the fact that given our current stock price this would require us to effect a reverse stock split in an effort to achieve that minimum price, there is substantial uncertainty as to our ability to maintain that minimum closing bid price for a prolonged period of time, particularly given our quotation on the OTCID Basic Market and the volatility of our stock price. We may be unable to successfully navigate or address these challenges, which could significantly delay or prevent us from uplisting to an Exchange. If the Company is unable to uplist to an Exchange, it would negatively impact both investors’ ability to sell their shares and the market for such shares, and the Company’s ability to raise capital.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Common Stock, the market price and trading volume of our Common Stock could decline.

The trading market for our Common Stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business. We have limited research coverage by industry or financial analysts. If no, or few, additional analysts commence coverage of us, the trading price of our Common Stock would likely decrease. If one or more of the analysts covering our business downgrade their evaluations of our Common Stock, the price of our Common Stock could decline. If one or more of these analysts cease to cover our Common Stock, we could lose visibility in the market for our Common Stock, which in turn could cause our stock price to decline.

~~Reports~~Our ~~published~~Board bymay ~~analysts,~~authorize and ~~including~~issue ~~projections~~shares inof ~~those~~new ~~reports~~series ~~that~~of ~~differ~~preferred ~~from~~stock ~~our~~that ~~actual results,~~ could ~~adversely~~be ~~affect~~superior ~~the~~to ~~price~~or ~~and~~adversely ~~trading~~affect ~~volume~~current holders of our Common Stock.

~~Securities~~Our ~~research~~Board ~~analysts~~has ~~may~~the ~~establish~~power to ~~and~~authorize ~~publish their own periodic projections for us. These projections may vary widely~~ and ~~may~~issue ~~not~~shares ~~accurately predict the results we actually achieve. The share price~~ of ~~our~~classes ~~Common Stock may decline if our actual results do not match the projections~~ of ~~these~~stock, ~~securities~~including ~~research~~preferred ~~analysts.~~stock Ifthat ~~any~~have ofvoting ~~the~~powers, ~~analysts~~designations, ~~who may cover us issue an adverse or misleading opinion regarding us~~preferences, ~~our~~limitations and ~~business~~special ~~model~~rights, ~~our~~including ~~intellectual~~preferred ~~property~~distribution orrights, ~~our~~conversion ~~stock performance~~rights, ~~change~~redemption ~~their~~rights ~~recommendation~~and ~~regarding~~liquidation ~~shares~~rights ofwithout ~~our~~further stockholder ~~Common~~approval ~~Stock~~which could adversely oraffect ~~provide~~the ~~more~~rights ~~favorable~~of ~~relative recommendations about our competitors,~~ the ~~price~~holders of ~~shares of~~ our Common Stock. ~~would~~In ~~likely~~addition, ~~decline.~~our IfBoard ~~one~~could orauthorize the ~~more~~issuance of ~~these~~a ~~analysts~~series ~~ceases~~of ~~covering~~preferred usstock orthat ~~fails~~is toconvertible ~~publish~~into ~~reports~~our onCommon ~~us regularly~~Stock, ~~the~~which ~~share~~could ~~price~~result orin ~~trading~~dilution ~~volume~~to of our existing Common ~~Stock could decline~~Stockholders.

WeAny ~~incurred~~of ~~significant~~these ~~costs~~actions could assignificantly aadversely ~~result~~affect the investment made by holders of ~~the~~our ~~Merger~~Common ~~and~~Stock. ~~will~~Holders ~~incur~~of ~~significant~~Common ~~increased~~Stock ~~costs~~could aspotentially anot receive ~~result~~dividends ofthat ~~being~~they amight ~~public~~otherwise ~~company~~have received. In addition, ~~and~~holders of our ~~management~~Common ~~will~~Stock becould ~~required~~receive toless ~~devote~~proceeds ~~substantial~~in ~~time~~connection with toany ~~new~~future ~~compliance~~sale ~~initiatives~~of the Company, in liquidation or on any other basis.

We and Legacy Zapata have both incurred significant, non-recurring costs in connection with consummating the Merger, and have deferred certain closing costs, which we are obligated to pay over time. We may also incur additional costs to retain key employees.36

AsWe aare ~~public company, we have incurred and will continue to incur~~ incurring significant ~~legal,~~increased ~~accounting~~costs ~~and other expenses that Legacy Zapata did not incur~~ as a ~~private~~result ~~company.~~of ~~These~~being ~~expenses~~a ~~may~~public ~~increase even more after it is no longer an “emerging growth~~ company.”, ~~Our management~~ and ~~other~~our ~~personnel~~management will ~~need~~be required to devote a substantial ~~amount of~~ time ~~and~~to ~~incur significant expense in connection with~~ new compliance initiatives. ~~For example, we will need to implement additional internal controls, both generally and to~~

45As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that Legacy Zapata did not incur as a private company. These expenses may increase even more after we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. For example, we will need to implement additional internal controls, both generally and to address the material weaknesses discussed in this Prospectus, and disclosure controls and procedures, retain a transfer agent and adopt an insider trading policy. As a public company, we bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.

~~address~~In ~~the~~addition, ~~material~~regulations and ~~weaknesses~~standards ~~discussed~~relating into ~~“Risks~~corporate ~~Related~~governance toand ~~Zapata’s~~public ~~Financial~~disclosure, ~~Condition~~including the Sarbanes-Oxley Act, and ~~Status~~the asrelated anrules ~~Early~~and ~~Stage~~regulations implemented ~~Company~~by the SEC,” have increased legal and ~~disclosure~~financial ~~controls~~compliance costs and ~~procedures~~will make some compliance activities more time-consuming. We intend to invest resources to comply with evolving laws, ~~retain~~regulations aand ~~transfer~~standards, ~~agent~~and this investment will result in increased general and ~~adopt~~administrative anexpenses ~~insider~~and ~~trading~~may ~~policy~~divert management’s time and attention from our other business activities. AsIf aour ~~public~~efforts ~~company~~to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and we ~~bear~~could ~~all~~be subject to the delisting of our Common Stock, fines, sanctions and other regulatory action, which may be harmful to its business. In the ~~internal~~future, it may be more expensive or more difficult for us to obtain director and ~~external~~officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs ofto ~~preparing~~obtain ~~and~~coverage. ~~distributing~~These ~~periodic~~factors ~~public~~could ~~reports~~also inmake ~~compliance~~it ~~with~~more difficult for us to attract and retain qualified members of our ~~obligations~~Board, ~~under~~particularly ~~the~~to ~~securities~~serve ~~laws~~on its audit committee and compensation committee, and qualified executive officers.

InDue ~~addition, regulations and standards relating~~ to ~~corporate~~our ~~governance and public disclosure~~size, we ~~including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC and Nasdaq,~~ have increased legal and financial compliance costs and will make some compliance activities more time-consuming. For example, Nasdaq imposes requirements to obtain stockholder approval for the issuance of equity securities in a ~~variety~~limited ofmanagement ~~circumstances~~team, ~~and this requirement can limit the financing alternatives available to us and thereby increase the cost of capital,~~ which ~~could~~has ~~reduce~~limited ~~shareholder~~experience ~~returns. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result~~ in ~~increased~~operating ~~general~~a ~~and~~public ~~administrative expenses and may divert management’s time and attention from our other business activities~~company. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and we could be subject to the delisting of our Common Stock, fines, sanctions and other regulatory action, which may be harmful to its business. In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on its audit committee and compensation committee, and qualified executive officers.

~~Our~~We ~~management~~presently ~~team~~only have one executive officer, who acts as both our Chief Executive Officer and Chief Financial Officer, and has limited experience in ~~operating~~the management of a publicly traded company. Until we are able to raise the capital to broaden our management, we may be handicapped in managing our business and our public company obligations. Executives’ limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage as they will likely need to devote an increasing amount of their time to these activities, resulting in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that is subject to significant regulatory oversight and reporting obligations under federal securities laws. Executives’ limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage as they will likely need to devote an increasing amount of their time to these activities, resulting in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies.

We have approximately 564.7 million shares of Common Stock authorized but unissued as of June 30, 2024. Of that amount we have reserved for issuance (i) approximately 2.9 million shares issuable upon the exercise of options assumed from Legacy Zapata as a result of the Merger, (ii) approximately 2.8 million shares reserved under the 2024 Plan, (iii) approximately 0.6 million shares initially reserved for issuance under the 2024 ESPP, (iv) 0.9 million shares reserved for issuance pursuant to inducement awards granted to employees to induce such employees to accept employment with us, (v) 0.6 million shares reserved for issuance under the 2024 Inducement Plan and (vi) approximately 25.0 million shares issuable upon exercise of Warrants. Our Certificate of Incorporation and the applicable provisions of the DGCL authorize us to issue these shares of Common Stock and options, rights, warrants and appreciation rights relating to Common Stock for the consideration and on the terms and conditions established by our Board in its sole discretion, whether in connection with acquisitions, or otherwise.

We have outstanding Senior Secured Notes with an aggregate principal amount of $2,000,000 that are convertible at the option of the holder at a price of $8.50 per share, a 2023 Purchase Agreement and a 2024 Purchase Agreement with Lincoln Park, pursuant to which we may instruct Lincoln Park to purchase our shares, and a Forward Purchase Agreement, pursuant to which, in certain circumstances, Sandia may be entitled to purchase Additional Shares from us. See “—We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available, and our Forward Purchase Agreement may negatively impact our ability to raise additional capital.”

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt (subject to the limitations under the Senior Secured Notes) or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our then-existing stockholders, reduce the market price of our Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Common Stock. Our decision to issue securities in any future offering

will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing, or nature of its future offerings. As a result, holders of our Common Stock bear the risk that our future offerings may reduce the market price of our Common Stock and dilute their percentage ownership.

We do not currently intend to pay cash dividends on our Common Stock, so any returns will be substantially limited to the value of our Common Stock.

We have no current plans to pay any cash dividends on our Common Stock. The declaration, amount and payment of any future dividends on shares of our Common Stock will be at the sole discretion of our Board as well as restrictions imposed by the DGCL. We currently anticipate that we will retain future earnings for the development, operation and expansion of its business and do not anticipate declaring or paying any cash dividends from future earnings for the foreseeable future. In addition, our ability to pay dividends may be limited by covenants under indebtedness that we or our subsidiaries may incur in the future, or the terms of preferred stock, as well as other limitations and restrictions imposed by law. As a result, you may not receive any return on an investment in our Common Stock unless you sell our Common Stock at a greater price than that which you paid for it.

Our Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain disputes between our stockholders and us, and also provides that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.

Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any internal or intra-corporate claim or any action asserting a claim governed by the internal affairs doctrine, including, but not limited to, (i) any derivative action brought by a stockholder on our behalf, (ii) any claim of breach of a fiduciary duty owed by any of our directors, officers, stockholders, or employees and (iii) any claim against us arising under our Certificate of Incorporation, Bylaws or the DGCL. The Certificate of Incorporation designates the United States District Court for the District of Delaware as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

This exclusive forum provision will not apply to claims under the Exchange Act, but will apply to other state and federal law claims including actions arising under the Securities Act. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

This choice of forum provision may have the effect of increasing costs for investors to bring a claim against us and our directors and officers and of limiting a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage (but not prevent) lawsuits with respect to such claims.

Delaware law and provisions in our Certificate of Incorporation and Bylaws might discourage, delay or prevent a change in control of the Company or changes in our management and, therefore, depress the trading price of our Common Stock.

Our status as a Delaware corporation and the anti-takeover provisions of the DGCL may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder without the approval of holders of two-thirds of the voting power of our stockholders other than the interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our Certificate of Incorporation and Bylaws contain provisions that may make the acquisition of the Company more difficult, including the following:

· our Board is classified into three classes of directors with staggered three-year terms, and directors can only be removed from office for cause (which is not defined) by the affirmative vote of holders of at least a majority of the voting power of our then-outstanding capital stock; · certain amendments to our Certificate of Incorporation will require the approval of stockholders holding two-thirds of the voting power of its then-outstanding capital stock; · our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; · vacancies on our Board will be able to be filled only by our Board and not by stockholders; · certain litigation against us can only be brought in Delaware; · our Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established by our Board, which shares may be issued without the approval of the holders of our capital stock; and · advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

certain amendments to our Certificate of Incorporation will require the approval of stockholders holding two-thirds of the voting power of its then-outstanding capital stock;

our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

vacancies on our Board will be able to be filled only by our Board and not by stockholders;

certain litigation against us can only be brought in Delaware;

our Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established by our Board, which shares may be issued without the approval of the holders of our capital stock; and

advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of the Company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing or to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of Common Stock.

Our Common Stock is and will be subordinate to all of our indebtedness, future indebtedness, and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against its subsidiaries.38

Shares of our Common Stock are common equity interests and, as such, are junior to the Senior Secured Notes and will rank junior to all of our future indebtedness and other liabilities. Additionally, holders of our Common Stock may become subject to the prior dividend and liquidation rights of holders of any series of preferred stock that our Board may designate and issue without any action on the part of the holders of our Common Stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of over $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common Stock held by non-affiliates exceeds $700 million as of the last business day of the second fiscal quarter of such year and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our Common Stock less attractive if we choose to rely on these exemptions. If some investors find our Common Stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our Common Stock, and our stock price may be more volatile.

Further, we are a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and any non-voting ~~common~~Common ~~stock~~Stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and any non-voting ~~common~~Common ~~stock~~Stock held by non-affiliates was less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

The registration of our Common Stock pursuant to certain registration rights granted to the Sponsors, certain stockholders of Legacy Zapata, stockholders who received shares of Common Stock upon conversion and exchange of the Senior Secured Notes, and Sandia, and the potential exercise of additional rights under the Resale Registration Rights Agreement (as defined below) may adversely affect the market price of our Common Stock.39

~~Pursuant~~THE toPRIVATE certain resale registration rights agreements entered into prior to or in connection with the Merger, we filed a registration statement with respect to the resale of securities held by the Sponsors and transferees of the Sponsors, certain stockholders of Legacy Zapata, stockholders who received shares of Common Stock upon conversion and exchange of the Senior Secured Notes, and Sandia, including 15,850,336 shares of Common Stock, 13,550,000 Warrants to purchase shares of Common Stock, and PLACEMENTS

48Set forth below is an overview of the private placement transactions in which the Selling Stockholders participated and pursuant to which the Selling Stockholders received the shares of Common Stock, or Convertible Securities pursuant to which shares of Common Stock are issuable, to which the registration statement of which this Prospectus forms a part relates and certain rights incident thereto.

~~25,049,982~~Series ~~shares~~D ofConvertible Preferred ~~Common~~ Stock issuable upon the exercise of Warrants. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Common Stock.Offering

~~Additionally,~~In upApril ~~to twice in any 12-month period~~2026, ~~certain~~the ofCompany sold ~~our~~ and ~~Legacy~~issued ~~Zapata’s stockholders party~~ to ~~the~~accredited ~~Resale~~investors ~~Registration~~a ~~Rights~~total ~~Agreement~~of ~~may~~15,000 ~~request~~shares ~~to sell all or any portion~~ of ~~their~~Series ~~registrable~~D ~~securities~~(which inare anconvertible ~~underwritten~~into ~~offering~~34,160,784 soshares ~~long~~of asCommon ~~the~~Stock, subject ~~total~~to ~~offering~~adjustment) ~~price~~and isWarrants ~~reasonably expected~~ to ~~exceed~~purchase ~~$50~~up ~~million~~to or17,080,392 ~~all~~shares of ~~such~~Common ~~holders’~~Stock ~~remaining~~(representing ~~registrable~~50% ~~securities.~~warrant Wecoverage ~~also~~on ~~agreed~~an toas-converted basis) ~~provide~~for ~~customary~~total ~~“piggyback”~~gross ~~registration~~proceeds ~~rights,~~of ~~subject to certain exceptions~~$15,000,000.

~~The~~As ~~exercise~~part of ~~Warrants~~the ofoffering, the ~~our~~Company ~~stock~~entered ~~would~~into ~~increase~~a Securities Purchase Agreement and Registration Rights Agreement with the ~~number~~investors. ofPursuant ~~shares~~to ~~eligible~~the ~~for~~Registration Rights ~~future~~Agreement, the Company agreed to file a registration statement registering the resale inof the ~~public~~shares ~~market~~of Common Stock underlying the Series D and ~~result~~Warrants inby ~~dilution~~June 22, 2026 and to ~~our~~cause ~~stockholders.~~it ~~Such~~to ~~dilution~~become ~~will~~effective ~~increase~~by ifAugust ~~more~~21, 2026, subject to the terms and conditions set forth therein. The registration statement of ~~our~~which ~~shares~~this ~~are~~Prospectus ~~redeemed~~is a part is being filed in connection with these obligations.

AsThe ofCompany ~~June~~engaged ~~30,~~placement agents ~~2024,~~to weassist ~~had~~with ~~outstanding~~the ~~Warrants~~offering. The compensation for the placement agents consists of: (i) the issuance of warrants to purchase an amount ~~aggregate~~of common stock equal to 2% of ~~25,049,982~~the shares of ~~our~~common ~~Common~~stock ~~Stock,~~issuable ~~comprised~~upon conversion of 11the Series D,~~499,982~~ ~~Public~~which ~~Warrants~~resulted ~~and~~in 13683,~~550,000~~215 Financing ~~Private~~Activity Warrants, ~~all~~issued ofto ~~which~~the ~~are~~placement ~~currently~~agents ~~exercisable.~~in ~~The~~the ~~likelihood~~offering ~~that~~and ~~those~~(ii) ~~Warrants~~a ~~will~~cash befee ~~exercised~~equal ~~increases~~to if6% of the ~~trading~~gross ~~price~~proceeds received ofby ~~shares~~the ofCompany ~~our~~in ~~stock exceeds~~ the ~~exercise~~offering. ~~price~~The ofFinancing ~~the~~Activity Warrants. ~~The~~issued ~~exercise~~to ~~price~~the ofplacement ~~these~~agents ~~Warrants~~are isincluded ~~$11.50~~in ~~per~~the ~~share~~Warrants.

~~There~~Conversion ~~is no guarantee that the Warrants will ever be in the money after they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless.~~Agreements

ToFrom ~~the~~June ~~extent~~12, ~~the~~2025 ~~Warrants~~through June ~~are exercised~~18, ~~additional shares of Common Stock will be issued~~2025, ~~which~~the ~~will~~Company ~~result~~entered ininto ~~dilution~~Conversion toAgreements (the ~~holders~~“Conversion ofAgreements”) ~~our~~with ~~stock~~certain ~~and~~creditors ~~increase~~of the Company ~~number~~under ofwhich ~~shares~~such ~~eligible~~creditors ~~for~~agreed ~~resale~~to inexchange ~~the~~a ~~public~~total ~~market.~~of ~~Holders~~$10,100,256 of ~~Warrants~~accounts dopayable ~~not~~and ~~have~~other aliabilities ~~right~~ to ~~redeem~~such ~~the~~creditors in ~~Warrants.~~exchange ~~Sales~~for ofthe ~~substantial~~Company’s ~~numbers~~issuance of 27,330,000 shares of ~~Common Stock issued upon~~ the ~~exercise~~Company’s ofCommon ~~Warrants~~Stock into ~~the~~such ~~public~~creditors. ~~market~~In oraddition, two ~~the~~of ~~potential~~these ~~that~~creditors ~~such~~will ~~Warrants may~~ be ~~exercised~~receiving ~~could~~convertible ~~also~~preferred ~~adversely~~stock ~~affect~~in ~~the~~lieu ~~market price~~ of ~~our~~common ~~Common Stock~~stock.

49In June 2025, the Company entered into a series of Conversion Agreements with certain creditors. Pursuant to the Conversion Agreements, certain creditors agreed to exchange $4,429,000 of accounts payable and accrued expenses for the issuance of 11,983 shares of the Company’s Series C Convertible Preferred Stock, which subject to beneficial ownership limitations, are convertible into 11,983,000 shares of Common Stock

On July 18, 2025, the Company filed the Certificate of Designations of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock of the Company designating and authorizing the issuance of up to 13,000 shares of Series C Convertible Preferred Stock. Subsequently, on November 4, 2025, the Company filed a Certificate of Amendment to the Certificate of Designations to increase the number of authorized and designated shares of Series C Convertible Preferred Stock to 23,000 shares.

On July 22, 2025, the Company issued a total of 11,983 shares of the Company’s Series C Convertible Preferred Stock (convertible into 11,983,000 shares of Common Stock) with a fair value of $12 to two creditors in settlement of $4,429,000 of accounts payable and accrued expenses pursuant to the Conversion Agreements As a result of the issuance of the Series C Convertible preferred stock, the Company recognized a gain on extinguishment of liabilities of $4,417,000.

Universal Resale and Registration Provisions

In connection with the Conversion Agreements described above as well as certain other transactions which occurred in 2025, the Company and counterparties who received common stock or derivative securities entered into the Resale Provisions pursuant to which such recipients agreed to certain lock-up provisions restricting and limiting their sale, transfer, pledge, or disposal of any shares of common stock held by or issuable to such recipients for a period ending 12 months following the date of a resale registration statement with respect to the common stock comprising or underlying such securities is declared effective by the SEC (such period, the Lock-Up Period). The Resale Provisions provide that up to 10% of each holder’s shares may be sold or transferred during the first 90 days following such effective date, and up to 25% of such holder’s shares may be sold or transferred in each subsequent 90 day period thereafter for the remainder of the Lock-Up Period; and that during each of the third and fourth ninety 90 day periods referred to above, each holder may sell or transfer up to an additional 10% of its shares, but only to the extent such amount represents shares that were eligible for sale or transfer in prior periods but were not sold or transferred by such holder. The Resale Provisions also contains certain additional limitations and exceptions with respect to such lock-up provisions, including a volume limitation on the holders’ sales of shares pursuant to which the holders collectively may not sell more than 10% of the shares in a given trading day, and the cessation of the Lock-Up Period and termination of such lock-up provisions if certain events do not occur within a specified time and as more particularly set forth therein.

Pursuant to the Resale Provisions the Company also agreed to provide the holders with registration rights pursuant to which, if the Company closes a securities offering resulting in gross proceeds of at least $5 million, the holders shall have “piggy back” registration rights for the inclusion for resale of their shares to be registered on any subsequent registration statement filed with the SEC in connection with such offering. The Company also agreed to file a registration statement for the holders’ sales of shares within 180 days after the Company makes the requisite filings under the Securities Exchange Act of 1934, and prepares the requisite audited and unaudited financial statements, as applicable, to become eligible to file a resale registration statement, and to cause such registration statement to be declared effective within 90 days thereafter. The Company also agreed to provide the holders with certain indemnification rights in connection with such registration rights.

The registration statement of which this Prospectus is a part is being filed in connection with these obligations.

The offers and sales of the securities described above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

USE OF PROCEEDS

We will not receive any ~~proceeds from the sale~~ of ~~Common Stock by Lincoln Park in this offering. Pursuant to~~ the ~~2023 Purchase Agreement, we have received aggregate consideration of approximately $7.6 million in gross~~ proceeds ~~as of August 23, 2024, and may receive up to an additional $67.4 in gross proceeds~~ from the sale ~~shares~~ of ~~Common Stock that we may sell to Lincoln Park, in each case pursuant to~~ the ~~2023 Purchase Agreement from time to time for so long as~~ shares ~~remain available for issuance under the Initial Registration Statement and after the date that the registration statement~~ of ~~which~~our ~~this prospectus is a part is declared effective. We may receive up to $10.0 million in gross proceeds from the shares of~~ Common Stock ~~that~~being weoffered ~~may~~for ~~sell~~sale toby ~~Lincoln Park pursuant to~~ the ~~2024~~Selling ~~Purchase~~Stockholders. ~~Agreement~~Upon ~~from time to time after~~ the ~~date~~exercise ~~that~~of the ~~registration~~Warrants, ~~statement~~assuming all ofsuch ~~which~~exercises ~~this~~are ~~prospectus~~cash ~~is a part is declared effective. However~~exercises, we ~~are~~will ~~unable~~receive ~~to estimate~~ the ~~actual~~exercise ~~amount~~price of ~~proceeds~~the ~~that~~Warrants. weWe ~~may receive, as it~~ will ~~depend~~bear onall ~~the~~fees ~~number~~and ofexpenses ~~shares of Common Stock that we choose~~ incident to ~~sell,~~ our ~~ability~~obligation to ~~meet~~register the ~~conditions~~shares ~~set~~of ~~forth~~Common inStock. ~~the~~Brokerage ~~2023~~fees, ~~Purchase~~commissions ~~Agreement~~and orsimilar ~~2024 Purchase Agreement~~expenses, asif ~~applicable~~any, ~~market~~attributable ~~conditions~~to ~~and~~ the sale ~~price~~ of shares ofoffered ~~our~~hereby ~~Common~~will ~~Stock,~~be ~~among~~borne ~~other~~by ~~factors.~~the ~~See~~Selling ~~“Plan of Distribution” elsewhere in this prospectus for more information~~Stockholder.

WeThere ~~intend~~is tono ~~use~~assurance the ~~net~~Warrants ~~proceeds~~will ~~from~~be ~~this offering~~ exercised for ~~general~~cash. ~~corporate~~We ~~purposes,~~intend ~~which~~to ~~may~~use ~~include~~such ~~business~~proceeds, ~~opportunities~~if ~~and the repayment of indebtedness~~any, ~~including~~for ~~deferred~~general ~~expenses~~corporate ~~incurred~~and inworking ~~connection~~capital ~~with the Merger~~purposes.

The amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors” in this prospectus and in any accompanying prospectus supplements, as well as the amount of cash used in our operations. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. 42

50PLAN OF DISTRIBUTION

~~DILUTION~~Each Selling Stockholder of the shares of Common Stock to which the registration statement of which this Prospectus is a part relates, and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of shares of Common Stock covered hereby on the principal trading market of the Common Stock or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares of Common Stock:

~~The~~· ~~sale~~ordinary ofbrokerage ~~Common~~transactions ~~Stock~~and totransactions ~~Lincoln~~in ~~Park~~which ~~pursuant~~the broker-dealer solicits purchasers; · block trades in which the broker-dealer will attempt to sell the ~~Purchase~~securities ~~Agreements~~as ~~will~~agent ~~have~~but may position and resell a ~~dilutive~~portion ~~impact~~of onthe ~~our~~block ~~stockholders.~~as Inprincipal ~~addition,~~to facilitate the ~~lower~~transaction; · purchases by a broker-dealer as principal and resale by the ~~price~~broker-dealer for its account; · an exchange distribution in accordance with the rules of the ~~Common~~applicable ~~Stock~~exchange; is· atprivately ~~the~~negotiated ~~time~~transactions; we· ~~exercise~~settlement ~~our~~of ~~right~~short sales; · in transactions through broker-dealers that agree with the Selling Stockholders to sell ~~Common~~a ~~Stock~~specified tonumber ~~Lincoln~~of ~~Park,~~such securities at a stipulated price per security; · through the ~~more~~writing ~~Common~~or ~~Stock~~settlement weof ~~will~~options ~~have~~or ~~available~~other tohedging ~~issue~~transactions, towhether ~~Lincoln~~through ~~Park~~an ~~pursuant~~options toexchange ~~the~~or ~~Purchase~~otherwise; ~~Agreements~~· ~~and~~a ~~our~~combination ~~existing~~of ~~shareholders~~any ~~would~~such ~~experience~~methods ~~greater~~of ~~dilution.~~sale; or · any other method permitted pursuant to applicable law.

See “The ~~price~~Private ~~that~~Placements – ~~Lincoln~~Universal ~~Park~~Resale ~~will pay for the Common Stock to be resold pursuant to this prospectus will depend upon the timing of sales~~ and ~~will~~Registration ~~fluctuate~~Provisions” ~~based~~at onpage ~~the trading price of Common Stock~~41.

~~Our~~The ~~net~~Selling ~~tangible~~Stockholders ~~book~~may ~~deficit~~also assell securities ofunder ~~June~~Rule ~~30,~~144 ~~2024 was $(27.0) million,~~ or ~~$(0.76)~~any ~~per~~other ~~share.~~exemption ~~After~~from ~~giving~~registration ~~effect~~under to the ~~assumed~~Securities ~~sale~~Act of 121933,~~500,000~~ ~~shares~~as ofamended ~~Common Stock to Lincoln Park pursuant to~~ (the Purchase Agreements at a price of $0.4941 per share, the last reported sales price of the Common Stock on Nasdaq on August 23, 2024, (which represents aggregate gross sale proceeds of approximately $6.2 million“Securities Act”), ~~and~~if ~~after the issuance of 500~~available,~~000~~ ~~shares~~rather ofthan ~~Common Stock to Lincoln Park as a commitment fee~~ under the 2024 Purchase Agreement and after deducting estimated offering expenses of $75,000 payable by us, our as-adjusted net tangible book value as of June 30, 2024 would have been approximately $(20.9) million, or $(0.43) per share. This represents an immediate increase in net tangible book value of $0.33 per share to existing shareholders and an immediate dilution of $0.93 per share to investors in this ~~offering~~prospectus.

ItBroker-dealers isengaged ~~very~~by ~~likely~~the ~~that~~Selling ~~the~~Stockholders may ~~registration~~arrange offor ~~additional~~other ~~shares~~brokers-dealers ofto ~~Common~~participate ~~Stock~~in ~~will~~sales. beBroker-dealers ~~required~~may ifreceive wecommissions ~~sought~~or todiscounts ~~sell~~from the ~~entire~~Selling ~~$67.4~~Stockholders (or, ~~million~~if any broker-dealer acts as agent for the purchaser of ~~Common~~securities, ~~Stock~~from ~~that~~the ~~remained~~purchaser) ~~available~~in amounts to be ~~sold~~negotiated, but, except as set forth in a supplement to ~~Lincoln~~this ~~Park~~Prospectus, ~~under~~in the ~~2023~~case ~~Purchase~~of ~~Agreement~~an asagency transaction not in excess of ~~August~~a ~~23,~~customary ~~2024~~brokerage orcommission in ~~the~~compliance ~~entire~~with ~~$10.0~~FINRA ~~million~~Rule 2440; and in the case of ~~Common~~a ~~Stock~~principal ~~under~~transaction ~~the~~a ~~2024~~markup ~~Purchase~~or ~~Agreement.~~markdown in compliance with FINRA IM-2440.

For illustrative purposes, as of June 30, 2024, at which time we had approximately $69.7 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement, at an assumed average purchase price equal to $0.50, which is the floor price under the 2023 Purchase Agreement, we would need to register an additional 126,899,419 shares of Common Stock (or 139,899,419 shares of Common Stock in aggregate) in order to sell the entire $69.7 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of June 30, 2024, assuming no shares are available under the Initial Registration Statement. Assuming that the Common Stock was sold at an average price equal to $0.50 per share and that we were to register sufficient additional shares of Common Stock in order to sell the entire $69.7 million of Common Stock that remained available to be sold to Lincoln Park under the 2023 Purchase Agreement as of June 30, 2024, after giving effect to the assumed sale of such 139,399,419 shares of Common Stock, the issuance of 500,000 shares to Lincoln Park as commitment shares under the 2024 Purchase Agreement and after deducting estimated offering expenses of $75,000 payable by us, our as-adjusted net tangible book value as of June 30, 2024 would have been approximately $42.7 million, or $0.24 per share. This represents an immediate increase in net tangible book value of $1.01 per share to existing shareholders and an immediate dilution of $0.26 per share to investors in this offering.43

AtIn anconnection ~~assumed~~with ~~average purchase price equal to $0.10, which is~~ the ~~floor~~sale ~~price~~of ~~under~~ the ~~2024~~securities or ~~Purchase~~interests ~~Agreement~~therein, ~~and at which price sales are not permitted under~~ the ~~2023~~Selling ~~Purchase~~Stockholders ~~Agreement,~~may weenter ~~would~~into ~~need~~hedging totransactions ~~register~~with anbroker-dealers ~~additional~~or ~~87,500,000~~other ~~shares~~financial ~~of Common Stock (or 100~~institutions,~~000,000~~ which ~~shares~~may ofin ~~Common~~turn ~~Stock~~engage in ~~aggregate)~~short ~~in order to sell the entire $10.0 million of Common Stock to Lincoln Park under the 2024 Purchase Agreement (with such~~ sales ~~subject to receipt~~ of ~~stockholder approval for~~ the ~~sale~~securities ~~of shares~~ in ~~excess of~~ the ~~Exchange~~course ~~Cap,~~of ashedging ~~defined in~~ the ~~2024~~positions ~~Purchase~~they ~~Agreement)~~assume. ~~Assuming~~The ~~that~~Selling ~~the~~Stockholders may ~~Common~~also ~~Stock~~sell ~~was~~securities ~~sold~~short atand andeliver ~~average~~these ~~price~~securities ~~equal~~ to ~~$0.10~~close ~~per~~out ~~share~~their ~~and~~short ~~that~~positions, weor ~~were~~loan toor ~~register~~pledge ~~sufficient~~the ~~additional~~securities ~~shares~~to ofbroker-dealers that ~~Common Stock~~ in ~~order~~turn tomay sell ~~the~~these ~~entire $10~~securities.0 ~~million~~The ofSelling ~~Common~~Stockholders ~~Stock~~may toalso ~~Lincoln~~enter ~~Park~~into ~~under~~option ~~the~~or ~~2024~~other ~~Purchase~~transactions ~~Agreement,~~with ~~and~~broker-dealers or ~~assuming~~other ~~receipt~~financial ofinstitutions ~~stockholder~~or ~~approval~~create ~~for~~one ~~the~~or ~~sale~~more ofderivative ~~shares~~securities inwhich ~~excess~~require ~~of 7,726,165 shares designated as~~ the ~~Exchange~~delivery ~~Cap under the 2024 Purchase Agreement, after giving effect~~ to ~~the assumed sale of~~ such ~~100,000,000~~broker-dealer ~~shares~~or ofother financial ~~Common~~institution ~~Stock, the issuance~~ of ~~500,000~~securities ~~shares~~offered toby ~~Lincoln~~this ~~Park as commitment shares under the 2024 Purchase Agreement and after deducting estimated offering expenses of $75~~prospectus,~~000~~ ~~payable~~which bysecurities ~~us,~~such ~~our as~~broker-~~adjusted~~dealer ~~net~~or ~~tangible~~other ~~book~~financial ~~value~~institution asmay resell ofpursuant ~~June~~to ~~30,~~this ~~2024~~prospectus ~~would have been approximately $~~(~~17.0)~~as ~~million,~~supplemented or ~~$(0.13)~~amended ~~per share. This represents an immediate increase in net tangible book value of $0.64 per share~~ to ~~existing~~reflect ~~shareholders~~such ~~and an immediate dilution of $0~~transaction).~~23 per share to investors in this offering.~~

The ~~number~~Selling ofStockholders ~~shares~~and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of ~~Common~~the ~~Stock~~Securities Act ~~outstanding~~in asconnection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of ~~June~~the 30securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, ~~2024~~directly ~~excludes:~~or indirectly, with any person to distribute the securities.

3The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses,~~491~~ claims,~~146~~ ~~shares~~damages ~~reserved~~and liabilities, including liabilities under the ~~2024~~Securities ~~Plan;~~ Act.

~~581~~We agreed to keep this Prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144,~~858~~ ~~shares~~without ~~reserved~~the requirement for the Company to be in compliance with the current public information under Rule 144 under the ~~2024~~Securities ~~ESPP;~~Act or any other rule of similar effect or all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in all states but New York, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~600,000~~Under ~~shares~~applicable ~~reserved~~rules and regulations under the Exchange Act, any person engaged in the ~~2024~~distribution ~~Inducement~~of ~~Plan;~~the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

~~13,550,000 shares of Common Stock underlying Private Warrants;~~ 44

51DIVIDEND POLICY

~~11,499,982~~We ~~shares~~plan ofto retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our Common Stock ~~underlying~~and ~~Public~~do ~~Warrants;~~not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors will determine our future dividend policy on the basis of many factors, including results of operations, capital requirements, general business conditions, and whether dividends are payable by us under the DGCL.

~~900~~In addition,~~000~~ ~~shares~~the terms of ~~Common~~the ~~Stock~~Series ~~issuable~~D ~~upon~~we ~~exercise~~issued in ofApril ~~nonstatutory~~2026 ~~stock~~precludes ~~options~~us ~~granted~~from paying dividends to ~~two~~holders ~~employees~~of toour ~~induce~~Common ~~such~~Stock ~~employees~~or toother ~~accept~~securities ~~employment~~without ~~with~~the usprior inconsent ~~reliance~~of onthe ~~Nasdaq~~holders of ~~Listing~~a ~~Rule~~majority ~~5635(c)(4);~~the ~~and~~Series D.

~~2,723,419 shares of our common stock issuable upon the exercise of options assumed from Legacy Zapata as a result of the Merger at a weighted average exercise price of $2.31 per share.~~ 45

ToMANAGEMENT’S ~~the~~DISCUSSION ~~extent~~AND ~~that~~ANALYSIS ~~additional~~OF FINANCIAL ~~shares~~CONDITION ofAND ~~Common~~RESULTS ~~Stock~~OF are issued pursuant to the foregoing, or if additional shares are issued pursuant to the Initial Registration Statement, investors purchasing Common Stock in this offering will experience further dilution. In addition, we may offer other securities in other offerings due to market conditions or strategic considerations. To the extent we issue such securities, investors may experience further dilution. OPERATIONS

MARKET PRICE AND DIVIDEND INFORMATION

Market Price

The Common Stock is listed on the Nasdaq Global Market under the symbol “ZPTA” and the Public Warrants are listed on the Nasdaq Capital Market under the symbol “ZPTAW.” Prior to the consummation of the Merger, the Company’s Class A Common Stock, units and Public Warrants were traded on the New York Stock Exchange under the symbols “WNNR,” “WNNR.U” and “WNNR.WS,” respectively.

The closing price of the Common Stock and Public Warrants on August 29, 2024, as reported by Nasdaq, was $0.50 and $0.0452, respectively.

Holders

As of August 29, 2024, there were 124 holders of record of our Common Stock. The number of holders of record does not include “street name” holders or beneficial holders whose shares of Common Stock are held of record by banks, brokers and other financial institutions.

Dividend Policy

We have not paid any cash dividends to date. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. The payment of cash dividends in the future will depend on our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board. Our ability to declare dividends may also be limited by restrictive covenants under any future debt financing agreements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Forward-Looking Statements” and “Risk Factors” sections of this prospectus, which describe factors or events that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For periods prior to the closing of the Merger (as defined below), the use of “our,” “we”, the “Company” and words of similar import in this Item 2 refer to Zapata Computing, Inc. (“Legacy Zapata”) or Andretti Acquisition Corp. (“AAC”), as the context requires.

Forward Looking Statements

This prospectus contains forward-looking statements. Statements regarding the potential combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “expects,” “anticipates,” “assumes,” “suggests,” “projects,” “forecasts,” “seeks,” “plans,” “possible,” “potential,” “aims,” “intends,” “believes,” “seeks,” “may,” “might,” “will,” “would,” “should,” “can”, “could,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

our ability to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all, including pursuant to the 2023 Purchase Agreement and the 2024 Purchase Agreement (as defined below);

our ability to maintain the listing of our common stock, par value $0.0001 per share, on the Nasdaq Global Market and our Warrants (as defined below) on the Nasdaq Capital Market, and the potential liquidity and trading of such securities;

our ability to realize anticipated benefits of the Merger;

the anticipated continued interest and growth of the generative artificial intelligence (“AI”) industry;

our ability to grow and manage such growth and expanding operations profitably;

our ability to build and maintain relationships with new customers and partners, maintain existing relationships with customers and partners, and compete with existing and new competitors in existing and new markets and offerings;

risks that our intellectual property (“IP”) will not provide the desired competitive advantage;

various conflicts of interest that could arise among the Company, its affiliates, investors and partner managers;

the restrictions on our incurring additional indebtedness while the Senior Secured Notes are outstanding;

our success in retaining or recruiting, or implementing changes required in, our officers, key employees or directors;

our ability to retain existing employees and attract and retain new employees with sufficient expertise in algorithm development, product development, software engineering and support services;

intense competition and competitive pressures from other companies in the industry in which we operate;

factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;

our ability to pay deferred expenses related to the Merger as they come due;

our ability to achieve or maintain profitability;

the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;

the effect of legal, tax and regulatory changes;

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

our financial performance;

a decline in the price of our securities if we fail to meet the expectations of investors or securities analysts;

our ability to improve our operational, financial and management controls;

the risk that our reporting and compliance obligations as a publicly-traded company disrupts our current plans and operations;

increased costs associated with operating as a public company;

our ability to build, maintain and enhance awareness of our brand;

the performance of our products and services;

unanticipated technological or project development challenges, including with respect to the cost and or timing thereof;

expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups (“JOBS”) Act; and

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

WeZapata ~~are~~is ana ~~Industrial~~leading ~~Generative~~pure-play AIhardware-agnostic quantum software company. ~~that~~Following ~~develops~~a ~~generative~~strategic AIrealignment ~~applications~~in ~~and~~2025, ~~provides~~the ~~accompanying~~Company ~~services~~offers tosubscription-based ~~solve~~solutions ~~complex~~to ~~industrial~~efficiently ~~problems.~~deploy and ~~Our~~accelerate ~~approach utilizes~~ the ~~newest~~development ~~mathematical~~of ~~techniques from the~~ quantum ~~physics community to make computation more efficient~~ and tohybrid ~~create~~quantum-classical ~~models~~computing ~~that~~applications. ~~have~~Founded ~~other~~in ~~advantages~~2017 ~~over~~by ~~conventional~~researchers ~~methods.~~from ~~Founded by~~ a ~~team including~~ Harvard University ~~scientists~~Quantum inComputing ~~2017~~Lab, ~~Legacy~~ Zapata has built aone ~~world-class~~of ~~team~~the ~~from~~industry’s ~~leading~~most ~~academic~~robust ~~institutions~~intellectual ~~and~~property ~~enterprise~~portfolios ~~software~~in ~~companies~~quantum and ~~with~~hybrid ~~deep~~quantum-classical ~~expertise~~computing ~~across~~and ~~generative~~algorithmic AImethods, ~~quantum~~with ~~science~~over 60 patents, granted and ~~enterprise~~pending, ~~software.~~developed over eight years.

~~Our~~Zapata’s ~~primary~~software ~~target~~platform ~~customers~~for ~~are~~quantum ~~enterprise~~computing applications ~~organizations,~~is ~~which~~based ~~generally~~on ~~consist~~our ofpatented ~~large~~technology ~~businesses~~and ~~that~~supports ~~have~~a ~~high~~wide ~~revenue,~~range ~~the~~of ~~size~~use ~~and~~cases ~~resources~~in tocryptography, ~~dominate~~pharmaceuticals, amanufacturing, materials ~~specific~~discovery ~~market~~ and adefense. ~~significant~~To ~~number~~the ofCompany’s ~~employees.~~knowledge, Weit ~~offer~~is ~~subscription-based~~the ~~solutions~~only ~~that~~organization ~~combine~~to ~~software~~have ~~and~~participated ~~services~~across toall ~~develop~~technical areas ~~custom~~of ~~Industrial~~the ~~Generative~~Defense AIAdvanced ~~Applications~~Research ~~designed~~Projects toAgency’s ~~resolve~~(“DARPA”)’s ~~the~~Quantum ~~highly~~Benchmarking ~~complex~~program ~~business~~and ~~challenges~~it ofhas ~~these~~worked with Fortune 500 enterprises ~~given~~and ~~the~~government ~~size~~agencies ~~and~~to ~~scope~~unlock ofthe ~~their~~potential ~~global~~of ~~operations.~~quantum computing.

WeFollowing ~~focus~~a onperiod ~~generative~~of broader AI ~~and use both quantum and classical techniques in our work. Specifically~~exploration, the ~~our~~Company ~~specialized generative AI software category~~undertook, ~~referred~~in to2024 ~~herein~~and ~~as “Industrial Generative AI~~2025,” ~~takes~~a ~~generative~~strategic ~~models~~realignment ~~similar~~ to ~~those~~refocus ~~behind~~on ~~popular~~its ~~generative~~core AIquantum ~~tools,~~mission: ~~such~~developing asthe ~~OpenAI’s~~software ~~ChatGPT~~ and ~~Google’s~~tooling layer ~~Bard,~~that ~~and~~enables ~~tailors them to business-~~enterprises, ~~domain-~~governments, and ~~industry-specific~~researchers ~~applications, with a focus on industrial problems. We offer enterprise customers Industrial Generative AI solutions designed~~ to ~~address~~harness ~~some~~quantum ~~of the key challenges that arise in connection with solving industrial problems with~~ computing~~-based~~ ~~solutions:~~for ~~data~~economically ~~disarray,~~meaningful ~~unpredictability, large solution spaces, time sensitivity, constrained compute, mission-critical requirements, and security concerns~~outcomes.

WeIn ~~have~~late a2024 ~~suite~~the ofCompany ~~three~~voluntarily ~~subscription-based~~elected ~~Industrial~~to temporarily ~~Generative~~suspend AIits ~~offerings~~operations ~~that~~due ~~include~~to ~~software~~its limited capital resources and ~~software~~inability ~~tools~~to ~~supported~~access byadequate ~~services.~~liquidity ~~Our~~to ~~software~~continue ~~offers~~to fund its ~~customers~~operations ~~flexibility~~and inmeet ~~selecting~~its ~~computing~~outstanding ~~resources,~~debt ~~including~~obligations. ~~classical,~~In ~~high~~June ~~performance~~2025, the Company commenced debt restructuring and ~~quantum~~capital ~~computing~~raising ~~hardware,~~transactions and asthe ~~well~~reinstatement asof ~~deployment~~operations ~~environment~~by ~~options:~~(1) ~~cloud,~~entering ~~private~~into ~~cloud~~exchange agreements with unsecured creditors pursuant to which such creditors agreed to exchange outstanding obligations payable to them for Common Stock and certain rights related thereto, and ~~on-premise~~(2) the Company sold convertible notes and warrants for gross proceeds of $3 million. ~~Using~~The ~~techniques~~Company ~~based~~has onsince been continuing efforts to negotiate and restructure outstanding obligations and raise capital. In the ~~math~~furtherance of ~~quantum~~scaling ~~physics~~operations, wethe ~~can~~Company ~~apply~~has ~~our~~also ~~software~~entered ~~tools~~into toadvisory ~~specific~~agreements with ~~industrial~~third ~~applications~~parties and ~~tailor~~agreed ~~those~~to ~~applications~~compensate tosuch ~~our~~parties ~~customer’s~~in ~~relevant~~the ~~hardware.~~form ~~These~~of ~~offerings~~equity ~~consist~~and/or ~~of:~~cash compensation.

Zapata’s AIhardware-agnostic ~~Sense~~approach (and proprietary technology address the “~~Sense~~software bottleneck”): Athat ~~suite~~limits ofquantum ~~algorithms~~adoption. ~~and~~The ~~complex~~Company’s ~~mathematical~~products ~~models~~- toOrquestra, Bench-Q, ~~enhance~~Quantum ~~analytics~~Graph, and ~~other~~Quantum ~~data~~Pilot -~~driven~~ ~~applications~~provide the infrastructure and workflow tools that connect problem discovery, algorithm design, and hardware execution. These tools are supported by professional services, partnerships, and licensing programs that collectively form the Company’s business model.

55Throughout the following discussion, amounts are provided in thousands, except for share and per share amounts.

Orquestra: Our Industrial Generative AI application development platform on which it provides Sense and Prose to customers.

While our current customers operate in only a few specific industries, we envision opportunities to utilize our software tools in almost any industry.

Since our inception in November 2017, we have devoted substantially all of our efforts on organizing and staffing, business planning, raising capital, research and development activities, developing and marketing Orquestra, our development platform on which we provide Prose and Sense, and providing general and administrative support for these operations. We plan to continue to grow our business primarily through establishing sales channels and expanding our internally generated sales. Since our inception through June 30, 2024, we have financed our operations primarily through sales of our convertible preferred stock, par value $0.0001 per share (the “Convertible Preferred Stock”) and common stock (including sales under our equity line of credit) and with issuances of Senior Notes and Senior Secured Notes (each as defined below and, collectively, the “Convertible Notes”). As described below in “Recent Developments,” on March 28, 2024, we completed our planned Merger (as defined below) with Andretti Acquisition Corp. (“AAC”), pursuant to which Legacy Zapata became a wholly owned subsidiary of AAC. Since our inception in 2017 and prior to the completion of the Merger, we had received gross proceeds totaling $64.7 million from the issuance of Convertible Preferred Stock and $14.5 million from the issuances of Convertible Notes. In April 2024, we received cash proceeds of $2.5 million as a result of a partial Optional Early Termination (as defined below) under the Forward Purchase Agreement (as defined below).

We have incurred significant operating losses since inception, including net losses of $37.9 million and $9.8 million for the six months ended June 30, 2024 and 2023, respectively, and net losses of $29.7 million and $23.4 million for the years ended December 31, 2023 and 2022, respectively. We have generated revenue of $3.2 million and $2.9 million for the six months ended June 30, 2024 and 2023, respectively, and revenue of $5.7 million and $5.2 million for the years ended December 31, 2023 and 2022, respectively. As of June 30, 2024, we had an accumulated deficit of $127.4 million and we expect to continue to incur significant losses for at least the next several years if and as we:

continue our current research and development activities;

increase our sales and marketing teams and efforts;

increase the size of our services team to provide ongoing services in connection with our Industrial Generative AI solutions;

further develop our Industrial Generative AI application development platform, Sense and Prose;

develop and expand relationships with large service firms to leverage sales of our Industrial Generative AI solutions;

hire additional research and development personnel; and

add operational, financial and management information systems and personnel, including personnel to support our product development.

Further, following the closing of the Merger described below in “Recent Developments,” we have incurred, and expect to continue to incur, additional costs associated with operating as a public company, including increased accounting, audit, legal, regulatory, compliance and director and officer insurance costs as well as investor and public relations expenses.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate sufficient revenue from our subscription-based offerings that combine our Orquestra platform and, if applicable, our Prose and Sense solutions that can be delivered on top of Orquestra, and our consulting services, we expect to finance our operations through a combination of equity offerings (including pursuant to our equity line of credit), debt financings, collaborations and strategic alliances. Our inability to raise capital as and when needed could have a negative impact on our financial condition and ability to pursue our business strategies. There can be no assurances that the current operating plan will be achieved or that additional funding will be available on terms acceptable to us, or at all. If we are unable to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products or may be forced to reduce or terminate our operations.

Our continuation as a going concern is dependent upon the ability to identify future financing sources and generate profits from our operations. We are pursuing all available options for funding, which include seeking public or private investments in our capital

stock and availability under our equity line of credit. These factors raise substantial doubt about our 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 if we are unable to continue as a going concern.

See “Liquidity and Capital Resources” below for additional information.

Recent Developments

Merger with Andretti Acquisition Corp. (“AAC”)

On March 28, 2024, we completed our planned business combination with AAC, pursuant to which, among other things, Legacy Zapata became a wholly owned subsidiary of AAC (the “Merger”). Immediately prior to the Merger, AAC filed an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, 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. At the effective time of the Domestication, existing holders of ordinary shares of AAC received 7,596,206 shares of our common stock in exchange for their Class A and Class B ordinary shares held immediately prior to the Domestication.

Upon the closing of the Merger, holders of shares of Legacy Zapata common stock and Legacy Zapata Convertible Preferred Stock received an aggregate of 17,696,425 shares of our common stock, and holders of Legacy Zapata options received options to purchase an aggregate of 3,016,409 shares of our common stock, calculated in accordance with the Business Combination Agreement by and among AAC, Legacy Zapata and Tigre Merger Sub, Inc., entered into on September 6, 2023 (the “Business Combination Agreement”), by multiplying each share of Convertible Preferred Stock, Legacy Zapata common stock (including shares underlying options) by 0.9141. For accounting purposes, the Merger was accounted for as a reverse recapitalization whereby Legacy Zapata 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, our common stock was listed on the Nasdaq Global Market and our warrants (the “Warrants”) were listed on the Nasdaq Capital Market under the new trading symbols “ZPTA” and “ZPTAW,” respectively. Costs paid by us that were directly attributable to the Merger were $7.1 million and were treated as issuance costs and netted against additional paid-in-capital in our condensed consolidated balance sheets. Additionally, upon the consummation of the Merger, the holders of certain outstanding senior secured promissory notes issued by Legacy Zapata pursuant to a Senior Secured Note Purchase Agreement (the “Senior Secured Notes”) elected to convert the principal of their notes and accrued interest thereon into 3,257,876 shares of our common stock (856,202 shares to related parties) in accordance with their terms, at a conversion price of $4.50 per share. Aggregate principal and accrued interest of $2.1 million on the Senior Secured Notes remains outstanding as of June 30, 2024.

In connection with the closing of the Merger, the following events occurred as discussed in more detail below:

Unvested Shares

Concurrently with the execution of the Business Combination Agreement, AAC, Legacy Zapata, the Andretti Sponsor LLC (the “Sponsor”), Sol Verano Blocker 1 LLC (the “Sponsor Co-Investor”) and certain key stockholders of the Sponsor entered into a sponsor support agreement. The Sponsor, the Sponsor Co-Investor, key stockholders of the Sponsors and directors owned an aggregate of 5,750,000 Class B ordinary shares of AAC (the “Sponsor Shares”), of which up to 1,423,500 Sponsor Shares were subject to certain vesting and forfeiture provisions as described in the sponsor support agreement. At the closing of the Merger, 1,129,630 Sponsor Shares were determined to be unvested and are subject to forfeiture (the “Unvested Shares”) (see Note 12 in our unaudited condensed consolidated financial statements included elsewhere in this prospectus).

Forward Purchase Agreement

On March 25, 2024, we 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 which Sandia purchased, prior to the closing of the Merger, 1,000,000 shares of AAC’s Class A Ordinary Shares from third parties through a broker in the open market (the “Recycled Shares”) and, concurrently with the closing of the Merger, 500,000 shares of our common stock at a purchase price of $10.99 per share (the “Additional Shares”).

In April 2024, certain funds exercised their optional early termination rights under the Forward Purchase Agreement, pursuant to which 250,000 shares were terminated and the Company received payments totaling $2.5 million under the early termination obligation prescribed in the Forward Purchase Agreement. See Liquidity, Going Concern and Capital Resources below for further details.

Advisory Agreements

On July 4, 2023, we entered into an engagement letter with a third party, pursuant to which the third party acted as a capital markets advisor to AAC in connection with the Merger. AAC agreed to pay the third party a fee of (i) $0.5 million in cash payable upon the closing of the Merger, plus (ii) $1.0 million in shares of our common stock, payable 180 days after the closing of the Merger plus (iii) $1.0 million payable in either cash or shares of our 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 to settle the fee arrangement, such that there is no remaining payment obligation following the Merger.

On September 13, 2023, we entered into an agreement with an additional third party for advisory services to be provided in connection with the Merger. In March 2024, the payment terms of the agreement were amended to provide for a fee of $1.3 million to be paid by the issuance of a Senior Secured Note with a principal amount of $1.0 million and the remaining $0.3 million in six monthly installments in cash of $42 thousand per month commencing on May 15, 2024. During the six months ended June 30, 2024, we paid $0.1 million to the third party.

The Senior Secured Note issued to this third party was a modified award issued subsequent to the initial date of grant. The incremental fair value of the Senior Secured Note immediately preceding the award modification was recorded as a loss on issuance of senior secured notes within total other expense, net in the consolidated statements of operations and comprehensive loss. The Senior Secured Note issued to the third party has the same terms as the Senior Secured Notes issued to other noteholders. The third party did not convert the Senior Secured Note into shares of our common stock upon the Closing of the Merger, and the Senior Secured Note remained outstanding at June 30, 2024.

On February 9, 2024, we entered into a capital markets advisory agreement with a third party pursuant to which we agreed to pay the third party i) $0.3 million for capital markets advisory services provided related to the Merger, and ii) $0.2 million for services provided related to the benefit of the holders of AAC and Legacy Zapata securities. On March 27, 2024, we agreed to issue to the third party a Senior Secured Note in the principal aggregate amount of $0.2 million immediately prior to the closing of the Merger in exchange for additional capital markets advisory services provided in connection with the Merger. This Senior Secured Note was then converted into 33,333 shares of our common stock at the closing of the Merger. We recorded a reduction of $0.5 million in additional paid-in capital on the consolidated balance sheet as a transaction cost in connection with the capital markets advisory services provided. During the six months ended June 30, 2024, in connection with the 33,333 shares issued for the additional services, we recognized $0.2 million in general and administrative expense in the consolidated statements of operations and comprehensive loss.

On February 9, 2024, we entered into an engagement letter with an additional third party, as amended on February 27, 2024, pursuant to which the third party acted as a capital markets advisor to us in connection with the Merger. We agreed to pay the third party a non-refundable cash fee of $1.8 million, payable by us in monthly payments of $0.1 million commencing on the earlier of May 31, 2024 or the effectiveness of the Initial Registration Statement, until the full advisory fee of $1.8 million has been paid (the “Term”), with $0.3 million of such payment waivable if we voluntarily prepay $1.5 million to the third party prior to December 31, 2024. The Initial Registration Statement was declared effective on April 18, 2024. Notwithstanding the foregoing, we will pay the full $1.8 million upon consummation of a financing transaction with proceeds of $15.0 million or more (not including sales under the 2023 Purchase Agreement or similar financing) during the Term. Upon the closing of the Merger, we recognized $1.8 million as transaction costs, which we recorded as a reduction in additional paid-in capital. We also recorded an obligation of $1.6 million to the third party in accrued expenses and other current liabilities and $0.0 million in non-current liabilities within the consolidated balance sheet as of June 30, 2024. During the six months ended June 30, 2024, the Company paid $0.2 million to the third party.

In March 2024, Legacy Zapata entered into a placement agent agreement to retain an additional third party for the purpose of raising up to $10.0 million, for a term of 60 days from the execution of the placement agent agreement. Legacy Zapata agreed to pay a cash fee equal to 7.0% of the gross amount of cash proceeds (the “Financing Proceeds”) received by Legacy Zapata from investors introduced by the third party directly to Legacy Zapata. The cash fee is payable within 7 business days following Legacy Zapata’s receipt of proceeds from any investors introduced by the third party. In addition, Legacy Zapata agreed to issue a number of shares of common stock equal to 3.0% of the Financing Proceeds divided by $4.50 upon the closing of the Merger. In connection with the placement agent agreement, we made a cash payment of $0.1 million and issued 11,666 shares of common stock upon the closing of the Merger.

Marketing Services Agreement

On February 9, 2024, prior to the Merger, AAC entered into a marketing services agreement with a third party to promote investor engagement, pursuant to which we agreed to pay the third party in shares of our common stock with a value of $0.3 million upon the closing of the Merger. In connection with our closing of the Merger, we issued 30,706 shares of our common stock to the third party.

Enterprise Solution and Sponsorship Agreements with Andretti Global

One of AAC’s affiliates, Andretti Autosport Holding Company, LLC (f/k/a Andretti Autosport Holding Company, Inc.) (“Andretti Global”) has preexisting contractual relationships with the Company. In February 2022, we entered into i) an enterprise solution subscription agreement and ii) a sponsorship agreement with Andretti Global, both of which expire on December 31, 2024. During the three and six months ended June 30, 2024 and 2023, we recorded $0.4 million, $0.4 million, $0.9 million and $0.9 million in revenue, respectively, related to the enterprise solution subscription agreement. For the years ended December 31, 2023 and 2022, we recorded $1.7 million and $1.5 million, respectively, in revenue related to the enterprise solution subscription agreement. We also entered into a managed service agreement with Andretti Global in October 2022, which expired on January 3, 2024. For the three and six months ended June 30, 2024 and 2023, we recorded $0, $0.1 million, $0 and $0.1 million, respectively, in revenue related to the managed service agreement. For the years ended December 31, 2023 and 2022, we recorded $0.2 million and $0, respectively, in revenue related to the managed service agreement. For the three and six months ended June 30, 2024 and 2023, we recorded $0.7 million, $0.7 million, $1.4 million and $1.4 million in sales and marketing expense related to the sponsorship agreement. For the years ended December 31, 2023 and 2022, we recorded $2.8 million and $2.4 million, respectively, in sales and marketing expense related to the sponsorship agreement. We recognize expense for the agreement over the period of service and will recognize $1.4 million in the remaining six months during the year ending December 31, 2024. The remaining committed future payments under the sponsorship agreement at June 30, 2024 include $3.8 million in accounts payable at June 30, 2024 and payments of $0.8 million due in July 2024. We 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 was not considered a related party prior to the consummation of the Merger with AAC.

On March 28, 2024, we entered into a sponsorship agreement with Andretti Autosport 1, LLC, an affiliate of Andretti Global. The agreement expires on December 31, 2024. Our committed future payments under the sponsorship agreement total $1.0 million, and are due from July to November 2024.

On March 28, 2024, we 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 us a total of $1.0 million from August to December 2024, subject to our payment of the sponsorship fee to Andretti Autosport 1, LLC.

Purchase Agreements with Lincoln Park

On December 19, 2023, we entered into the 2023 Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park agreed to purchase from us, at our option, an aggregate of up to $75.0 million of our common stock from time to time over a 36-month period following April 19, 2024, subject to certain limitations contained in the 2023 Purchase Agreement including, but not limited to, the filing and effectiveness of a registration statement (the “Initial Registration Statement”). In accordance with the 2023 Purchase Agreement, we were required to pay Lincoln Park a commitment fee of $1.7 million (the “Commitment Fee”) as follows: (i) on the business day prior to the filing of the Initial Registration Statement, $0.6 million in shares of our common stock and (ii) we could elect to pay the remaining $1.1 million amount of the Commitment Fee in either cash or shares of our common stock, with any shares issuable on the business day prior to the filing of the Initial Registration Statement and any cash due within 90 days of the closing of the Merger. Shares issued as payment for the Commitment Fee are referred to herein as the “Commitment Shares.”

On April 12, 2024, we filed the Initial Registration Statement, which covers the shares of our common stock that are issuable to Lincoln Park under the 2023 Purchase Agreement (including the Commitment Shares). The Initial Registration Statement registered for resale up to 13,000,000 shares of common stock (inclusive of the Commitment Shares) that have been or may be issued to Lincoln Park pursuant to the 2023 Purchase Agreement. On April 11, 2024, we issued 712,025 shares of common stock to Lincoln Park as Commitment Shares at a price of $2.37 per share. From April 23 through August 23, 2024, we received $7.6 million in proceeds through the issuance of 10,058,951 common shares to Lincoln Park under the 2023 Purchase Agreement (exclusive of the Commitment Shares).

On August 13, 2024, we entered into a purchase agreement (the “2024 Purchase Agreement”) with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, at our option, up to $10.0 million of our common stock from time to time over a

24‑month period upon the satisfaction of certain conditions set forth in the 2024 Purchase Agreement including, but not limited to, the filing and effectiveness of a registration statement covering the common stock issuable to Lincoln Park under the 2024 Purchase Agreement (the “2024 Registration Statement”). In addition, pursuant to the 2024 Purchase Agreement, we have issued 500,000 shares of our common stock to Lincoln Park as a commitment fee.

Components of Our Results of Operations

Revenue

Our revenue ishistorically was generated primarily from sales of subscriptions to our ~~Orquestra~~software platform and related services. ~~Our~~Subscriptions ~~subscriptions~~ to ~~the~~our ~~Orquestra~~software ~~Platform~~platform are ~~currently~~ offered as stand-ready access to our cloud environment on an annual or multi-year basis. We may also offer consulting services in the form of stand-ready scientific and software engineering services, which are typically only offered in conjunction with ~~the~~our ~~Orquestra~~software platform. We evaluate our contracts at inception to determine if the terms represent a single, combined performance obligation or multiple performance obligations. ~~Under~~We ~~our~~generated no ~~consulting~~revenue ~~contracts,~~in ~~our~~each ~~promises may be to deliver an integrated generative AI computing solution to our customer or to provide research and development services regarding the potential benefits~~ of ~~generative AI to use cases specified by our customer. Our subscription-based solutions consist of our promise to provide access to~~ the ~~hosted~~three ~~Orquestra~~months ~~platform~~ended ~~throughout~~March ~~the~~31, ~~contract~~2026 ~~term along with stand-ready scientific~~ and ~~software~~March ~~engineering~~31, ~~services~~2025.

Revenue from subscriptions to our Orquestra Platform to date have only been sold as access to the platform in our hosted environment and are therefore recognized over the contract term on a ratable basis, as the promise represents a stand-ready performance obligation. 46

Revenue from consulting services is generally recognized over the contract term as performance is completed on the performance obligations identified. Revenue from stand-ready scientific and engineering services are recognized over the contract term on a ratable basis, as the obligation represents a stand-ready obligation.

From time to time, we may enter into arrangements to build license applications that can be used in conjunction with our Orquestra Platform. To date, the license application built has been delivered as a perpetual license with associated post-contract support. We recognize the license at the time of deployment, and the related post-contract support over the contracted service period on a ratable basis, as it is provided as a stand-ready service.

Our revenue recognition policies are discussed below under the heading “Critical Accounting Policies and Significant Judgments and Estimates” and Note 2, “Summary of Significant Accounting Policies” to our condensed consolidated financial statements, included elsewhere in this prospectus.

Cost of Revenue

Cost of revenue includes expenses related to supporting product offerings. Our primary cost of revenue is personnel costs, including salaries and other personnel-related expense. Cost of revenue also includes costs relating to our information technology and systems, including depreciation, network costs, data center maintenance, database management and data processing costs. We allocate these overhead expenses based on headcount, and thus are reflected in cost of revenue and each operating expense category.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related costs, including salaries and wages, benefits, commissions, bonuses and stock-based compensation expense for our 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. Sales and marketing expenses are primarily driven by investments in the growth of our business. We expect sales and marketing expenses, expressed as a percentage of revenue, to vary from period to period for the foreseeable future.

Advertising expenses, which are included in sales and marketing expense, primarily include promotional expenditures, and are expensed as incurred. The amounts incurred for advertising expenses for the three and six months ended June 30, 2024 and 2023 were $0.7 million, $0.7 million, $1.4 million and $1.4 million, respectively. The amounts incurred for advertising expenses for the years ended December 31, 2023 and 2022 were $2.8 million and $2.4 million, respectively.

Research and Development

Research and development expenses consist primarily of personnel-related costs, including salaries and wages, benefits, bonuses, and stock-based compensation expense for our scientists, engineers and other employees engaged in the research and development of our products. In addition, research and development expenses include third party software subscription costs, facilities and other supporting overhead costs, including depreciation and amortization. Research and development costs are expensed as incurred.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries and wages, bonuses, benefits, and stock-based compensation expense for our finance, legal, information technology, human resources, and other administrative personnel. General and administrative expenses also include facilities and supporting overhead costs, including depreciation and amortization, and external professional services.

Other Expense, Net

Other expense, net consists primarily of fair value adjustments related to our Senior Secured Notes and derivative contract in connection with our Forward Purchase Agreement, ~~loss associated with amendments to capital markets advisory agreements,~~ interest income, interest expense and foreign exchange gains and losses from our international operations.

~~Income Taxes~~ 47

For the three and six months ended June 30, 2024 and 2023, we recorded an income tax provision of $7 thousand, $23 thousand, $13 thousand and $27 thousand, respectively. For the years ended December 31, 2023 and 2022, we recorded an income tax provision of $20 thousand and $53 thousand, respectively. These are related to income taxes from our foreign operations with pre-tax income generated from intercompany activities. We recorded a full valuation allowance of our net deferred tax asset position as of June 30, 2024 as we believe it was more likely than not that we would not be able to utilize our deferred tax assets.

Results of Operations

~~Comparison~~Results of Operations for the ~~Six~~Three Months Ended ~~June~~March 3031, ~~2024~~2026 ~~and~~compared ~~2023~~to Three Months Ended March 31, 2025

The following table summarizes our results of operations for the ~~six~~ three months ended ~~June~~March 3031, ~~2024~~2026 and ~~2023~~2025:

	Six Months EndedJune 30,
	Three Months Ended March 31,
	2024			2023			Change			%
	2026			2025			Change			%
	(in thousands)
Revenue ($1,601 and $989 from related parties, respectively)	$	3,219		$	2,944		$	275			9	%
Revenue	$	–		$	–		$	–			–
Cost of revenue		~~2,328~~–			~~2,456~~–			~~(128~~–	)		(5–	)
Gross profit		~~891~~–			~~488~~–			~~403~~–			83–
Operating expenses:
Sales and marketing ($1,391 and $1,391 from related parties, respectively)		3,841			3,349			492			15
Sales and marketing		173			–			173			100
Research and development		~~3,007~~235			~~3,599~~–			~~(592~~235	)		~~(16~~100	)
General and administrative		~~6,489~~789			~~2,768~~680			~~3,721~~109			~~134~~16
Total operating expenses		131,~~337~~197			~~9,716~~680			~~3,621~~517			37216
Loss from operations		(121,~~446~~197	)		(~~9,228~~680	)		(~~3,218~~517	)		35(216	)
Other income (expense):
Interest expense		(~~862~~132	)		—(102	)		(~~862~~30	)		—30
Loss on issuance of forward purchase agreement derivative liability		(4,935	)		—			(4,935	)		—
Other (expense) income, net		19			12			7			60
Change in fair value of forward purchase agreement derivative liability		(8,228	)		—			(8,228	)		—
Total other expense, net		(113	)		(90	)		(23	)		26
Loss on issuance of senior secured notes		(9,776	)		—			(9,776	)		—
Net loss	$	(1,310	)	$	(770	)	$	(540	)		70%
Other expense, net		(1,636	)		(529	)		(1,107	)		209
Total other expense, net		(25,437	)		(529	)		(24,908	)	NM**
Net loss before income taxes		(37,883	)		(9,757	)		(28,126	)		288
Provision for income taxes		(13	)		(27	)		14			(52	)
Net loss	$	(37,896	)	$	(9,784	)	$	(28,112	)		287	%

** Not meaningful

Revenue

	Six Months EndedJune 30,
	2024		2023		Change		%
	(in thousands)
Revenue ($1,601 and $989 from related parties, respectively)	$	3,219	$	2,944	$	275		9	%

Revenue was $3.2 million for the six months ended June 30, 2024, as compared to $2.9 million for the six months ended June 30, 2023. The increase of $0.3 million was primarily driven by increased software license deliveries during the six months ended June 30, 2024.

Cost of Revenue

	Six Months EndedJune 30,
	2024		2023		Change			%
	(in thousands)
Cost of revenue	$	2,328	$	2,456	$	(128	)		(5	)%

Cost of revenue was $2.3 million for the six months ended June 30, 2024, as compared to $2.5 million for the six months ended June 30, 2023. The decrease of $0.1 million was primarily driven by ordinary business fluctuations including the cost of fulfilling revenue contracts.

Operating Expenses

Sales and Marketing Expenses

	Six Months EndedJune 30,
	2024		2023		Change		%
	(in thousands)
Sales and marketing ($1,391 and $1,391 from related parties, respectively)	$	3,841	$	3,349	$	492		15	%

Sales and marketing expense was $173 thousand for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The increase reflects an increase in employee compensation costs, marketing expenses, and stock-based compensation expense.

Sales and marketing expense was $3.8 million for the six months ended June 30, 2024, as compared to $3.3 million for the six months ended June 30, 2023. The increase of $0.5 million was primarily driven by increased headcount of three employees between June 30, 2023 to June 30, 2024 and increased outbound marketing during the six months ended June 30, 2024.

Research and Development Expenses

	Six Months EndedJune 30,
	2024		2023		Change			%
	(in thousands)
Research and development	$	3,007	$	3,599	$	(592	)		(16	)%

Research and development expense was $235 thousand for the three months ended March 31, 2026, as compared to $0 for the three months ended March 31, 2025. The increase reflects an increase in employee compensation costs, advisor fees, and stock-based compensation expense.

Research and development expense was $3.0 million for the six months ended June 30, 2024, as compared to $3.6 million for the six months ended June 30, 2023. The decrease of $0.6 million was primarily driven by a decrease of $0.4 million in personnel costs related to research and development headcount reductions, and a $0.3 million decrease in consulting costs due to a reduction in the number of contractors under hire between December 31, 2023 and June 30, 2024, partially offset by a $0.1 million increase in hosting charges incurred as a result of a collaborative research agreement entered into during the six months ended June 30, 2024.

General and Administrative Expenses

	Six Months EndedJune 30,
	2024		2023		Change		%
	(in thousands)
General and administrative	$	6,489	$	2,768	$	3,721		134	%

General and administrative expenses were $789 thousand for the three months ended March 31, 2026, compared to $680 thousand for the three months ended March 31, 2025. The increase of $109 thousand reflects an increase in stock-based compensation expenses. Current-quarter expenses mainly consisted of insurance, software costs, salaries and benefits, and legal and professional fees, including $126 thousand of legal expenses related to our intellectual property.

General and administrative expenses were $6.5 million for the six months ended June 30, 2024, compared to $2.8 million for the six months ended June 30, 2023. The increase of $3.7 million was primarily driven by $2.8 million of professional services costs incurred during the six months ended June 30, 2024 related to the preparation, review and filing of our quarterly report for the three months ended March 31, 2024 on Form 10-Q and our filing of a registration statement on Form S-1 in connection with our 2023 Purchase Agreement with Lincoln Park. Additionally, costs of $0.2 million were incurred during the six months ended June 30, 2024 related to directors and officers insurance and costs of $0.7 million were incurred related to the search and replacement of our general counsel and Chief Financial Officer, and the hiring of our Chief Product Officer.48

Other Expense, Net

	Six Months EndedJune 30,
	2024			2023			Change			%
	(in thousands)
Total other expense, net	$	(25,437	)	$	(529	)	$	(24,908	)	NM**

Other expense, net was $113 thousand for the three months ended March 31, 2026, compared to $90 thousand for the three months ended March 31, 2025.

** Not meaningful

We recorded other expense, net of $25.4 million for the six months ended June 30, 2024, compared to $0.5 million for the six months ended June 30, 2023. The increase in other expense, net of $24.9 million resulted primarily from the loss on issuance of Senior Secured Notes of $9.8 million, the loss on the Forward Purchase Agreement of $4.9 million, an increase of $1.8 million in transaction costs incurred related to the 2023 Purchase Agreement, and increase in interest expense of $0.8 million in connection with our Senior Secured Notes, an increase of $0.1 million resulting from the reimbursement of expenses incurred by Sandia and an increase of $8.2 million from the change in fair value of the forward purchase agreement derivative liability. These increases were partially offset from the conversion of Senior Notes to Senior Secured Notes on December 22, 2023, which resulted in no income or loss related to the remeasurement of the notes to fair value during the six months ended June 30, 2024 compared to a $0.6 million loss on remeasurement of the notes to fair value during the six months ended June 30, 2023.

Provision for income taxes

~~The~~There was no provision for income taxes ~~was not material~~ during each of the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2026 and ~~2023~~March ~~and~~31, ~~was related to our foreign operations~~2025.

~~Comparison~~Results of Operations for the ~~Years~~fiscal ~~Ended~~year ended December 31, ~~2023~~2025, ~~and~~compared ~~2022~~to the fiscal year ended December 31, 2024

~~The~~Comparison ~~following table summarizes our results~~ of ~~operations for~~ the ~~years~~Years ~~ended~~Ended December 31, ~~2023~~2025 and ~~2022:~~2024

	Year EndedDecember 31,
	2023			2022			Change			%
	(in thousands)
Revenue	$	5,683		$	5,166		$	517			10	%
Cost of revenue		4,582			3,535			1,047			30
Gross profit		1,101			1,631			(530	)		(32	)
Operating expenses:
Sales and marketing		5,885			7,286			(1,401	)		(19	)
Research and development		5,915			8,206			(2,291	)		(28	)
General and administrative		7,409			9,527			(2,118	)		(22	)
Total operating expenses		19,209			25,019			(5,810	)		(23	)
Loss from operations		(18,108	)		(23,388	)		5,280			(23	)
Other income (expense):
Interest income		47			50			(3	)		(6	)
Extinguishment of senior notes		(6,864	)		—			(6,864	)	NM**
Change in fair value of senior secured notes		(4,779	)		—			(4,779	)	NM**
Other expense, net		(10	)		(57	)		47			(82	)
Total other expense, net		(11,606	)		(7	)		(11,599	)	NM**
Net loss before income taxes		(29,714	)		(23,395	)		(6,319	)		27
Provision for income taxes		(20	)		(53	)		33			(62	)
Net loss	$	(29,734	)	$	(23,448	)	$	(6,286	)		27	%

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024:

	Year Ended December 31,
	2025			2024			Change			%
	(in thousands)
Revenue ($0 and $1,300 from related parties, respectively)	$	–		$	3,876		$	(3,876	)		(100	)
Cost of revenue		–			3,241			(3,241	)		(100	)
Gross profit		–			635			(635	)		(100	)
Operating expenses:
Sales and marketing ($0 and $2,873 from related parties, respectively)		267			7,120			(6,853	)		(96	)
Research and development		252			4,420			(4,168	)		(94	)
General and administrative		2,907			12,141			(9,235	)		(76	)
Total operating expenses		3,426			23,681			(20,255	)		(267	)
Loss from operations		(3,426	)		(23,046	)		(20,255	)		167
Other income (expense):
Interest expense		(513	)		(962	)		449			(47	)
Loss on issuance of forward purchase agreement derivative liability		–			(4,935	)		(4,935	)		(100	)
Change in fair value of forward purchase agreement derivative liability		–			2,499			2,499			(100	)
Change in fair value and loss on issuance of notes		–			(9,776	)		(9,997	)		(100	)
Loss on extinguishment of senior secured notes		(134	)		–			(134	)		(100	)
Gain on extinguishment of forward purchase agreement settlement liability		2,357			–			2,357			100
Gain on extinguishment of liabilities		9,117			–			9,177			100
Gain on forbearance agreement		1,887			–			1,887			100
Other (expense) income, net		48			(1,903	)		(1,951	)		(103	)
Total other expense, net		12,762			(15,077	)		27,839			(185	)
Net income (loss) before income taxes		9,336			(38,123	)		47,41			(124	)
Provision for income taxes		–			(20	)		20			(100	)
Net income (loss)	$	9,336		$	(38,143	)	$	47,478			(124	)

** Not meaningful

Revenue

	Year EndedDecember 31,
	2024		2023		Change		%
	(in thousands)
Revenue	$	5,683	$	5,166	$	517		10	%

Revenue was $0 for the year ended December 31, 2025, as compared to $3.9 million for the year ended December 31, 2024 The decrease reflects the Operational Cessation.

Revenue was $5.7 million for the year ended December 31, 2023, as compared to $5.2 million for the year ended December 31, 2022. The increase of $0.5 million was primarily driven by an increase of $0.2 million from customer contracts entered into during 2022, resulting in a full year of revenue recognized during 2023 but less than a year of revenue recognized during 2022, and an increase of $0.8 million from new contracts where work commenced in 2023, partially offset by a decrease of $0.5 million resulting from the completion of certain professional services contracts that did not recur.

Cost of Revenue

	Year EndedDecember 31,
	2024		2023		Change		%
	(in thousands)
Cost of revenue	$	4,582	$	3,535	$	1,047		30	%

Cost of revenue was $0 for the year ended December 31, 2025, as compared to $3.2 million for the year ended December 31, 2024. The decrease reflects the Operational Cessation.

Cost of revenue was $4.5 million for the year ended December 31, 2023, as compared to $3.5 million for the year ended December 31, 2022. The increase of $1.0 million was primarily driven by a $0.5 million increase in costs related to performance of revenue contracts, a $0.4 million increase in personnel costs as a result of additional headcount to directly serve customers and severance payouts in 2023, and a $0.1 million increase in consulting costs due to the hiring of consultants in early 2023.

Operating Expenses

Sales and Marketing Expenses

	Year EndedDecember 31,
	2024		2023		Change			%
	(in thousands)
Sales and marketing	$	5,885	$	7,286	$	(1,401	)		(19	)%

Sales and marketing expense was $0.3 million for the year ended December 31, 2025, as compared to $7.1 million for the year ended December 31, 2024. The decrease reflects the Operational Cessation.

Sales and marketing expense was $5.9 million for the year ended December 31, 2023, as compared to $7.3 million for the year ended December 31, 2022. The decrease of $1.4 million was primarily driven by a $0.7 million decrease in personnel costs related to sales and marketing headcount reductions, offset by increased severance expenses in 2023, a $0.3 million decrease in consulting costs due to the termination of consulting contracts at the end of 2022 resulting in reduced consulting costs in 2023, a $0.2 million decrease in travel costs, a $0.1 million decrease in office and facilities costs and a $0.1 million decrease in other marketing costs.

Research and Development Expenses

	Year EndedDecember 31,
	2024		2023		Change			%
	(in thousands)
Research and development	$	5,915	$	8,206	$	(2,291	)		(28	)%

Research and development expense was $0.3 million for the year ended December 31, 2025, as compared to $4.4 million for the year ended December 31, 2024. The decrease reflects the Operational Cessation.

Research and development expense was $5.9 million for the year ended December 31, 2023, as compared to $8.2 million for the year ended December 31, 2022. The decrease of $2.3 million was primarily driven by a decrease of $1.4 million in personnel costs related to research and development headcount reductions, a $0.5 million decrease in consulting costs due to a reduction in the number of contractors under hire during 2023, a $0.3 million decrease in license maintenance fees resulting from the waiver of fees by a vendor in 2023 and the termination of a license agreement in 2023, a $0.2 million decrease in payroll taxes resulting from an U.S. Internal Revenue Service (the “IRS”) research and development refund filed in 2023, and a $0.1 million decrease in travel costs, offset by a $0.2 million increase in software and computing costs.

General and Administrative Expenses

	Year EndedDecember 31,
	2024		2023		Change			%
	(in thousands)
General and administrative	$	7,409	$	9,527	$	(2,118	)		(22	)%

General and administrative expenses were $2.9 million for the year ended December 31, 2025, compared to $12.1 million for the year ended December 31, 2024. The decrease of $9.2 million reflects the Operational Cessation. Expenses for the current period mainly consisted of insurance, software costs, salaries and benefits for remaining personnel, and legal and professional fees, including $0.1 million of legal expenses related to our intellectual property.

65Loss From Operations

~~General~~In ~~and administrative expenses were $7.4 million for~~ the year ended December 31, ~~2023~~2025, ~~compared~~we tosustained an ~~$9.5~~operating ~~million~~loss ~~for the year ended December 31, 2022. The decrease~~ of $23.14 million ~~was~~compared ~~primarily driven by a decrease of $0.8 million in personnel costs related~~ to ~~general and administrative headcount reductions, a~~ $023.70 million ~~decrease~~ in ~~recruiting costs due to~~ the ~~increased~~prior ~~hiring and hiring of upper level staff and board of directors members during 2022 compared to 2023, a $0~~year.2 ~~million~~The ~~decrease~~difference inwas ~~severance costs~~ due to nothe ~~general~~Operation ~~and administrative staff severance payouts occurring during 2023, a $0~~Cessation.~~2 million decrease in rent and overhead expenses, and a $0.2 million decrease in other general and administrative operating costs.~~

~~Other Expense, Net~~50

	Year EndedDecember 31,
	2024			2023			Change			%
	(in thousands)
Total other expense, net	$	(11,606	)	$	(7	)	$	(11,599	)	NM**

Other Income (Expense), Net

**Other ~~Not~~income, ~~meaningful~~net was $12.7 million for the year ended December 31, 2025, compared to other expense, net of $15.1 million for the year ended December 31, 2024. The $27.8 million favorable variance was primarily attributable to the nonrecurrence in the current period of the following prior period charges which were non-cash: (i) $9.8 million loss related to the issuance of Senior Secured Notes, (ii) a $4.9 million loss on issuance of Forward Purchase Agreement, and (iii) $1.8 million in transaction costs incurred related to the Lincoln Park Purchase Agreement, partially offset by a $2.4 million gain resulting from the change in fair value of the Forward Purchase Agreement. Additionally, interest expense decreased by $0.5 million, primarily due to the conversion of a majority of the Senior Notes to equity upon closing of the merger in the first quarter of 2024.

Other ~~expense~~income, net ~~was $11.6 million~~ for the year ended December 31, ~~2023,~~2025 ~~compared~~includes toa $72.4 ~~thousand~~million ~~for~~gain ~~the~~on ~~year~~extinguishment ~~ended~~of ~~December~~the ~~31,~~Forward ~~2022.~~Purchase ~~The~~Agreement ~~increase in other expense~~liability, ~~net~~a of $119.61 million ~~resulted~~gain ~~primarily from the loss~~ on extinguishment of ~~Senior~~liabilities, ~~Notes~~a of $61.9 million. ~~Legacy~~gain ~~Zapata~~on ~~also~~forbearance ~~incurred~~agreement, ~~expense~~partially ofoffset by $40.85 million ~~for the change in fair value~~ of ~~the~~interest ~~Senior Notes from the date of issuance to December 15~~expense, ~~2023~~ and ~~the~~a $0.1 million loss on ~~issuance~~extinguishment of Senior Secured ~~Notes, as of the date on which the notes were canceled and exchanged for Senior Secured Notes~~Note.

Provision for income taxes

~~The~~There was no provision for income taxes ~~was~~during the ~~not~~year ~~material~~ended inDecember ~~either~~31, of2025. The provision for income taxes during the ~~years~~year ended December 31, ~~2023~~2024 orwas ~~2022~~not material and was related to our foreign operations.

Liquidity, ~~Going Concern~~ and Capital Resources

Since our inception, we have financed our operations primarily with proceeds from sales of Convertible Preferred Stock and ~~common~~Common ~~stock~~Stock ~~(including sales under our equity line of credit)~~ and the issuance of Convertible Notes. AsFor ofthe ~~June~~three months 30ended March 31, ~~2024~~2026, we ~~had~~recorded ~~cash~~a ~~and~~net ~~cash~~loss ~~equivalents~~ of $71.23 million, ~~excluding~~used ~~our~~cash ~~restricted~~in ~~cash.~~operations ~~Since~~of ~~our~~$1 ~~inception~~million ~~through~~and ~~June~~had ~~30,~~a ~~2024,~~stockholders’ deficit weof ~~have~~$9.4 ~~sold~~million ~~14,222,580~~as ~~shares~~of that date. As of ~~our~~March ~~Convertible~~31, ~~Preferred~~2026, ~~Stock~~we ~~for~~had ~~aggregate~~a ~~net~~cash ~~proceeds~~balance of $64642.7 ~~million,~~Cash ~~received~~used ~~$14.5~~in ~~million~~operations ~~from~~was primarily from the ~~issuance~~Company’s ofoperating ~~Senior~~losses, ~~Notes~~working capital, and ~~Senior~~investment ~~Secured~~in ~~Notes~~strategic ~~and~~growth $7initiatives.0 ~~million~~We inhave ~~proceeds~~incurred ~~under~~significant ~~our~~losses and ~~equity~~negative ~~line~~cash offlows ~~credit.~~from ~~Our~~operations ~~principal~~since ~~use~~inception ofand ~~cash~~expects is to ~~fund~~continue ~~our~~to ~~operations~~incur losses and ~~platform~~negative ~~development~~cash toflows ~~support~~for the foreseeable future as we expand our ~~growth.~~penetration of the quantum computing application development market.

As of June 1, 2026, we had approximately $13.2 million in cash. We expect our existing cash will be sufficient to fund our current operating plan for at least twelve months from the date of the issuance of our most recent financial statements and our audit opinion contains a going concern qualification.

Series D and Warrants

In April 2026, the Company raised a total of $15,000 from the sale of Series D and Warrants. See “The Private Placements” at page 40.

Series A

In 2025, we raised $1,500 through the sale of Series A Convertible Preferred Stock. See “The Private Placements” at page 40.

Convertible Promissory Notes

In June 2025, we entered into a securities purchase agreement with accredited investors pursuant to which we sold and issued secured convertible Notes and Warrants (the “2025 Warrants”). See “The Private Placements” at page 40. The convertible Notes bear simple interest at a rate of 10.00% per annum and mature on June 12, 2026, unless earlier converted or repaid in accordance with its terms. Interest accrues daily based on a 360-day year and will not be paid in cash prior to maturity unless the Notes are repaid before conversion. The maturity date of these Notes was extended to June 12, 2027.

Senior Secured Notes

In December 2023, prior to the Merger, we entered into a Senior Secured Note Purchase Agreement, pursuant to which we agreed to issue and sell up to $14.4 million in aggregate principal amount of Senior Secured Notes and offered to exchange our outstanding Senior Notes for Senior Secured Notes. All previously issued Senior Notes were canceled in exchange for Senior Secured Notes with a principal amount equal to the principal amount of the Senior Notes of $5.6 million plus accrued and unpaid interest of $0.6 million, through the date immediately prior to the exchange. We received gross proceeds in cash of $8.9 million from the issuance of Senior Secured Notes, excluding funds received upon the issuance of Senior Notes. In addition, we issued $1.1 million in aggregate principal amount of Senior Secured Notes to third party advisors in lieu of cash payment for services related to the Merger. The Senior Secured Notes bear interest at the compound rate of 15% per annum and are convertible at the option of each noteholder in connection with the Merger at a conversion price of (i) $4.50 per share at the closing of the Merger or (ii) $8.50 per share at any time after the closing of the Merger. The outstanding principal amount of the Senior Secured Notes and all accrued but unpaid interest will be due and payable at the maturity date, December 15, 2026, unless otherwise converted. Upon the closing of the Merger, a portion of the aggregate outstanding Senior Secured Notes with an aggregate principal amount of $14.2,200 ~~million~~ and associated accrued interest of $0.5 million were converted into shares of our ~~common~~Common ~~stock and Senior Secured Notes with aggregate principal and accrued interest of $2~~Stock.~~1 million remain outstanding as of June 30, 2024.~~ While any Senior Secured Notes are outstanding, we cannot incur additional indebtedness for borrowed funds, except additional Senior Secured Notes, substantially similar notes or other debt instruments that are pari passu with or subordinate to the Senior Secured Notes.

66Forbearance Agreements

~~Notes~~During ~~Payable~~the –year ~~Related~~ended ~~Parties~~December 31, 2025, the Company entered into forbearance agreements (the “Forbearance Agreement”) with two third-party creditors related to outstanding invoices totaling approximately $3,774 (the “Overdue Amount”). Pursuant to the Forbearance Agreement, 50% of the Overdue Amount (approximately $1,887), remains due, and the remaining $1,887 becomes contingently payable based upon the completion of capital-raising transactions generating at least $45,000 and $55,000, respectively, in aggregate proceeds. If the specified financing thresholds are not achieved, the corresponding contingent payments will not become due, and the related obligations will be permanently extinguished.

ToPursuant ~~finance~~to ~~transaction costs in connection with~~ the ~~Merger~~Forbearance Agreement, the ~~sponsor~~creditors have ofeach ~~AAC~~agreed ~~and certain of AAC’s officers and directors made working capital loans (the “Notes Payable – Related Party”)~~ to ~~AAC~~temporarily ~~prior~~forbear tofrom ~~the~~enforcing ~~closing~~collection of the ~~Merger.~~$1,887, ~~The~~that ~~Notes~~is ~~Payable~~currently –recorded ~~Related~~in ~~Party~~accounts ~~would~~payable ~~either be repaid upon~~ during the ~~consummation~~forbearance ~~of the Merger~~period, ~~without interest~~and, orin ateither ~~AAC’s discretion~~case, upif tothe ~~$1.5~~specified ~~million~~financing ofthresholds ~~such~~are ~~Notes~~not ~~Payable~~achieved, –the ~~Related~~corresponding ~~Party~~contingent ~~could~~payments will benot ~~converted~~become ~~into~~due, ~~Private~~and ~~Placement Warrants at a price of $1.00 per warrant on~~ the ~~date~~related ofobligations ~~the~~will ~~Merger~~be ~~(see~~permanently ~~Note 11 to our condensed consolidated financial statements, included elsewhere in this prospectus)~~extinguished.

OnDuring ~~March 28, 2024,~~ the ~~terms~~year ofended ~~the~~December ~~Notes~~31, ~~Payable – Related Party were amended~~2025, ~~pursuant to which~~ the ~~outstanding~~Company accounted ~~principal~~for ~~balance plus~~ the ~~accrued interest of~~ $~~2.6 million~~1,887 ~~which~~Overdue ~~was~~Amount ~~also~~that ~~due~~is ~~per~~now ~~its~~contingently ~~terms~~payable atas ~~the~~an ~~closing~~extinguishment of ~~the~~debt ~~Merger was deferred and became~~ due into ~~monthly~~management’s ~~installments~~assessment that ~~(including~~it ~~interest~~is ~~accruing~~not ~~from~~probable ~~the~~that ~~closing of~~ the ~~Merger~~Company ~~through~~reach the ~~payment~~equity ~~date)~~raising ~~for~~threshold ~~twelve~~that ~~months~~would ~~thereafter~~require ~~beginning~~repayment ~~thirty days following the effectiveness~~ of ~~the~~these ~~Initial Registration Statement~~amounts. The Initial Registration Statement was declared effective on April 18, 2024. Upon the closing of the Merger, none of the note holders elected to exercise their option of converting their respective loans into warrants. The Notes Payable – Related Party bear interest at a rate of 4.5% per annum. As of June 30, 2024, the outstanding balance of the Notes Payable – Related Party was $2.3 million within our condensed consolidated balance sheet.

~~Lincoln~~Beginning ~~Park~~May ~~Purchase~~1, ~~Agreement~~2025, any unpaid portion of the Obligations will accrue a late charge at a rate equal to the lesser of 0.8% per month or the maximum rate permitted by law. The forbearance period will terminate—and the Remaining Overdue Amount, together with any accrued late charges, will become immediately due and payable—upon the occurrence of certain “Forbearance Termination Events,” including specified capital-raising or asset-sale transactions, defaults, or insolvency events.

On December 19, 2023, prior to the Merger, we entered into the 2023 Purchase Agreement with Lincoln Park pursuant to which Lincoln Park agreed to purchase from us, an aggregate of up to $75.0 million of common stock from time to time over a 36-month period following April 19, 2024. In addition, we paid Lincoln Park a Commitment Fee through the issuance of 712,025 shares of common stock. See Recent Developments above for additional detail on the 2023 Purchase Agreement. 52

In connection with the 2023 Purchase Agreement, we also entered into the 2023 Registration Rights Agreement with Lincoln Park, pursuant to which we are obligated to file the Lincoln Park Registration Statement that covers the shares of common stock that are issuable to Lincoln Park under the 2023 Purchase Agreement (including the Commitment Shares) with the SEC within 45 days following the closing of the Merger. We filed the Initial Registration Statement on April 12, 2024. See Recent Developments above for additional detail on the Initial Registration Statement.

On August 13, 2024, we entered into the 2024 Purchase Agreement with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, an aggregate of up to $10.0 million of shares of common stock from time to time over a 24-month period upon the satisfaction of certain conditions contained in the 2024 Purchase Agreement including, but not limited to, the filing and effectiveness of a registration statement covering shares of common stock that are issuable to Lincoln Park under the 2024 Purchase Agreement. In accordance with the 2024 Purchase Agreement, we issued 500,000 shares of common stock to Lincoln Park as a commitment fee.

In connection with the 2024 Purchase Agreement, we also entered into the 2024 Registration Rights Agreement with Lincoln Park, pursuant to which we will file a registration statement covering the shares of common stock that are issuable to Lincoln Park under the 2024 Purchase Agreement with the SEC within 15 business days following the date that the 2024 Registration Rights Agreement was executed.

Forward Purchase Agreement

On March 25, 2024, we entered into the Forward Purchase Agreement with Sandia, pursuant to which Sandia purchased, from the open market, 1,000,000 Recycled Shares and 500,000 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”). 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.

Pursuant to the Forward Purchase Agreement, at the closing of the Merger, we prepaid to Sandia (the “Prepayment”), with respect to the Recycled Shares, with proceeds from the trust account, a cash amount equal to the (x) product of the number of Recycled Shares and (y) $10.99 per share, totaling $11.0 million which was paid at the closing of the Merger. With respect to the Additional Shares, a per share amount equal to $10.99 per share was netted against the proceeds from the Additional Shares received from Sandia, resulting in no cash received or paid for the share issuance.

As of June 30, 2024, the reset price (the “Reset Price”) was $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 volume weighted average price of shares of our common stock immediately preceding such Reset Date. Except as

described below, the Reset Price will be reduced immediately to any lower price at which we close any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition of) any shares of our common stock or securities or any of our subsidiaries convertible, exercisable or exchangeable into, or otherwise entitles the holder thereof to receive, shares of our common stock or other securities (a “Dilutive Offering and, such reset, a Dilutive Offering Reset”).

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 we 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.

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, March 28, 2026, subject to acceleration under certain circumstances, including the occurrence of a VWAP Trigger Event, defined as an event that occurs if the volume weighted average price per share on any scheduled trading day, for any 20 trading days during a 30 consecutive trading day-period, is below $1.00 per share. 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, as described in the Forward Purchase Agreement (the “Valuation Period”), Sandia will pay to us a cash amount equal to (A) the number of shares subject to the Forward Purchase Agreement as of the Valuation Date less the number of unregistered shares, multiplied by (B) the volume-weighted average price over the Valuation Period (the “Settlement Amount”); provided, that if the amount of the Settlement Amount Adjustment (as defined below) payable by us 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. We 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 our common stock, in an amount equal to the product of the number of shares, including the Recycled Shares and the Additional 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 (as defined in the Forward Purchase Agreement) occurs during the Valuation Period, such amount must be paid in cash.

In addition, during the term of the Forward Purchase Agreement, Sandia may elect to terminate the transaction in whole or in part by providing a written notice to us, which will specify the quantity by which the number of shares will be reduced (such election, an “Optional Early Termination” and, the shares subject to the Optional Early Termination, the “Terminated Shares”). We shall be entitled to an amount from Sandia, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price, on the date of notice.

We determined that the Optional Early Termination provision and the Variable Maturity Consideration, which is the amount of the Settlement Amount Adjustment in excess of the Settlement Amount as defined above, within the Forward Purchase Agreement are considered as a freestanding financial instrument as the Optional Early Termination and the Variable Maturity Consideration cannot be legally detachable and separately exercisable from each other and meet the definition of a derivative. We recorded the derivative instrument as a liability on our condensed consolidated balance sheets, included elsewhere in this prospectus, and measured it at fair value of $13.2 million as of June 30, 2024, with the initial value of the derivative recorded as a loss on issuance of forward purchase agreement derivative liability of $4.9 million in the condensed consolidated statements of operations and comprehensive loss, included elsewhere in this prospectus. The change in fair value of the forward purchase agreement derivative liability of $8.2 million was recorded during the three and six months ended June 30, 2024 in the condensed consolidated statements of operations and comprehensive loss, included elsewhere in this prospectus.

The Prepayment Amount is accounted for as a subscription receivable and recorded as a reduction to equity to reflect the substance of the overall arrangement as a net repurchase of the Recycled Shares and the Additional Shares. We recognized a subscription receivable of $11.0 million associated with the Recycled Shares as a reduction to additional paid-in capital in our condensed consolidated balance sheet, included elsewhere in this prospectus, and a subscription receivable associated with the Additional Shares was fully offset with the proceeds that Sandia paid for the purchase of these shares, resulting in no cash received or paid for such share issuance.

In addition, we reimbursed Sandia $0.1 million at the closing of the Merger for reasonable out-of-pocket expenses for costs incurred in connection with the transaction, and $0.1 million in expenses incurred in connection with the acquisition of the Recycled Shares. We will also pay to the third party a quarterly fee of $5 thousand in consideration of certain legal and administrative obligations in connection with this transaction.

In April 2024, Sandia elected to terminate the transaction in part by exercising the Optional Early Termination provision under the Forward Purchase Agreement, pursuant to which 250,000 shares were terminated. We received payments totaling $2.5 million under the Optional Early Termination provision prescribed in the Forward Purchase Agreement.

Cash Flows

~~The~~Cash ~~following~~Flows ~~table summarizes our sources and uses of cash~~ for the ~~each~~Quarters ofEnded ~~the~~March ~~periods~~31, ~~presented:~~2026 and 2025

	Six Months EndedJune 30,						Year EndedDecember 31,
	2024			2023			2023			2022
	(in thousands)
Net cash used in operating activities	$	(8,254	)	$	(8,937	)	$	(14,763	)	$	(20,987	)
Net cash used in investing activities		(26	)		(2	)		—			(253	)
Net cash provided by financing activities		12,152			4,884			8,043			280
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(40	)		(22	)		(21	)		1
Net increase (decrease) in cash, cash equivalents and restricted cash	$	3,832		$	(4,077	)	$	(6,741	)	$	(20,959	)

The following table summarizes our sources and uses of cash for each of the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026			2025
	(in thousands)
Net cash used in operating activities	$	(999	)	$	(59	)
Effect of exchange rate changes on cash		(18	)		(12	)
Net decrease in cash	$	(1,017	)	$	(71	)

Operating Activities

Net cash used in operating activities was $81.3 0 million for the ~~six~~three months ended ~~June~~March 3031, ~~2024~~2026. ~~The~~Operating ~~factors affecting our operating~~ cash flows ~~during~~reflected ~~this~~a ~~period were our~~ net loss of $371.93 million, partially offset by a$370 thousand ~~net change~~ in ~~our operating assets and liabilities of $3.4 million and~~ non-cash charges ~~of $26~~.2 ~~million. The non~~Non-cash charges ~~primarily~~included ~~consisted of~~ $~~9.8~~132 ~~million~~thousand in ~~the loss on issuance of Senior Secured Notes, $0.4 million in stock-based compensation expense, $0.8 million in~~ non-cash interest expense, ~~$0.2~~and ~~million in non-cash vendor payments,~~ $~~0.2~~238 ~~million~~thousand in ~~non~~stock-~~cash~~based ~~lease expense, $1~~compensation.7 Changes ~~million~~ in ~~equity~~working ~~line~~capital of credit commitment expense, $8.2 million in change in fair value of forward purchase contract, $0.1 million in depreciation and amortization expense and $4.9 million in the loss on the forward purchase contract. The change in operating assets and liabilities was driven by a $~~5.5~~51 ~~million~~thousand ~~increase~~decrease in ~~accounts payable, partially offset by a $0.6 million increase in accounts receivable, a $0.9 million increase in~~ prepaid expenses and other current ~~assets, a $0.0 million decrease in accrued expenses~~ and ~~other current liabilities and other~~ non-current ~~liabilities~~assets, a $~~0.4~~106 thousand ~~million decrease in deferred legal fees and a $0.2 million decrease in operating lease liabilities. The~~ increase in accounts ~~receivable is due to the timing of billings and collections from customer contracts. The increase in accounts~~ payable, ~~was primarily related to the increase in transaction costs~~ and ~~the~~a ~~timing~~decrease of ~~invoicing~~$217 ~~and~~thousand ~~payments of sponsorship fees and professional services fees. The increase~~ in ~~prepaid expenses and other current assets was primarily due to the timing of vendor invoicing and payments for sponsorship fees. The decrease in~~ accrued expenses and other current liabilities and other non-current liabilities ~~was primarily due to the payment of legal and audit fees~~. ~~The decrease in deferred legal fees resulted from payments of fees. The decrease in operating lease liabilities resulted primarily from lease payments.~~

Net cash used in operating activities was $~~8.9~~59 thousand ~~million~~ for the ~~six~~three months ended ~~June~~March 3031, ~~2023~~2025. ~~The~~Operating ~~factors affecting our operating~~ cash flows ~~during~~reflected ~~this~~a ~~period were our~~ net loss of $90.8 million ~~and a net change in our operating assets and liabilities of $0.2 million~~, partially offset by ~~non-cash charges of~~ $~~1.0~~569 thousand ~~million.~~in ~~The~~ non-cash charges ~~primarily consisted of $0.1 million in depreciation~~ and ~~amortization~~a ~~expense,~~ $~~0.6~~142 ~~million~~thousand innet ~~the~~ change in ~~fair~~working ~~value~~capital. ofNon-cash ~~Senior~~charges ~~Notes,~~included $~~0.2~~525 ~~million~~thousand in non-cash ~~lease~~ interest expense, and $~~0.2~~44 ~~million~~thousand in stock-based compensation ~~expense~~. ~~The~~Changes ~~change~~ in ~~operating~~working ~~assets~~capital ~~and liabilities~~ was ~~primarily~~ driven by a $~~0.3~~48 ~~million~~thousand ~~decrease in accounts receivable, a $1.7 million~~ increase in accounts payable~~, partially offset by a $0.5 million increase in prepaid expenses~~ and ~~other current assets,~~ a $~~1.3~~94 ~~million~~thousand decrease in ~~accrued~~prepaid expenses and other current ~~liabilities, a $0.3 million decrease in deferred revenue~~ and a $0.2 million decrease in operating lease liabilities. The decrease in accounts receivable is due to the timing of billings and collections from customer contracts. The increase in accounts payable was primarily related to the timing of invoicing and payments of sponsor fees and professional services fees. The increase in prepaid expenses and other non-current assets was primarily due to prepayments of sponsorship fees, offset by the amortization of capitalized commissions and reversal of capitalized commissions that will no longer be paid due to the termination of the employee as commission earned are typically paid 30 days after we receive the payment. The decrease in accrued expenses and other current liabilities is primarily due to payment of legal, consulting, and professional fees. The decrease in deferred revenue is due to the timing of billings related to customer contracts and the recognition of revenue from customer contracts. The decrease in operating lease liabilities resulted primarily from lease payments.

Net cash used in operating activities was $14.8 million for the year ended December 31, 2023. The factors affecting our operating cash flows during this period were our net loss of $29.7 million, partially offset by a net change in our operating assets and liabilities of $2.0 million and non-cash charges of $12.9 million. The non-cash charges primarily consisted of $0.2 million in depreciation and amortization expense, $4.8 million in the change in fair value of Convertible Notes, $6.9 million in losses on extinguishment of Senior Notes, $0.3 million in non-cash lease expense, and $0.8 million in stock-based compensation expense. The

change in operating assets and liabilities was driven by a $3.5 million increase in accounts payable, a $0.5 million increase in accounts receivable, a $0.2 million decrease in prepaid expenses and other current assets, a $1.0 million decrease in accrued expenses and other current liabilities, a $0.2 million increase in deferred revenue and a $0.4 million decrease in operating lease liabilities. The increase in accounts receivable is due to the timing of billings and collections from customer contracts. The increase in accounts payable was primarily related to the timing of invoicing and payments of sponsorship fees and professional services fees. The decrease in prepaid expenses and other current assets was primarily due to payment of transaction costs related to the Merger. The decrease in accrued expenses and other current liabilities is primarily due to an increase in accrued legal fees, offset by the payment of consulting and professional fees, the reversal of accrued commissions and reduction in accrued severance, and the payment of sponsorship fees. The decrease in deferred revenue is due to the timing of billings related to customer contracts and the recognition of revenue from customer contracts. The decrease in operating lease liabilities resulted primarily from lease payments.

Net cash used in operating activities was $21.0 million for the year ended December 31, 2022. The factors affecting our operating cash flows during this period were our net loss of $23.4 million, partially offset by a net change in our operating assets and liabilities of $1.1 million and non-cash charges of $1.4 million. The non-cash charges primarily consisted of $0.2 million in depreciation and amortization expense, $0.3 million in non-cash lease expense, and $0.9 million in stock-based compensation expense. The change in operating assets and liabilities was generally driven by a $0.9 million increase in accrued expenses and other current liabilities, a $0.2 million decrease in prepaid expenses and other current assets, and a $1.0 million increase in accounts payable, partially offset by a $0.5 million increase in accounts receivable, a $0.3 million decrease in deferred revenue and a $0.3 million decrease in operating lease liabilities. The increase in accounts payable is due to consulting and professional fees incurred related to a proposed transaction in 2022 that was not completed. The increases in accrued expenses and other current liabilities were primarily due to an increase in accrued professional services fees, accrued severance costs related to a former employee, as well as accrued payroll costs, which were offset by the payment of 2021 accrued bonuses. The increase in accounts receivable resulted primarily from the timing of new contracts and the related collections. The decrease in prepaid expenses and other current assets was primarily related to the timing of vendor invoicing and payments offset by the prepayment of sales commissions. The decrease in deferred revenue is due to new contracts with customers and the timing of payments. The change in operating lease liabilities resulted primarily from lease payments.

Investing Activities

~~During~~There ~~the~~were ~~six~~no ~~months ended June 30, 2024 and 2023, net~~ cash ~~used~~flows infrom investing activities during ~~was~~each ~~$26~~of ~~thousand~~the ~~and~~three $2months ~~thousand,~~ended ~~respectively~~March 31, ~~primarily~~2026 ~~consisting of purchases of property~~ and ~~equipment.~~March ~~The~~31, ~~purchases of equipment during these periods were primarily related to computer equipment purchases~~2025.

There were no investing cash flow activities during the year ended December 31, 2023. During the year ended December 31, 2022, net cash used in investing activities was $0.3 million, primarily consisting of purchases of property and equipment. The purchases of equipment during these periods were primarily related to computer equipment purchases.

Financing Activities

~~During~~There ~~the~~were ~~six~~no ~~months ended June 30, 2024, net~~ cash ~~provided~~flows byfrom financing activities during ~~was~~each ~~$12.2 million, which consisted~~ of ~~$12.6 million in proceeds from~~ the ~~closing~~three ofmonths ~~the~~ended ~~Merger,~~March ~~$5.9 million in proceeds received from the issuance of Senior Secured Notes~~31, ~~$5.3~~2026 ~~million in proceeds from issuances of common stock under the equity line of credit, $2.5 million in proceeds from the partial early termination of the Forward Purchase Agreement~~ and ~~$0.1~~March ~~million in proceeds from exercises of stock options~~31, ~~partially offset by the payment of $0~~2025.~~3 million of notes payable to related parties, payment of $2.9 million of deferred offering costs and the prepayment of $11.0 million under the Forward Purchase Agreement.~~

During the six months ended June 30, 2023, net cash provided by financial activities was $4.9 million, all of which consisted of $4.9 million in proceeds received from the issuance of Senior Notes and $9 thousand in proceeds from exercises of stock options. 53

~~During~~Cash Flows for the ~~year~~Fiscal ~~ended~~Years Ended December 31, ~~2023,~~2025 ~~net cash provided by financing activities was $8.0 million, which consisted of $37 thousand in proceeds from exercises of stock options~~ and ~~$8.3 million in proceeds received from the issuance of Convertible Notes, offset by $0.3 million of transaction costs related to the Merger.~~2024

~~During~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~December~~our ~~31,~~sources ~~2022,~~and uses ~~net~~of cash ~~provided~~for bythe ~~financing~~years ~~activities~~ended ~~was~~December ~~$0.3 million~~31, ~~all~~2025 ofand ~~which consisted of proceeds from exercises of stock options.~~ 2024:

Factors Affecting Sources of Liquidity

	Year Ended December 31,
	2025			2024
	(in thousands)
Net cash used in operating activities	$	(1,665	)	$	(18,108	)
Net cash used in investing activities		–			(34	)
Net cash provided by financing activities		3,018			15,095
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(53	)		(63	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	1,300		$	(3,110	)

70Operating Activities

WeNet ~~generally~~cash ~~have~~used ~~the~~in ~~right~~operating toactivities ~~control~~was ~~the~~$1.7 million ~~timing~~for ~~and~~the ~~amount~~year ofended ~~any~~December ~~future~~31, ~~sales~~2025. ofOperating ~~common~~cash ~~stock~~flows toreflected ~~Lincoln~~net ~~Park~~income ~~under our equity lines~~ of ~~credit~~$9.4 ~~but~~million ~~actual sales of common stock to Lincoln Park under the 2023 Purchase Agreement~~ and ~~the 2024 Purchase Agreement will depend on~~ a ~~variety~~$1.4 ofmillion ~~factors~~net toincrease in beworking ~~determined by us from time to time~~capital, ~~including~~partially ~~(among~~offset ~~others) market conditions, the trading price of our common stock and determinations~~ by us$12.4 asmillion toin ~~available~~net ~~and~~non-cash ~~appropriate sources of funding for our operations~~charges. InChanges ~~addition,~~in ~~the~~working ~~2023~~capital ~~Purchase~~were ~~Agreement~~primarily ~~prohibits~~driven usby ~~from~~a ~~issuing or selling and Lincoln Park from acquiring any Common Stock if (i) the closing price of our common stock is less than~~ $01.500 million orincrease ~~(ii)~~in ~~those~~accrued ~~shares~~expenses ofand ~~common stock, when aggregated with all~~ other ~~shares~~current ofliabilities, ~~common stock then beneficially owned by Lincoln Park~~ and ~~its~~a ~~affiliates,~~$0.2 ~~would~~million ~~result~~increase in ~~Lincoln~~accounts ~~Park and its affiliates having beneficial ownership of more than 4~~payable.~~99%,~~ orNon-cash atcharges included ~~Lincoln Park’s election, up to~~ $9.~~99%,~~1 ofmillion ~~the~~gain ~~then~~on ~~issued~~extinguishment ~~and outstanding shares~~ of ~~common stock~~liabilities, asa ~~calculated~~$2.4 ~~pursuant~~million togain ~~Section~~on ~~13(d)~~extinguishment of ~~the~~Forward ~~Exchange~~Purchase ~~Act~~Agreement ~~of 1934~~settlement liability, ~~as amended (the “Exchange Act”)~~ and ~~Rule~~a ~~13d-3 promulgated thereunder~~$1.9 ~~Under~~million ~~the~~gain ~~2024~~on ~~Purchase~~forbearance ~~Agreement~~agreement, wepartially ~~have~~offset ~~the~~by ~~right,~~$0.5 ~~but~~million ~~not~~in ~~the~~non-cash ~~obligation,~~interest ~~to direct Lincoln Park to purchase shares~~expense, on$0.3 ~~business~~million in ~~days during which the last closing sale price of our common~~ stock-based iscompensation ~~between $0.10~~ and $0.501 ~~(as~~million ~~may~~loss beon ~~adjusted~~extinguishment ~~in certain circumstances). Our ability to initiate sales under the 2024 Purchase Agreement is subject to certain conditions, including the filing and effectiveness~~ of ~~the~~Senior ~~2024~~Secured ~~Registration Statement~~Note. IfAs ~~any~~previously ~~of these conditions are not satisfied or limitations are in effect~~disclosed, we ~~may~~ceased ~~not~~operations in beOctober ~~able~~2024, toresulting ~~utilize~~in ~~all~~limited oractivities ~~part~~during of the ~~committed~~current ~~funds under the 2023 Purchase Agreement or the 2024 Purchase Agreement~~period.

Net cash used in operating activities was $18.1 million for the year ended December 31, 2024. The factors affecting our operating cash flows during this period were our net loss of $38.1 million, partially offset by a net change in our operating assets and liabilities of $3.8 million and non-cash charges of $16.3 million. The non-cash charges primarily consisted of $9.8 million in the loss on issuance of Senior Secured Notes, $4.9 million in the loss on the forward purchase contract, $2.0 million in equity line of credit commitment expense, $0.9 million in non-cash interest expense, $0.6 million in stock-based compensation expense, $0.2 million in non-cash vendor payments, $0.2 million in non-cash lease expense, $0.1 million in depreciation and amortization expense and $0.1 million loss on fixed assets disposal, partially offset by $2.5 million in change in fair value of forward purchase contract. The change in operating assets and liabilities was driven by a $7.1 million increase in accounts payable, $2.4 million increase in Forward Purchase Agreement Settlement obligation and $0.1 million increase in deferred revenue, partially offset by a $4.3 million decrease in accrued expenses and other current liabilities and other non-current liabilities, a $0.7 million decrease in deferred legal fees, a $0.5 million increase in prepaid expenses and other current and non-current assets, a $0.3 million decrease in operating lease liabilities and a $0.1 million increase in accounts receivable. The increase in accounts payable was primarily due to higher transaction costs and the delayed vendor and sponsorship payments following the Operational Cessation in the fourth quarter of 2024. The Forward Purchase Agreement Settlement obligation was related to the acceleration of the Valuation Date, requiring recognition of $2.4 million liability in the fourth quarter of 2024. The increase in deferred revenue is due to the timing of billings related to customer contracts and revenue recognition under customer contracts. The decrease in accrued expenses and other current liabilities and other non-current liabilities was primarily reflects payments of legal and audit fees. The decrease in deferred legal fees resulted from payments of fees. The increase in prepaid expenses and other current and non-current assets was primarily due to the timing of vendor invoicing and payments for sponsorship fees. The decrease in operating lease liabilities resulted primarily from lease payments. The increase in accounts receivable is due to the timing of billings and collections from customer contracts.

Investing Activities

During the year ended December 31, 2025, we had no investing activities.

During the year ended December 31, 2024, net cash used in investing activities was $34,000, primarily consisting of purchases of property and equipment. The purchases of equipment during these periods were primarily related to computer equipment purchases.

Financing Activities

Net cash provided by financing activities was $3.0 million for the year ended December 31, 2025. This amount primarily reflects $2.9 million in net proceeds received from the issuance of Convertible Promissory Notes, $1.4 million in net proceeds from the sale of Series-A Preferred Stock, partially offset by the repayment of $1.3 million of Senior Secured Notes.

During the year ended December 31, 2024, net cash provided by financing activities was $15.1 million, which consisted of $12.6 million in proceeds from the closing of the Merger, $6.0 million in proceeds received from the issuance of Senior Secured Notes, $8.6 million in proceeds from issuances of Common Stock under the equity line of credit, $2.5 million in proceeds from the partial early termination of the Forward Purchase Agreement and $0.1 million in proceeds from exercises of stock options, partially offset by the payment of $0.1 million debt discount, payment of $0.6 million of notes payable to related parties, payment of $2.9 million of deferred offering costs and the prepayment of $11.0 million under the Forward Purchase Agreement.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements during the periods presented. Zapata and Legacy Zapata have not entered into any off-balance sheet financing agreements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual~~Collaborative ~~Obligations~~Research ~~and Other Commitments~~ Agreement

~~Leases~~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 partnered to develop a quantum generative AI application and a hybrid solver over a three-month term. The Company led the development of the application. The third party also contributed $1,000 to the project in the form of a Senior Secured Note, which it did not elect to convert into the Company's Common Stock upon the Closing of the Merger, and which was repaid in June 2025. The collaborative research agreement was effectively terminated in October 2024 in connection with the Company's Operational Cessation.

As of June 30, 2024, we had future operating lease liabilities of $0.1 million, with payments due in 2024.

License and Collaboration Agreements

During 2018, we entered into an exclusive patent license agreement (the “license agreement”) with a term that continued unless terminated by the licensor or by us. 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, we issued shares of common stock to the licensor representing four percent of our capital stock on a fully diluted basis.

The license agreement obligated us to pay fixed annual license maintenance fees of $0.1 million for the year ended December 31, 2023, and $0.1 million per year thereafter until we or the licensor terminate the license.

The license agreement obligated us to pay fixed milestone payments upon the achievement of certain sales thresholds. The milestone payments total $0.2 million, and the maximum sales threshold was $25.0 million. We did not trigger any payments to the licensor during the six months ended June 30, 2024 and 2023 and the years ended December 31, 2023, and 2022.

The license agreement obligated us to pay a royalty equal to two percent of net sales. The license agreement also required us to make payments related to any sublicensing agreements, with varying amounts based on the type of sublicense. We did not pay any royalties during the six months ended June 30, 2024 and 2023 and the years ended December 31, 2023 and 2022. On February 10, 2023, we terminated the license agreement by written notice to the licensor. Upon termination, all licensing rights held by us under the license agreement were forfeited to the licensor. We did not owe any accrued obligations or payments to the licensor as of the termination of the license agreement or thereafter.

Sponsorship Agreement

During 2022, we entered into a sponsorship agreement with Andretti Global. The total commitment under the sponsorship agreement is $8.0 million and is due and payable over the period of February 2022 through July 2024. The related expenses are amortized by straight-line method over the period. Through June 30, 2024, we paid $3.5 million under the sponsorship agreement and for the three and six months ended June 30, 2024 and 2023, we recorded $0.7 million, $0.7 million, $1.4 million and $1.4 million in sales and marketing expense related to the sponsorship agreement. For the years ended December 31, 2023 and 2022, we recorded $2.8 million and $2.4 million, respectively, in sales and marketing expense related to the sponsorship agreement. There was $3.8 million included in accounts payable and $0 included in accrued and other current liabilities as of June 30, 2024 related to the sponsorship agreement. The remaining commitment of $0.8 million will be due and payable in July 2024.

On March 28, 2024, we entered into an additional sponsorship agreement with Andretti Autosport 1, LLC, an affiliate of Andretti Global. The agreement expires on December 31, 2024. Subject to the agreement, we have committed to make payments under the sponsorship agreement in an amount totaling $1.0 million, due from July to November 2024.

Notes Payable—Related Parties

Pursuant to a Deferred Payment Agreement dated as of March 28, 2024, we amended the terms of our notes payable to related parties, pursuant to which the aggregate principal balance of the notes plus accrued interest through the closing of the Merger of $2.6 million was deferred at closing and became 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 Initial Registration Statement. The balance will be payable over a twelve-month term (including interest accruing from the closing of the Merger though the payment date). The Initial Registration Statement was declared effective on April 18, 2024. The Convertible Notes bear interest at a rate of 4.5% per annum.

Advisory and Other Agreements

In connection with the Merger, on September 13, 2023, we entered into an agreement with a third party for advisory services. In March 2024, the payment terms were amended to provide for a fee of $1.3 million, to be paid by the issuance of a Senior Secured Note with a principal amount of $1.0 million and the remaining $0.3 million in six monthly installments in cash of $42 thousand per month commencing on May 15, 2024. During the six months ended June 30, 2024, we paid $0.1 million to the third party.

On February 9, 2024, we entered into an engagement letter with an additional third party, as amended on February 27, 2024. We agreed to pay the third party a non-refundable cash fee of $1.8 million, payable in monthly payments over the Term (as defined in Recent Developments), with $0.3 million of such payment waivable if we voluntarily prepay $1.5 million to the third party prior to December 31, 2024. Upon the closing of the Merger, we recognized $1.8 million as transaction costs, which was recorded as a reduction in additional paid-in capital. During the six months ended June 30, 2024, we paid $0.2 million to the third party.

The following table reflects our obligations recorded in accounts payable, accrued expenses and other current liabilities, and non-current liabilities (in thousands) within the condensed consolidated balance sheet as of June 30, 2024, included elsewhere in this prospectus. These obligations are expected to be fully repaid by December 31, 2025. During the six months ended June 30, 2024, we paid $1.1 million under the agreements.

Year ending	Amount
2024	$	3,232
2025		2,906
Total	$	6,138

Legal Services Fees

In connection with the Merger, we incurred $4.0 million of deferred legal fees to be paid to AAC’s legal advisors upon consummation of the Merger, which were recorded as deferred legal fees in the historical audited financial statements as of and for the year ended December 31, 2023. On March 26, 2024, we entered into a fee letter for legal services rendered in connection with the Merger, pursuant to which the total fee of $3.3 million will be paid in equal monthly installments of $0.3 million per month over the twelve-month period starting on April 18, 2024. During the six months ended June 30, 2024, we paid $0.4 million to the legal advisors.

2023 Lincoln Park Purchase Agreement

In accordance with the 2023 Purchase Agreement, we paid Lincoln Park a commitment fee of approximately $1.7 million, which was recorded within other (expense) income, net in the condensed consolidated statement of operations for the six months ended June 30, 2024, and was payable as follows: (i) on the business day prior to the filing of the Initial Registration Statement, $0.6 million in shares of common stock and (ii) we elected to pay the remaining $1.1 million amount of the Commitment Fee in either cash or shares of our common stock, with any shares issuable on the business day prior to the filing of the Registration Statement and any cash due within 90 days of the closing date of the Merger.

On April 11, 2024, we issued 712,025 shares of common stock to Lincoln Park as consideration for the Commitment Fee.

Forward Purchase Agreement

In accordance with the Forward Purchase Agreement, we will pay to Sandia on the Cash Settlement Payment Date the Settlement Amount Adjustment as further discussed above in Liquidity, Going Concern and Capital Resources.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our ~~condensed~~ consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these ~~condensed~~ consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the ~~condensed~~ consolidated financial statements and the reported amounts of revenues and expenses incurred during the reporting periods. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities recorded revenues and expenses that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates.

While our significant accounting policies are described in more detail in Note 2 to our ~~condensed~~ consolidated financial statements included elsewhere in this ~~prospectus~~Prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our ~~condensed~~ consolidated financial statements.

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, we recognize revenue when we satisfy a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

We recognize 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 we satisfy the performance obligations.

At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise, implicit or explicit, to transfer to the customer a good or service (or bundle of goods or services) that is distinct.

We currently earn revenue primarily from subscriptions to our software platform, ~~referred to as the Orquestra Platform,~~ and related services. Subscriptions to our ~~Orquestra~~software ~~Platform~~platform are currently offered as stand-ready access to our cloud environment on an annual or multi-year basis. Our consulting services may result in either single or multiple performance obligations based on the contractual terms. We 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~~software ~~Platform~~platform. We evaluate our contracts at inception to determine if the promises represent a single, combined performance obligation, or multiple performance obligations. We allocate the transaction price to the performance obligations identified. Judgment is required to allocate the transaction price to each performance obligation. We utilize a stand-alone selling price methodology based on observable or estimated prices for each performance obligation. We consider 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. Our contracts do not contain rights of return, and any variable consideration as the result of service level agreements has been immaterial. We do not have other contractual terms that give rise to variable consideration.

Revenue from subscriptions to our ~~Orquestra~~software ~~Platform~~ platform to date have only been sold as access to the platform in our 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. Our contracts typically contain fixed-fee transaction prices. We determine and record a provision for loss contracts at the contract level when the current estimate of total costs of the contract at completion exceeds the total consideration we expect to receive. We have not recorded any provision for loss contracts at ~~June~~December 3031, 2024. For consulting services, we measure 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, we recognize revenue based on the actual labor hours incurred to date compared to the current estimate of total labors hours to satisfy the performance obligation. This method requires periodic updates to the total estimated hours to complete the contract, and these updates may include subjective assessments and judgments. We had limited contracts, where based on our determination of the enforceability of payment terms, revenue was recognized at a point in time when payment became enforceable.

73From time to time, we may enter into arrangements to build license applications that can be used in conjunction with our software platform. To date, the license application built has been delivered as a perpetual license with associated post-contract support. We recognize the license at the time of deployment, and the related post-contract support over the contracted service period on a ratable basis, as it is provided as a stand-ready service.

assessments and judgments. We had limited contracts, where based on our 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 represent a stand-ready obligation.

Our 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 ~~condensed~~ consolidated balance sheets.

Areas of Judgment and Estimation

Our contracts with customers can include multiple promises to transfer goods and services to the customer, which may be provided over one or more specified phases in the contract. Determining whether promises and/or phases are distinct performance obligations that should be accounted for separately or not distinct within the context of the contract and, thus, accounted for together, requires significant judgment. When customer contracts include promises for multiple goods, services and/or phases, we determine whether the nature of our promise is to transfer (a) multiple promised goods, services and/or phases or (b) a combined item that comprises multiple promised services and/or phases.

For consulting services performance obligations that are satisfied over time, we measure 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, we recognize revenue based on the actual labor hours incurred to date compared to the current estimate of total labors hours to satisfy the performance obligation. We believe 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.

Significant estimates and assumptions are used in the determination of the stand-alone selling price when multiple performance obligations are identified. We utilize a stand-alone selling price methodology based on observable or estimated prices for each performance obligation. We consider 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. Actual results could differ from those estimates and such differences could affect our financial position and results of operations.

Stock-Based Compensation Expense

We measure stock-based options granted to employees, directors, and non-employees based on their fair value on the date of the grant using the Black-Scholes option-pricing model for stock options. Compensation expense for those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. Compensation expense for awards to non-employees with service-based vesting conditions is recognized in the same manner as if we had paid cash in exchange for the goods or services, which is generally the over the vesting period of the award. We use the straight-line method to recognize the expense of awards with service-based vesting conditions. We account for forfeitures of stock- based awards as they occur. As of ~~June~~December 3031, ~~2024~~2025, all awards have service-based vesting conditions.

Determination of the Fair Value of Legacy Zapata Common Stock

The fair value of the ~~common~~Common ~~stock~~Stock of Legacy Zapata 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 Legacy Zapata’s ~~common~~Common ~~stock~~Stock, our historical financial performance and financial position, our 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.

Senior Notes and Senior Secured Notes

Through ~~June~~December 3031, 2024, we have issued $5.6 million in Senior Notes, all of which were canceled and, inclusive of interest of $0.6 million, exchanged for Senior Secured Notes on December 22, 2023, and $10.0 million in Senior Secured Notes to certain lenders. We performed an analysis of all of the terms and features of the Senior Notes and Senior Secured Notes. We elected the Fair Value Option to account for the Senior Notes as we identified embedded derivatives, such as voluntary conversion upon qualified financing, automatic conversion upon a De-SPAC Transaction, defined as a business combination between Legacy Zapata and a special purpose acquisition company, with or without a private investment in public equity (“PIPE”), automatic conversion upon an initial public offering, repayment under a change of control event, and optional conversion under prepayment, all of which would require bifurcation and separate accounting. The Senior Notes were remeasured at fair value at each balance sheet date until they were converted to Senior Secured Notes in December 2023. Changes to the fair value of the Senior Notes was recorded in other (expense) income, net in the consolidated statements of operations and comprehensive loss. We had also 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. The analysis of the fair value of the Senior Notes contained inherent assumptions related to the market interest rate, the probability of alternate financing, change of control, initial public offering, De-SPAC Transaction with or without a PIPE, maturity extension, and payment at original maturity. Due to the use of significant unobservable inputs, the overall fair value measurement of the Senior Notes was classified as Level 3.

74We account for our Senior Secured Note issued to a third party for capital market advisory services in connection with the Merger as a stock-based award granted to non-employees and measure the award based on the merger date fair value using the binomial lattice model. The award is marked to its redemption value, including paid in-kind interest, if such value exceeds the fair value of the award at the merger date and each reporting period thereafter and we will recognize the additional fair value amount over redemption value as necessary.

~~Value~~We ~~Option to~~ account for ~~the~~our remaining Senior Secured Notes at asamortized ~~we identified embedded derivatives~~cost, ~~such~~ as ~~voluntary~~they ~~conversion~~were ~~upon~~issued ~~qualified~~at ~~financing,~~a ~~automatic~~substantial ~~conversion~~premium ~~upon~~and ado ~~De-SPAC~~not ~~Transaction,~~qualify ~~defined~~for asthe aFair ~~business~~Value ~~combination~~Option. ~~between~~ Legacy Zapata ~~and~~concluded that athe ~~special~~optional ~~purpose~~conversion ~~acquisition~~feature ~~company,~~was ~~with~~not orrequired ~~without~~to abe ~~private~~bifurcated ~~investment~~or inseparately ~~public~~accounted ~~equity~~for ~~(“PIPE”),~~as ~~automatic conversion upon an initial public offering, repayment under~~ a ~~change~~derivative. ofCosts ~~control~~related ~~event,~~to ~~and~~the issuance ~~optional conversion under prepayment, all~~ of ~~which~~the ~~would~~remaining ~~require bifurcation and separate accounting. The~~ Senior Secured Notes were ~~remeasured~~recorded atas ~~fair~~a ~~value~~debt atdiscount ~~each~~as ~~balance~~a ~~sheet~~reduction ~~date~~of ~~until~~the ~~they~~carrying ~~were~~value ~~converted~~of tothe ~~Senior~~notes ~~Secured~~and amortized ~~Notes~~over ~~in December 2023. Changes to~~ the ~~fair~~term ~~value~~ of the ~~Senior~~notes ~~Notes~~and ~~was~~are recorded in other (expense) income, net ~~in the condensed consolidated statements of operations and comprehensive loss. We had also elected the option of combining interest expense and the change in fair value as a single line item~~ within the ~~condensed~~ consolidated statements of operations and comprehensive loss. ~~The~~using ~~analysis of~~ the ~~fair~~effective ~~value of the Senior Notes contained inherent assumptions related to the market~~ interest ~~rate, the probability of alternate financing, change of control, initial public offering, De-SPAC Transaction with or without a PIPE, maturity extension, and payment at original maturity~~method. ~~Due to the use of significant unobservable inputs, the overall fair value measurement of the Senior Notes was classified as Level 3.~~

WeUpon ~~accounts~~the ~~for~~closing ~~our~~of the Merger, a portion of the aggregate outstanding Senior Secured ~~Note~~Notes ~~issued~~converted tointo a3,257,876 ~~third~~shares ~~party~~of ~~for~~Common ~~capital~~Stock ~~market~~(856,202 ~~advisory~~to ~~services~~related inparties). ~~connection~~Upon ~~with~~the conversion of the ~~Merger~~Senior asSecured aNotes, ~~stock-based~~the ~~award~~principal ~~granted~~balance toof ~~non-employees~~the debt of $14.2 million and ~~measure~~associated ~~the~~accrued ~~award~~interest ~~based~~of on$0.5 ~~the~~million ~~merger~~were ~~date~~converted, resulting ~~fair~~in ~~value~~an ~~using~~increase ~~the~~in ~~binomial~~Common ~~lattice~~Stock ~~model~~and additional paid-in capital of $14.7 ~~The~~million. ~~award~~Certain isholders ~~marked~~of tothe ~~its~~Senior ~~redemption~~Secured ~~value~~Notes, holding ~~including~~$2.0 ~~paid~~million in~~-kind~~ ~~interest~~aggregate principal amount, ifdid ~~such~~not ~~value~~convert ~~exceeds~~their ~~the~~Senior ~~fair~~Secured ~~value~~Notes into shares of ~~the~~Common ~~award~~Stock and are recognized at ~~the~~amortized ~~merger~~cost. ~~date~~As ~~and~~of ~~each~~December ~~reporting~~31, ~~period~~2024, ~~thereafter~~the $2.2 million of aggregate principal and weaccrued ~~will~~interest ~~recognize~~on the ~~additional~~outstanding ~~fair~~Senior ~~value~~Secured Notes ~~amount~~did ~~over~~not ~~redemption~~include ~~value~~any associated costs that are being recorded as ~~necessary.~~a debt discount and amortized over the remaining term of the outstanding Senior Secured Notes.

We account for our remaining Senior Secured Notes at amortized cost, as they were issued at a substantial premium and do not qualify for the Fair Value Option. Legacy Zapata concluded that the optional conversion feature was not required to be bifurcated or separately accounted for as a derivative. Costs related to the issuance of the remaining Senior Secured Notes were recorded as a debt discount as a reduction of the carrying value of the notes and amortized over the term of the notes and are recorded in other (expense) income, net within the condensed consolidated statements of operations and comprehensive loss using the effective interest method. 58

Upon the closing of the Merger, a portion of the aggregate outstanding Senior Secured Notes converted into 3,257,876 shares of common stock (856,202 to related parties). Upon the conversion of the Senior Secured Notes, the principal balance of the debt of $14.2 million and associated accrued interest of $0.5 million were converted, resulting in an increase in common stock and additional paid-in capital of $14.7 million. Certain holders of the Senior Secured Notes, holding $2.0 million in aggregate principal amount, did not convert their Senior Secured Notes into shares of common stock and are recognized at amortized cost. As of June 30, 2024, the $2.1 million of aggregate principal and accrued interest on the outstanding Senior Secured Notes did not include any associated costs that are being recorded as a debt discount and amortized over the remaining term of the outstanding Senior Secured Notes.

Forward Purchase Agreement Derivative Liability

We utilized a Monte-Carlo simulation to value the Forward Purchase Agreement derivative liability. We determined that the Forward Purchase Agreement contains (i) an Optional Early Termination provision, and (ii) a Variable Maturity Consideration. The Optional Early Termination and the Variable Maturity Consideration, as combined, are considered as a freestanding financial instrument and meet the definition of a derivative instrument. The fair value of the forward purchase agreement derivative liability, consisting of the Optional Early Termination and the Variable Maturity Consideration, was estimated using a Monte-Carlo Simulation in a risk-neutral framework. The fair value of the derivative liability was equal to the difference between the fair value of the Forward Purchase Agreement and the amount of cash receivable at the two-year settlement date, which was calculated as the present value of the initial reset price of $10.00 per share (as defined in the Forward Purchase Agreement) discounted using the term-matched risk-free rate.

We recorded the ~~derivative instrument as a liability on our condensed consolidated balance sheets and measured it at fair value of $13.2 million as of June 30, 2024, with the~~ initial value of the instrument ~~recorded~~ as a loss on issuance of forward purchase agreement derivative liability of $4.9 million in the ~~condensed~~ consolidated statements of operations and comprehensive loss. The change in fair value of the forward purchase agreement derivative liability of $8.2.5 million was recorded during the ~~three~~year ~~and six months~~ ended ~~June~~December 3031, 2024, in the ~~condensed~~ consolidated statements of operations and comprehensive loss.

Recently Issued and Adopted Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our ~~condensed~~ consolidated financial statements, which are included elsewhere in this ~~prospectus.~~Annual Report.

Emerging Growth Company Status

Zapata ~~Computing~~Quantum ~~Holdings~~ Inc. qualifies 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 Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies. We also intend to take advantage of some of the reduced regulatory and reporting requirements applicable to emerging growth companies pursuant to the JOBS Act so long as it qualifies as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

7659

BUSINESS

Overview

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~~Our~~The ~~primary~~Company’s ~~target~~business ~~customers~~plans ~~are~~and ~~enterprise~~operations described ~~organizations~~herein, ~~which~~and ~~generally~~our ~~consist~~ability ofto ~~large~~execute ~~businesses~~and ~~that~~continue ~~have~~with ~~high~~such ~~revenue~~efforts, ~~the~~will ~~size~~depend ~~and~~on ~~resources~~our ability to ~~dominate~~raise acapital ~~specific~~needed ~~market~~to repay vendors and acreditors, ~~significant~~rehire ~~number~~various ofpersonnel ~~employees.~~and Wefund ~~offer~~our ~~subscription-based~~working ~~solutions~~capital ~~that combine software~~ and ~~services~~growth toneeds. ~~develop~~Further, ~~custom~~our ~~Industrial~~capital ~~Generative~~raising AIefforts ~~Applications~~and business ~~designed~~and tooperations ~~resolve~~generally ~~the~~are ~~highly~~subject ~~complex~~to ~~business~~numerous ~~challenges~~risks ofand ~~these~~uncertainties, ~~enterprises~~as ~~given~~described ~~the~~under ~~size~~“Risk ~~and~~Factors” ~~scope~~starting on ofpage ~~their global operations~~8.

WeIntroduction believe we are the first publicly traded, pure-play Industrial Generative AI software company that is focused on the technically challenging industrial problems of enterprise organizations. Unlike other vendors in the much broader AI market category, we focus on generative AI and use both quantum and classical techniques in our work. Specifically, our specialized generative AI software category, which we refer to asQuantum “Industrial Generative AI,” takes generative models similar to those behind popular generative AI tools, such as OpenAI’s ChatGPT and Google’s Bard, and tailors them to business-, domain-, and industry-specific applications, with a focus on industrial problems. Computing

WeQuantum ~~offer~~computing ~~enterprise~~exploits ~~customers~~the ~~Industrial~~principles ~~Generative~~of AIquantum mechanics ~~solutions~~- ~~designed~~superposition, entanglement, and interference - to ~~address~~process ~~some~~information ofin ~~the~~fundamentally ~~key~~new ~~challenges~~ways. Whereas classical computers operate on bits that ~~arise~~are either 0 or 1, quantum computers use quantum bits, or “qubits” that can exist in ~~connection~~multiple ~~with~~states simultaneously. ~~solving~~This ~~industrial~~enables ~~problems~~exponential ~~with~~scaling ~~computing-based~~of ~~solutions:~~computational ~~data~~possibilities ~~disarray,~~and ~~unpredictability,~~the ~~large~~potential ~~solution~~to ~~spaces,~~solve ~~time~~certain ~~sensitivity,~~classes ~~constrained~~of ~~compute~~problems - such as molecular simulation, ~~mission-critical~~combinatorial ~~requirements~~optimization, and ~~security~~cryptographic ~~concerns.~~analysis - that are intractable on classical machines.

WeThe ~~have~~field ~~a suite~~ of ~~three~~quantum ~~subscription-based~~computing ~~Industrial~~is ~~Generative~~advancing ~~AI offerings that include software and software tools~~ rapidly, supported by ~~services.~~significant ~~Our~~broad-based ~~software~~investment. ~~offers~~Global ~~our~~governments ~~customers~~have ~~flexibility~~announced inmultibillion-dollar ~~selecting~~quantum ~~computing resources~~initiatives, ~~including~~venture ~~classical, high performance,~~ and public-market ~~quantum~~investment ~~computing~~have ~~hardware~~accelerated considerably, asand ~~well~~major ascloud ~~deployment~~computing ~~environment~~providers ~~options,~~now ~~cloud,~~offer ~~private~~access ~~cloud,~~to ~~and~~quantum ~~on-premise~~processors. ~~Using~~A 2024 ~~techniques~~Boston ~~based~~Consulting onGroup ~~the~~analysis ~~math~~estimates ofthat quantum ~~physics,~~technologies wewill ~~can~~create ~~apply~~$450 ~~our~~billion ~~software~~to ~~tools~~$850 tobillion ~~specific~~of ~~industrial~~economic ~~applications~~value ~~and~~globally, sustaining ~~tailor~~a ~~those~~$90 ~~applications~~billion to ~~our~~$170 ~~customer’s~~billion ~~relevant~~market for hardware. ~~These~~and ~~offerings~~software ~~consist~~providers ~~of:~~by 2040.

~~Sense:~~Phases ~~A suite~~ of ~~algorithms~~Quantum ~~and~~Computing ~~complex~~Technology ~~mathematical models to enhance analytics and other data-driven applications.~~ Development

~~Prose:~~The ~~Our~~first ~~set~~phase of ~~generative~~quantum AIcomputing ~~solutions~~has ~~based~~been the onarrival ~~LLMs,~~of ~~similar~~Noisy toIntermediate-Scale ~~widely~~Quantum ~~used~~(NISQ) ~~generic~~devices, ~~chatbot~~characterized ~~applications~~by ~~but~~limited ~~customized~~qubit tocounts anand ~~enterprise’s~~the ~~industry~~absence ~~and~~of ~~its~~full ~~unique~~error ~~problems~~correction. Despite these constraints, NISQ computing can still deliver tangible value especially in areas such as materials, chemical simulations and optimization.

~~Orquestra:~~Zapata ~~Our~~has ~~Industrial~~contributed ~~Generative~~significantly AIto ~~application~~the ~~development~~advancement of ~~platform~~NISQ approaches including pioneering the Variational Quantum Eigensolver (VQE), a foundational hybrid quantum-classical algorithm that combines quantum state preparation with classical optimization to estimate molecular and materials properties, with applications to other domains as well.VQE demonstrated one of the first practical uses of quantum hardware and helped establish the hybrid quantum-classical paradigm that continues to define much of the industry’s progress. Building on ~~which~~this wefoundation, ~~provide~~Zapata ~~Sense~~develops software and ~~Prose~~tools that extend hybrid approaches to ~~customers~~broader classes of scientific and industrial problems, creating an adaptable framework that evolves with each generation of hardware.Rapid progress is now being made toward the second phase of quantum computing, known as Fault-Tolerant Quantum Computing (FTQC), where error-corrected qubits enable deep, large-scale algorithms with transformative performance. As these systems come online, the race is underway to display what is known as “quantum advantage” or “quantum supremacy” in an increasing number of key problem areas.

~~The Industrial Generative AI applications we can build and operate with these tools securely address customers’ problems with both numerical and text processing capabilities.~~ 60

~~Our~~The ~~customers~~number ~~include~~of orannouncements ~~have~~by ~~included~~ leading ~~enterprise~~FTQC ~~companies~~hardware providers ~~and~~has ~~government~~accelerated ~~agencies~~considerably ~~across~~in ~~multiple~~recent ~~industries~~months ~~and~~- inincluding ~~multiple~~improvement ~~countries.~~in Wequbit ~~also~~coherence ~~have~~times, ~~relationships~~falling ~~with~~error ~~third~~rates, ~~party~~the ~~vendors~~demonstration of ~~and~~prototype ~~service~~logical ~~providers~~qubits, ~~which~~and wethe ~~refer~~announcement toof asquantum ~~the~~advantage ~~“Zapata~~for AIsome ~~partner ecosystem~~problems.” ~~The~~As ~~products~~these ~~and~~breakthroughs ~~services~~accumulate, ~~provided~~the byfocus of ~~these~~progress ~~partners~~is ~~extend~~shifting ~~and~~toward ~~complement~~the ~~our~~application ~~Industrial~~and ~~Generative~~software AIlayer ~~solutions~~- ~~and~~where ~~facilitate~~practical ~~their~~utility ~~development~~will ~~and~~first ~~deployment~~emerge. This is the domain where Zapata Quantum operates.

~~While~~Unlocking ~~our~~the ~~current~~full ~~customers~~potential ~~operate~~of inFTQC ~~only~~will adepend not ~~few~~only ~~specific~~on ~~industries~~better hardware, webut ~~envision~~also ~~opportunities~~a ~~for~~mature ~~Zapata~~software AIstack towhich ~~utilize~~will ~~its~~enhance ~~software~~the ~~tools~~development inof ~~almost~~algorithms, ~~any~~compilers, ~~industry.~~and ~~Some~~workflows that ~~examples~~translate ofreal-world problems ~~for~~into ~~which~~quantum weform. ~~believe~~Zapata ~~our~~has ~~Industrial~~proven ~~Generative~~itself AIas ~~applications~~a ~~could~~leader bein ~~designed~~this tospace, ~~address~~with ~~include~~pioneering ~~helping~~work across a ~~banking~~variety ~~institution~~of ~~optimize~~domains ~~its~~- ~~financial~~including ~~portfolio~~chemistry, ormaterials ~~helping~~science, aoptimization, ~~pharmaceutical~~cryptography ~~company~~and ~~with~~machine ~~drug discovery~~learning.

~~State~~By advancing the software infrastructure and application frameworks that will define the next generation of quantum computing, Zapata plays a critical role in enabling the ~~Generative~~industry’s AIevolution toward ~~Market~~large-scale, fault-tolerant quantum advantage.

Generative AI refers to a category of artificial intelligence technologies and applications that have the ability to generate content, data, or other outputs. These technologies can be used in various industries and applications to automate tasks, enhance creativity, improve analytics, and generate valuable content.

Some of the most prominent examples of generative AI are LLMs, which understand and generate text based on pattern recognition that is perceived to be in human-like fashion. LLMs are examples of foundational models. Foundational models are trained on broad data, such as text from online sources, that can be adapted or fine-tuned to complete a wide-ranging set of downstream tasks. GPT-4, the generative model behind the application ChatGPT, is an example of an LLM. GPT-4 has been trained to respond to text-prompts in a chat-like fashion and can be adapted for a wide variety of tasks such as summarization and code generation.

While generative AI is best known for text and image generation, as seen in tools such as OpenAI’s ChatGPT and DALL-E, it can also be applied to numerical analytics challenges found across all industries. The three primary classes of analytics are descriptive analytics, predictive analytics and prescriptive analytics, all of which Zapata AI can augment or enhance with its Prose and Sense offerings.

Descriptive analytics are analytics used to describe a dataset. Generative AI technologies can enhance data exploration by generating synthetic data that is similar to the existing data in the dataset to complement the real data and create a richer dataset with more datapoints. Generative AI can also be used to create simple human language interfaces using technologies like LLMs to facilitate the interaction of humans with data and analytics models.

Predictive analytics are analytics used to predict future outcomes based on patterns in existing data. Generative AI can improve predictive models by generating additional data points, providing better models, and creating multiple scenarios based on historical data, which can lead to more accurate predictions and enhanced forecasting.

Prescriptive analytics are analytics used to recommend a suggested course of action. Generative AI can be used to help generate optimized solutions and personalized recommendations, considering a wide range of possibilities and tailoring prescriptions to individual users or situations, which can enhance decision-making and problem-solving.

Market Opportunity

The ~~potential~~quantum ~~impact~~computing ofmarket ~~generative AI on productivity~~ is ~~substantial:~~entering awhat many ~~McKinsey~~observers &describe ~~Company~~as ~~report~~its ~~has~~“readiness ~~estimated~~phase,” ~~that~~evidenced ~~generative~~by AIMicrosoft’s ~~could~~declaration ~~eventually~~of ~~add~~2025 ~~$2.6~~as ~~trillion~~the toyear ~~$4.4 trillion in economic benefits annually across a set~~ of ~~63 selected use cases~~quantum readiness. ~~Additionally~~In 2024, aMcKinsey ~~Bloomberg~~& ~~study~~Co. ~~has~~estimated ~~found~~annual ~~that~~global ~~the~~spend ~~generative~~on AIquantum ~~market~~computing ~~could~~technologies ~~grow~~of toapproximately $~~1.3~~2 ~~trillion~~billion, bygrowing at ~~2032~~35% per year, including about $~~280~~400 ~~billion~~million ofdirected ~~new~~to software ~~revenue.~~and services.

~~The~~While ~~total~~hardware ~~addressable~~improvements ~~market~~draw ~~described~~attention, ~~above~~the limiting ~~includes~~factor ~~all~~to ~~forms~~adoption ofis ~~generative~~the ~~AI.~~absence ~~However,~~of wea ~~have~~robust, ~~found~~reusable ~~that~~software ~~public~~infrastructure. ~~attention~~Enterprises ~~tends~~seeking to ~~focus~~explore onquantum ~~foundational~~advantage face ~~model~~steep ~~LLMs~~learning ~~such~~curves, asfragmented ~~GPT-4~~hardware ecosystems, and scarce talent. ~~Such~~Zapata ~~focus~~addresses ~~overlooks~~these ~~that~~pain ~~opportunities~~points ~~for~~by ~~generative~~providing AIa ~~may~~coherent, hardware-agnostic ~~also~~software ~~include:~~stack and associated technical services.

~~the~~The ~~applications~~potential ofimpact ~~generative AI modeling to a wider range~~ of ~~problems~~quantum incomputing ~~industrial~~technology spans ~~settings,~~nearly ~~which~~every ~~involve~~high-value ~~mostly~~computational ~~numerical data; and~~ domain:

~~the~~· ~~ability~~Cryptography toand ~~enhance~~cybersecurity ~~human~~- ~~interactions~~post-quantum encryption, secure communication, and ~~language~~threat assessment; · Optimization -~~based~~ ~~tasks~~financial ~~with~~portfolio ~~customer~~construction, logistics, manufacturing scheduling, and energy-~~specific~~grid AIcontrol; ~~models~~· ~~leveraging~~Discovery ~~LLM~~and ~~capabilities.~~simulation - drug design, materials discovery, and climate modeling; and · Defense and aerospace - signal processing, sensor fusion, and strategic decision optimization.

We believe ~~that~~the asoftware ~~substantial~~layer ~~portion~~will capture a high share of ~~this~~the ~~broader~~value ~~market~~created ~~(including~~by ~~industrial~~these ~~use~~solutions ~~cases~~to ~~involving~~our ~~numerical~~planet’s ~~data~~most asintractable ~~well~~problems. asZapata’s ~~customer-specific~~strategy ~~LLMs)~~is ~~will~~to beoccupy ~~accessible~~this enabling ~~only~~layer to- ~~companies~~bridging ~~that~~scientific ~~possess:~~discovery and commercial deployment.

~~the internal generative AI expertise required to formulate use cases in terms of a problem that generative AI can solve;~~ Products

Zapata’s products are organized around what it refers to as the ~~ability~~Generalized Quantum Stack - a three-layer model that defines the end-to-end ~~apply~~process ~~generative~~of AIquantum application development and execution. This framework, validated through Zapata’s multi-year leadership across all technical areas of DARPA’s Quantum Benchmarking program, provides the blueprint for accelerating progress from use case identification to ~~their~~implementation ~~numerical~~on ~~data;~~physical hardware.

~~the ability to deploy models within the constraints (e.g., time, accuracy, security, monetary cost of running models) of their infrastructure and performance requirements; and~~ 61

~~the~~Zapata ~~tools~~Generalized toQuantum ~~quickly stand-up applications of generative AI and other types of AI to leverage customer data.~~ Stack

InLayer ~~summary,~~1: weWHY ~~believe~~- ~~that~~Use-Case ~~the market opportunity is broader than the LLM applications typically associated with generative AI~~ and ~~includes~~Utility ~~an opportunity for applications involving numerical data, and offering both Prose and Sense gives us the flexibility to develop applications for Industrial Generative AI in both of these markets.~~ Benchmark Evaluation

~~Target~~Defines ~~Opportunity~~the ~~Profile~~purpose of quantum computing by assessing quantum-amenable problems and related utility benchmarks across domains such as chemistry, optimization, cryptography, and materials science. This layer involves curating high-utility, domain-driven benchmarks that connect abstract industry challenges to well-defined computational instances. Zapata’s work here includes building repositories of potential applications and developing workflows for systematic problem formulation, addressing a critical gap in how enterprises and researchers determine where quantum advantage will emerge.

~~The~~Layer ~~target~~2: ~~opportunity~~WHAT ~~profile for our Industrial Generative AI applications is an enterprise company that has problems that can be described as industrial. In our view, solving industrial problems with computing~~-~~based~~ ~~solutions~~Algorithm ~~presents~~Development ~~certain~~and ~~challenges, as~~ Benchmarking

78Focuses on the design of quantum applications and algorithms. Zapata’s tools enable modular algorithm composition, evaluation, and benchmarking to translate domain problems into executable quantum circuits. This layer bridges academic innovation with industrial relevance by combining Zapata’s curated algorithm library and benchmarking datasets with methods for performance comparison across algorithms and hardware types.

~~described~~Layer ~~below.~~3: ~~Based~~HOW on- ~~our~~Resource ~~own~~Estimation ~~internal testing of theoretical Industrial Generative AI applications, discussions with prospective customers,~~ and ~~capabilities demonstrated in work with existing customers, we believe that we can develop applications that can address these challenges and provide solutions to enterprise customers.~~ Execution

~~Data~~Represents ~~Disarray:~~the ~~Data~~implementation isphase, ~~often~~encompassing resource ~~incomplete~~estimation, ~~fragmented~~compilation, ~~out~~and ofhybrid ~~sync~~execution oracross ~~noisy~~quantum ~~(in~~and ~~other~~classical ~~words~~backends. Zapata’s platform, ~~where~~Orquestra, ~~the~~provides an ~~meaningful~~environment ~~signal~~for inorchestrating ~~the~~these ~~data~~workflows, ~~must~~allowing bedevelopers ~~extracted~~to ~~from~~simulate, ~~extraneous~~optimize, and ~~irrelevant~~run ~~noise).~~algorithms ~~Zapata~~on AIreal ~~can~~quantum ~~train~~hardware or ~~models~~high-performance toclassical ~~accurately~~infrastructure. ~~capture~~This ~~data~~layer ~~distributions,~~ensures ~~and~~forward ~~these~~compatibility ~~models~~as ~~can~~the beindustry ~~mined~~transitions tofrom ~~fill~~NISQ insystems ~~missing~~to FTQC ~~data, find anomalies, and make predictions~~architectures.

~~Unpredictability:~~Together, ~~Industrial~~these ~~problems~~layers ~~come~~define ~~with~~the aroadmap ~~high~~for scalable ~~degree~~quantum ofapplication ~~uncertainty and unpredictable variables~~development. ~~Our~~Zapata ~~models,~~is ~~grounded~~the inonly hardware-agnostic quantum ~~techniques,~~software ~~can~~company ~~provide~~to ~~better~~have ~~generalization~~demonstrated ~~than~~leadership across ~~traditional~~all ~~generative~~three ~~AI.~~layers ~~Our~~of ~~testing has demonstrated that~~ this ~~enhanced~~stack ~~generalization~~- ~~allows~~uniquely ~~our~~positioned ~~models~~ to ~~perform~~lead ~~better~~the ~~with~~acceleration ~~unexpected~~of ~~inputs.~~the ~~See~~field “—from ~~Our~~theoretical ~~Approach~~research to ~~Industrial Generative AI — Advantages of Quantum Techniques for Industrial Generative AI — Efficiency and Accuracy” below~~practical implementation.

~~Large~~Specific ~~Solution~~Zapata ~~Spaces:~~products ~~Industrial~~within problems often have many variables, resulting in a very large number of possible solutions that business leaders must choose from. Due to our roots in quantum computing, we are comfortable navigating high dimensional spaces like the large solution spaces found in industrial problems, and our internal and public studies have demonstrated that we can bring meaningful approaches when seeking to find optimal solutions to these ~~problems.~~ layers include:

Time Sensitivity: Industrial problems often require real-time answers and cannot afford delays. Thus, an industrial problem is partly defined by the constraints on how quickly a solution must be calculated. Different mathematical approaches span a range between finding the most optimal solution eventually and finding a reasonable solution quickly. This is a challenge that we have addressed on customer projects. We bring the depth of understanding to help customers decide which approach will be most appropriate given their constraints.

Constrained Compute: Industrial problems can be constrained by the available compute resources. For example, computing on the edge is limited by edge devices’ computational and memory constraints. This is a challenge we have observed in customer projects. We develop computational solutions that contain powerful AI algorithms that also respect such constraints in each applicable environment.

Critical Requirements: Industrial problems are often critical, meaning they require a high degree of accuracy, precision, and reliability. This is a challenge that we are addressing in ongoing customer projects. A core value at Zapata AI is scientific rigor. Part of our engagement process is to benchmark many candidate solutions before selecting the final solution. Critical measurements can be included in this benchmarking process, although they may need to be balanced with time sensitivity constraints mentioned above.

Secure: Global enterprises often have high cybersecurity standards, particularly in regulated industries or industries that handle sensitive customer data. Through both infrastructure flexibility and pre-integrated security tooling, Zapata AI’s Orquestra platform aims to meet modern enterprise security requirements.

Listed below are examples of industrial problems that we believe Zapata AI may be well suited to address:

Data Augmentation: Generating additional training data to improve machine learning models for various applications, like image recognition and natural language processing.

Prototyping and Product Design: Creating early-stage prototypes, product designs, and models to speed up the product development process.

Anomaly Detection: Generating synthetic data and enhanced models for training models to detect anomalies or outliers in various datasets, aiding fraud detection or quality control.

Content Inquiry: Natural language-based interface for searching, retrieving and gaining insights on unstructured datasets.

Scenario Simulation: Creating simulated scenarios for training, testing, or strategizing in fields such as finance, cybersecurity, motorsports, defense and disaster planning.

Automated Report Generation: Creating reports, summaries, and insights from raw data, making it easier to analyze and present findings.

Zapata AI Solutions

Currently, we categorize the software that we offer as Sense and Prose. We deliver Sense and Prose on our Orquestra platform and leverage our machine learning/AI libraries. An Orquestra instance can be hosted by Zapata or deployed in customer infrastructure.

We also integrate open source software and services that support the development and deployment of applications. The customer use case defines what we ultimately build on top of Orquestra and which software, libraries and other tooling we use.

Zapata AI Sense

Sense utilizes a suite of algorithms and complex mathematical models to enhance analytics and other data-driven applications. Sense can help enterprise leaders make more informed decisions regarding the operations of their companies by enriching their analytics with realistic, generated data to fill in the existing gaps in their data, including for variables that are not otherwise measurable. For example, Sense has been used to (i) create “virtual sensors” for race data that would not otherwise be measurable for our customer Andretti Global and (ii) augment missing information. Example potential use cases for Sense include:

Predictive Analytics: using historical data on purchases to build models for assessing the commercial potential of new products, as well as forecasting and predicting customer segmentation;

Product Design: developing models to propose molecules and materials with desired functionality, and designing optimal systems;

Operations Research: modeling and optimizing the performance of manufacturing plants;

Digital Twin: making more accurate simulations of physical systems;

Predictive Maintenance and Anomaly Detection: predicting equipment failures; and

Data Generation: simulating hypothetical scenarios.

Zapata AI Prose

Prose utilizes a set of LLM-based generative AI solutions, similar to widely used generic chat applications, but customized to an enterprise’s industry and its unique problems. We believe that Prose could be used to develop applications to help companies speed up time-consuming language tasks, such as creating plots based on proprietary data that can be used for filing in regulatory or patent documents or creating reports. We have most often marketed Prose to prospective customers as an additional layer on top of Sense to enhance access to the core numerical datasets of a problem space. Additionally, we believe other use cases for Prose could include:

Humanizing Data: providing chat interfaces to analytics tools;

Force Multiplier: speeding up time-consuming manual tasks such as merging datasets;

Automated Assistant: assisting in authoring technical documents based on numerical data, such as regulatory or patent applications;

Insight at Fingertips: automating the creation of charts or reports from tabular datasets; and

Compression: compressing generative AI models to fit computing constraints.

We offer Sense and Prose over our full-stack enterprise software platform, Orquestra.

Orquestra

Orquestra is ~~our~~Zapata’s ~~Industrial~~software ~~Generative AI application development~~ platform. for ~~Along~~developing, ~~with~~orchestrating, ~~the~~and ~~libraries~~executing ~~offered~~quantum inand ~~Prose~~hybrid ~~and~~classical/quantum ~~Sense,~~applications. ~~Orquestra~~It provides a ~~complete~~unified ~~toolset~~environment tofor constructing ~~build~~computational ~~and~~workflows ~~deliver~~that ~~Industrial~~combine ~~Generative~~classical AIand ~~applications~~quantum ~~into the hands of end-users~~resources. Orquestra ~~integrates~~manages athe ~~full suite of open~~end-~~source~~to-end ~~tools~~lifecycle: ~~that~~from ~~meet~~problem definition ~~the~~through ~~wide~~algorithm ~~array~~selection, ofcircuit ~~requirements~~compilation, ~~for~~resource ~~developing~~estimation, ~~testing~~execution, ~~deploying,~~ and ~~monitoring~~results ~~complex~~analysis. ~~computational~~The ~~workloads~~platform ~~required~~has tobeen used ~~run~~in ~~Industrial~~commercial ~~Generative~~and AIresearch ~~applications.~~settings ~~Additionally,~~including ~~the~~with ~~Orquestra~~BP ~~platform~~p.l.c., ~~instead~~BASF ofGroup ~~providing~~, ~~graphical~~Banco ~~user~~Bilbao ~~interface~~Vizcaya Argentaria (~~“GUI”~~BBVA) ~~tools to build solutions~~, orand aDefense ~~low-code~~Advanced Research ~~environment,~~Projects ~~keeps~~Agency ~~code as the primary interface for application building~~(DARPA).

Orquestra provides our customers with flexibility to run our Industrial Generative AI applications on different types of computer hardware with different cloud providers, either using their hardware in their own datacenters, infrastructure from cloud providers, or hardware managed by Zapata AI, without being locked into any one specific cloud provider. Its modular framework enables Zapata AI, partner and customer developers to iterate on previously created applications (and learn more from end-users). Specific components used in Orquestra, including hardware backends, algorithms and data sources, can be modified and swapped out as applications are iterated and refined. 62

80Bench-Q

~~The~~Bench-Q ~~below~~was ~~diagram~~developed ~~illustrates~~under the ~~modular~~U.S. Defense Advanced Research Projects Agency’s Quantum Benchmarking program, where Zapata uniquely participated across all technical areas (TA-1, TA-1.5 and TA-2). Bench-Q provides a standardized framework ofand ~~Orquestra~~software toolkit for evaluating quantum algorithms and hardware performance against utility-driven benchmarks. It defines metrics and workflows that allow researchers to trace the progression from abstract problem instances to executable circuits. The methods and data models produced in Bench-Q are core to Zapata’s commercial products.

~~The~~Quantum framework includes a number of layers, including, from top to bottom: (1) the applications built for customer end-users that utilize the libraries, services, and hardware in lower layers, (2) libraries that may be utilized by Prose and Sense, including Zapata proprietary libraries and third-party libraries, in applications, (3) the services integrated into Orquestra to support applications, (4) the external infrastructure services that host the platform, including cloud services, private cloud, or on-premises systems, and (5) the hardware underlying the infrastructure. This modular framework facilitates our flexibility to engineer and deploy Industrial Generative AI use cases tailored to enterprise customers’ specific use cases. Graph

~~Our~~Quantum ~~Approach~~Graph to(QG) ~~Industrial~~is ~~Generative~~a AIstructured knowledge base that catalogs quantum use cases, algorithms, and application instances in a graph-based format. It provides a searchable, modular representation of how problems, algorithms, and hardware resources connect, forming a foundation for composable quantum application development.

~~Our~~Quantum software is derived from math inspired by quantum physics that has a number of transferable and positive implications for Industrial Generative AI. These quantum techniques do not require quantum computers; they can also be applied using traditional (“classical”) computers that are readily available to enterprise companies today. We access these classical computers via cloud-based services agreements with major cloud providers. We believe that, by using quantum techniques, we can enhance key, desirable qualities of the Industrial Generative AI applications that we offer. Pilot

~~Advantages~~Quantum ofPilot ~~Quantum~~(QP) ~~Techniques~~builds ~~for~~upon ~~Industrial~~Quantum ~~Generative~~Graph by introducing an AI-assisted development environment that helps users compose, test, and refine hybrid quantum-classical workflows. By leveraging machine-learning models to suggest algorithmic building blocks and resource optimizations, Quantum Pilot aims to accelerate the design of viable quantum applications by orders of magnitude relative to manual methods.

~~Expressibility~~ Services

~~Quantum~~In-line ~~statistics~~with ~~can~~our ~~enhance~~historical ~~generative~~activities ~~models’~~prior ~~ability~~ to the ~~generalize~~cessation of operations in June 2024, orwe ~~extrapolate~~intend ~~missing~~to ~~information~~complement ~~and~~our ~~generate~~software ~~new,~~offerings with high-~~quality~~value ~~information,~~technical asservices ~~well~~to ashelp ~~their~~customers unlock ~~ability~~value tousing ~~generate~~Zapata’s asoftware ~~more~~products. ~~varied~~Zapata’s ~~range~~service engagements will be performed by teams of ~~solutions.~~quantum ~~This~~scientists, engineers, isand ~~called~~domain ~~“expressibility~~experts.” We expect that certain projects may evolve into longer-term subscriptions to our products, recurring research programs, or joint development agreements that involve co-created or licensed intellectual property.

WeThese ~~recently~~services ~~demonstrated~~will ~~the~~be ~~advantages~~strategically ofimportant both ~~quantum~~in ~~math~~the ~~for~~current ~~generative~~noisy AIintermediate-scale inquantum ~~research~~(NISQ) ~~published~~era ~~with~~and ~~Foxconn,~~as ~~Insilico~~fault-tolerant ~~Medicine,~~quantum ~~and~~computers ~~the~~(FTQC) ~~University~~become ofcommercially ~~Toronto~~available. By ~~Our~~embedding ~~research~~its ~~showed~~software ~~that,~~and expertise in acustomer ~~sample~~workflows ~~simulation~~today, aZapata ~~neural~~intends ~~network-based~~to ~~generative~~position ~~model~~itself ~~enhanced~~as ~~with~~a ~~quantum statistics generated more desirable drug~~long-~~like~~term ~~molecules~~partner ~~than those generated by~~ through the ~~same~~industry’s ~~generative~~transition ~~model~~from ~~without~~research ~~quantum~~to ~~statistics.~~scalable deployment.

81Customer Value Proposition

~~Efficiency~~Zapata’s quantum application development gives enterprises the confidence to invest in quantum computing with clarity and ~~Accuracy~~measurable results. It empowers customers to identify where quantum will create real value, validate that potential through data-driven modeling and benchmarking, and prove performance on real hardware before making costly commitments. By uniting discovery, design, and execution in one hardware-agnostic workflow, Zapata delivers readiness by reducing uncertainty, accelerating time-to-insight, and future-proofing quantum adoption. The result is faster innovation, smarter resource allocation, and tangible evidence of competitive advantage, turning quantum ambition into validated business outcomes.

Our software can also improve application efficiency. Large language models, as the name suggests, are very large. This means they can use many computer processing resources. Models with the size and complexity of LLMs require specialized chips called GPUs. GPUs, however, are scarce, expensive and generate a large carbon footprint. 63

WeCustomers ~~believe~~and ~~that we have demonstrated one of the largest language model compressed with quantum~~Go-inspired algorithms, as we have not seen any evidence in academic publications or elsewhere that demonstrates an equal or better level of compression. This compression can reduce the number of GPUs or the amount of GPU memory required to run the LLM. As a result, we believe that Zapata AI is in a position to deliver highTo-~~quality~~Market ~~generative AI products and solutions that are more cost effective and environmentally friendly than products and solutions offered by our competitors that use traditional neural network techniques.~~ Strategy

~~Based~~In onthe ~~our~~public ~~benchmarks~~sector, ~~models~~Zapata ~~compressed~~has ~~with~~served ~~quantum~~as ~~techniques~~a ~~were~~prime contractor ~~more~~and ~~accurate~~collaborator ~~than~~under ~~uncompressed models of~~ the ~~same~~Defense ~~size.~~Advanced ~~Quantum-compressed~~Research ~~models~~Projects ~~also~~Agency ~~show~~(DARPA) ~~more~~Quantum ~~stable~~Benchmarking ~~performance~~(QB) ~~during~~program. ~~training,~~It ~~achieving~~was ~~more~~the only ~~consistent~~provider ~~accuracy~~chosen ~~with~~to ~~fewer~~contribute ~~training~~to ~~steps.~~all Intechnical ~~addition,~~areas we- ~~have~~TA1 ~~found~~(use-case ~~that~~identification ~~compressed~~and ~~models~~benchmark ~~can~~definition), beTA1.5 ~~trained~~(algorithm todesign and ~~the~~implementation), ~~same~~and ~~performance~~TA2 as(hardware ~~their~~resource ~~uncompressed~~estimation ~~counterparts~~and ~~using~~execution) ~~two~~- ~~orders~~covering ofthe ~~magnitude~~full ~~less~~spectrum ~~data.~~from ~~Overall,~~problem ~~this~~formulation ~~technology~~through algorithm ~~may~~development ~~significantly~~to ~~reduce~~hardware ~~the cost of training LLMs~~realization.

~~The~~Through ~~table~~this ~~below compares the accuracy of three models~~work, ~~GPT2-XL,~~Zapata adeveloped ~~version of GPT2-XL compressed with quantum techniques, and GPT2-Small, which is~~ the ~~same~~foundational methodologies ~~size as the compressed model. Both the compressed model~~ and ~~GPT2-Small~~tooling ~~are 10 times smaller than GPT2-XL. The comparison is based on the models’ F1 scores. An F1 score is a machine learning evaluation metric~~ that ~~measures~~now aunderpin ~~model’s~~its ~~accuracy.~~commercial ~~Although~~platforms, ~~some~~including ~~accuracy is lost in compressing GPT2~~Bench-XLQ, weOrquestra, ~~found~~Quantum ~~that~~Graph ~~the~~and ~~compressed~~Quantum ~~version of GPT2-XL is more accurate than the GPT2-Small model of the same size. In other words~~Pilot, ~~the~~in collaboration ~~table shows that compressing a larger model~~ with ~~quantum~~leading ~~techniques~~universities, ~~will~~government ~~yield~~research ~~more~~agencies, ~~accurate~~and ~~results~~hardware ~~than a smaller model that is the same size as the compressed model~~partners.

~~Our~~The ~~benchmarking~~Company’s ~~test~~go-to-market ~~also~~strategy ~~demonstrated~~is ~~that~~focusing on ~~models~~direct ~~compressed~~enterprise ~~with~~sales, ~~quantum~~channel ~~techniques generalize better than uncompressed models~~partnerships, ~~which~~and ~~means~~ecosystem ~~that~~collaborations. ~~the~~It ~~model~~also ~~applies~~partners ~~what~~with itstrategy ~~has~~consultancies ~~learned~~that toserve enterprise ~~new~~clients ~~data~~exploring ~~more~~quantum ~~quickly~~readiness. AsThis ~~the~~partnership-driven ~~plot~~approach ~~below~~amplifies ~~shows,~~reach ~~the~~while ~~compressed~~keeping ~~model has~~ the ~~most~~Company ~~stable~~focused ~~performance~~on its ~~during~~core ~~training,~~software ~~achieving~~and ~~more~~IP ~~consistent accuracy with fewer training steps~~development.

Faster Computational Models

We believe that the speed at which our Industrial Generative AI applications could generate new information is another important factor for enterprise companies. We have run testing that suggests that we can use quantum techniques to speed up processing time. For example, we compared the results of a traditional Monte Carlo simulation with an approach using quantum techniques on Orquestra. The Monte Carlo simulation predicts the probability of a variety of outcomes when the potential for random variables is present. It is used across a variety of fields, such as in finance to assess risks associated with an investment and project planning to arrive at informed views on the probability of completing a project within a certain timeframe.

As evidenced in the plot below, which compares the Zapata AI approach with the traditional Monte Carlo approach for European options pricing with 10 assets, we found that running the simulation on Orquestra was 8,400 times faster than the traditional Monte Carlo simulation, with the Orquestra simulation arriving at a more accurate solution in three seconds than the traditional Monte Carlo simulation model could typically arrive at in seven hours.

Optimization

Zapata AI’s technology can also be used to suggest new solutions to industrial optimization problems, particularly when making complex industrial processes more efficient. Our proprietary technique, which we call Generator Enhanced Optimization (“GEO”), uses generative models to learn from existing solutions to optimization problems and then propose better solutions. GEO is one of the solutions available as part of our Sense software.

The plot below shows that, in the context of a portfolio optimization problem, GEO (“GEO Data”) generated portfolios with lower risk than the portfolios generated by the classical optimizer (“Seed Data”), which GEO was trained on. This is an optimization paradigm that is flexible enough to address many optimization problems across industries. For example, we have applied GEO in a factory production scheduling problem in the automotive industry, in which case GEO showed similar enhancement over existing methods.

Forward Compatible with a Quantum Future

Industrial Generative AI applications running on Orquestra can use classical computing, quantum computing, or quantum-inspired architectures running on classical computers. This provides a way to solve problems today with traditional and quantum-inspired computing, while allowing our potential customers to swap in quantum backends in appropriate use cases and take advantage of the potential benefits of quantum approaches where quantum hardware provides an advantage.

Value Proposition to Customers

Our Industrial Generative AI solutions can drive better data understanding, create more accurate predictions, reduce risk, shorten time to value, and optimize decision-making. In other words, our solutions, anchored in a deep understanding of the mathematics of computationally complex problems, have the potential to help companies extract more business value from data and apply powerful tools to solve their hardest problems.

We are able to formulate a problem correctly, apply the right mathematical tools to solve it, and stand up the correct data and computing infrastructure to match the needs of the problem. Additionally, with our platform in place, our customers upgrade their computational agility and are in a position to continuously adopt the latest advances in hardware, generative AI and machine learning due to the platform’s flexible, modular framework that allows for interchangeable components.

Business Model

Our business model is to provide subscription-based offerings ~~offering~~ that ~~combines~~combine Zapata AIQuantum software—specifically the Orquestra platform and any ~~Prose~~modules such as Bench-Q, Quantum Pilot or ~~Sense~~Quantum ~~solutions~~Graph which are delivered on top of it—as well as related services to develop and efficiently deploy custom ~~Industrial~~quantum ~~Generative~~or hybrid AIquantum-classical computing applications designed to resolve our enterprise customers’ specific problems. ~~We primarily target enterprise customers who have industrial problems.~~

Our primary revenue model is based on ~~multi-year~~subscription payments ~~customer~~for ~~engagements~~our ~~where~~offerings wewhich ~~discover~~are ~~and~~utilized to develop ~~Industrial~~and ~~Generative~~efficiently AIdeploy quantum or hybrid quantum-classical computing applications. Based on our prior operating experience, these engagements typically span use ~~cases~~case ~~from~~discovery to prototyping, tobenchmarking, and ultimately production as quantum hardware advances. We ~~offer~~will ~~demonstrations~~also, ofconsistent with our ~~Industrial~~historical ~~Generative~~activity, AIselectively ~~solutions~~pursue government contracts related to ~~prospective~~the advancement of quantum computing applications as a complementary revenue source.

customers to show how they would work in practice. We also selectively pursue government contracts as a complementary revenue source. These government pursuits include, in addition to our generative AI offering, the discovery and development of quantum computing applications.

Customers and Partners

Customers

Our customers have included leading enterprise companies across multiple industries and regions. We consider enterprise organizations to be large businesses that have the size and resources to dominate a specific market. They typically operate as globally scaled, complex organizations with multiple business units and thousands, if not tens of thousands, of employees. They are primarily publicly traded entities reporting revenues exceeding $50 million, with many generating revenues in the billions of dollars. These organizations include Fortune 500 and Global 2000 companies with a diverse range of customers and are among the most recognized global brands.

For the three months ended June 30, 2024, we had two customers that represented greater than 10% of our total revenue, representing approximately 58% and 18% of total revenue recognized during such period. In total, we had five customers during the year ended December 31, 2023, including two enterprise customers and agreements with two customers that we deem to be government contracts. We have a growing pipeline of potential customers featuring Fortune 500 companies in industries including, for example, financial services, automotive, consumer goods, logistics, discrete manufacturing, defense, and life sciences industries.

Agreements with Andretti Global

One of our top customers is Andretti Global, an affiliate of the Sponsor. We provide services and software solutions pursuant to an Enterprise Solution Subscription Agreement dated February 10, 2022 (“Enterprise Solution Subscription Agreement”), pursuant to which we were engaged through December 31, 2024, coterminous with the Andretti Sponsorship Agreement (as defined below), and Andretti Global agreed to pay us $5.0 million through the approximately three-year term of the Enterprise Solution Subscription Agreement, as well as a Managed Services Agreement, dated October 1, 2022, as amended, which will terminate on December 31, 2024. Using Zapata AI’s Industrial Generative AI solutions, we have created virtual sensors that generate critical racing data that is otherwise difficult to obtain in real-time, race-day conditions. Andretti Global’s team has collected terabytes of data over 20 years, and leveraging generative models on Orquestra, we use this data to accurately model the performance of the vehicle. This modeling helps Andretti Global make better decisions to yield faster racing times.

On February 10, 2022, we also entered into a Sponsorship Agreement with Andretti Global, as amended by the First Amendment to Sponsorship Agreement, dated May 21, 2022 (collectively, the “Andretti Sponsorship Agreement”), pursuant to which Andretti Global has granted Zapata the right to specified sponsorship designations, rights, opportunities, and benefits through December 31, 2024, coterminous with the Enterprise Solution Subscription Agreement, and Zapata will pay an aggregate of $8.0 million over a period of approximately three years.

On March 28, 2024, we signed a new Order Form under the Enterprise Solution Subscription Agreement, pursuant to which Andretti Global agreed to pay us $1.0 million in three installments, with the final payment in December 2024, subject to our payment of the additional sponsorship fee to Andretti Autosport 1, LLC described below.

On March 28, 2024, we entered into an additional Sponsorship Agreement with Andretti Autosport 1, LLC, an affiliate of the Sponsor (the “Additional Andretti Sponsorship Agreement”), pursuant to which Andretti Autosport 1, LLC has granted us the right to specified sponsorship designations, brand integration and appearances through December 31, 2024, coterminous with the Enterprise Solution Subscription Agreement, for which we will pay Andretti Autosport 1, LLC an aggregate of $1.0 million in three installments, with the final payment in November 2024.

Agreements with DARPA and L3Harris

In March 2022, we were selected by DARPA, alongside several other enterprise, academic, and technology partners, to quantify the long-term utility of quantum computers. In connection with this engagement, we entered into a Technology Investment Agreement with DARPA, effective March 1, 2022 (the “Technology Investment Agreement”), pursuant to which we are developing tools for hardware-specific resource estimation for fault-tolerant quantum architecture. The initial term of the Technology Investment Agreement was 18 months for Phase I, with a unilateral modification right from DARPA to extend the agreement for an additional 18 months for Phase II, which was exercised on August 31, 2023. In connection with the Phase II work, DARPA has agreed to pay us a total of $1.5 million upon the completion of specified milestones.

We have also been subcontracted by L3Harris to develop hardware agnostic application benchmark for quantum computing applications in connection with L3Harris’s work for DARPA. We were initially engaged in September 2022 for Phase I of the project, which has been completed. On November 6, 2023, we entered into a new purchase order with L3Harris pursuant to which L3Harris agreed to pay us approximately $1.9 million in connection with Phase II upon the completion of specified milestones, with an 18-month term through April 30, 2025.

Zapata AI Partner Ecosystem

We establish relationships with technology vendors and service providers to create measurable and sustainable value and scale for Zapata AI. These partnerships have the potential to enhance, extend, and/or accelerate Zapata AI’s Industrial Generative AI solutions, market position and customer success. Additionally, the Zapata AI partner ecosystem supports our commercial and go-to-market sales strategy, which we believe will increase our ability to reach more customers and scale.

Our partnerships include alliances, engagements and collaborations with organizations across:

Services Firms, including Consulting/Advisory/System Integrators: Industry experts with domain knowledge that provide business and information technology consulting services.

Hardware Vendors: Provide critical hardware required for Industrial Generative AI software solutions across different classical paradigms and quantum computing modalities.

Software/Cloud Services: Cloud computing service providers as well as other software providers complement or extend our offerings.

Full-Stack Vendors. Provide existing and potential customers with solutions that span the value chain of computing.

Zapata AI has strong ties to leading academic institutions, research organizations and consortia around the world. These collaborations include client engagements and research that leads to the development of new techniques that we expect will ultimately enhance our offerings to customers. We are proud to have these associations, including with MIT, University of Toronto, University of Technology in Sydney, Denmark Technical University, and Mila – Quebec AI Institute.

Go-to-Market Strategy

We have a global presence, centered mostly around North America, but with several active business development activities in Asia, including Japan and Singapore, and Europe, including the United Kingdom, Spain and Denmark.

Our strategy is to focus on several strategic industries based on our current customers and customer pipeline. For these industries, we are creating and developing sales and marketing assets that could enable us to establish a dominant position within those industries. These sales and marketing assets include, or are expected to include, customer success stories and other positive messaging about our Industrial Generative AI solutions, collateral, thought leadership, demonstrations and Zapata AI participation at events. We expect that these activities will strengthen our reputation and increase customer interest in our solutions. In addition to broad, multi-industry content like our website, blog and social media outlets, such as LinkedIn and X/Twitter, we have created, and will continue to create, industry-specific materials, such as use cases, blog posts and bylines.

Our strategy involves two major routes to market:

Direct Sales: Sales to large accounts with multi-year agreements and land-and-expand account strategies.

Partners: Sales via formal and informal partnerships with system integrators and consulting services firms.

As part of our growth plans, we expect to sell to, with, and through partners, deepening the potential impact of the Zapata AI partner ecosystem. We believe we can increase revenue and achieve better margins by (i) focusing on the types of partnerships that can generate revenue in the near-term and (ii) engaging in partner sales models that preserve Zapata AI margins, specifically by co-selling with service partners that can handle the service needs of our customers.

Repeatable solutions built with services firms are a major part of our growth strategy. By repeatable solutions, we mean solutions for industry use cases that can be resold to other companies within the same industry. We expect that working with service firms will enable us to grow faster by delivering these repeatable solutions to our partners’ existing client ecosystems and leveraging our partners’ sales and post-sales resources. We believe partners will assume an active role in the sales and post-sales cycles, such as project management, strategy and transformation, change management, and data management.

Zapata AI is widely known for its expertise in the research community, as evidenced by more than 39,000 citations for research associated with Zapata AI as of August 24, 2024. We will continue to leverage thought leadership, including through conferences and engagement with the media, to build awareness of our offerings among our target customers. Publishing innovative research and collaborating with academia, research and consortia organizations is also part of our plan to drive awareness and demand for our technology.

Competition

~~Public~~The ~~Cloud~~quantum ~~Providers~~computing industry remains early and fragmented. Competition arises from (ia) hardware manufacturers developing vertically integrated stacks (e.g., IBM, IonQ, Rigetti), (b) software-focused startups (e.g., ~~Google~~Classiq, ~~Microsoft~~QC Ware, ~~Amazon~~Horizon ~~Web~~Quantum), ~~Services~~and (c) internal R&D groups within large enterprises.

~~Many~~· ~~large-scale~~Management ~~public~~believes ~~cloud~~that ~~providers~~Zapata’s ~~have~~differentiation anderives from several advantages: · Hardware agnosticism - Compatibility with all leading quantum hardware architectures; · Comprehensive stack coverage -in Participation across every technical area of DARPA’s Quantum; Benchmarking Program, providing unique insight into end-~~one~~to-end ~~machine~~application ~~learning~~development; ~~(“ML”)~~· ~~solution.~~Proprietary ~~Examples~~IP portfolio - More than 60 issued or pending patents across jurisdictions covering the critical control points of ~~these~~quantum ~~solutions~~computing ~~include~~- ~~Google~~program ~~Vertex~~compilation, ~~Azure~~optimization ~~ML Studio~~methods, and ~~AWS~~information ~~Sagemaker.~~retrieval ~~These~~- ~~cloud~~validated ~~providers~~by ~~are~~third-party ~~among~~analysis as essential to the ~~largest~~emerging ~~organizations~~quantum insoftware ~~the~~ecosystem; ~~world.~~· ~~They~~Scientific ~~are~~leadership ~~well~~- ~~established~~A ~~with~~team ~~comprehensive~~of ~~product~~world-class ~~suites,~~researchers ~~ample~~with ~~resources~~deep ~~(funding~~roots ~~and~~in ~~human~~academic ~~resources)~~quantum ~~and~~computing, ~~much~~collectively ~~wider~~holding ~~brand~~dozens ~~recognition~~of ~~than~~publications ~~Zapata~~and ~~AI.~~thousands ~~The~~of ~~size~~citations; and ~~market~~· ~~presence~~AI ofintegration ~~these~~- ~~companies~~The isuse aof ~~significant~~generative-AI ~~competitive~~and ~~challenge~~agent-based methods to ~~overcome~~augment ~~considering~~and ~~our~~automate ~~comparatively~~the ~~small~~creation ~~team~~of ~~and~~quantum ~~resources.~~algorithms, enabling order-of-magnitude gains in efficiency.

~~While~~These ~~these~~factors ~~providers~~position ~~have~~Zapata ~~robust~~as ~~and comprehensive offerings, some customers may hesitate to adopt tools provided by hyperscalers in order to avoid cloud lock-in. By contrast,~~ the ~~flexibility~~leading ~~of our Orquestra platform allows customers to build industrial generative AI applications no matter what their computing infrastructure looks like, whether on~~pure-~~premises,~~play publicly ~~multi-cloud~~traded ~~setups~~quantum orsoftware otherwise. This flexibility also allows customers to select the best pricing for compute resources critical to generative AI, such as GPUs, which can have a wide range in cost, rather than using the pricing set by their cloud provider. company

~~Enterprise AI/ML Platforms (i.e., DataRobot, Dataiku, Databricks, Domino, C3.ai, Palantir)~~ 64

~~These~~Human products are platforms aimed at customers who have internal data science capabilities looking to adopt a platform for their own use. Many of these players are very large, valued at more than a billion dollars with hundreds of millions of dollars in funding. This allows them to build and acquire competitive capabilities. We see their focus as primarily on building user-friendly interfaces for data science, aimed at simplifying a broad range of AI problems. We believe this approach can sacrifice flexibility and the ability to adopt innovative techniques, especially those that leverage specialized computing hardware in novel ways. Capital

WeAs ~~are~~of ~~focused~~December on31, ~~supporting~~2025, ~~organizations~~Zapata ~~where~~had ~~solutions~~seven ~~need a deeper level customization~~employees, three ~~more~~of ~~advanced~~whom ~~algorithms,~~are ~~and~~full-time ~~coding~~including toits ~~get~~Chief ~~the~~Executive ~~solution exactly right~~Officer. The ~~Orquestra~~Company ~~platform~~intends ~~keeps~~to ~~code~~expand asits ~~the~~headcount ~~primary~~considerably ~~interface~~upon ~~instead~~raising future offinancing ~~providing~~including ~~GUI~~the ~~tools to build solutions, or using a low~~re-~~code~~hiring ~~environment,~~of ~~which~~certain weemployees ~~believe~~who ~~provides~~were ~~developers~~ with ~~increased~~the ~~flexibility~~Company toprior ~~deliver custom algorithms~~ to ~~fit a problem. Zapata’s expertise combines with~~ its ~~code-first platform and algorithms to deliver and deploy quantum-inspired solutions~~restructuring.

MLTo ~~Tools (i.e.~~date, ~~ChatGPT~~Zapata ~~Enterprise,~~maintains ~~Weights~~good &,working ~~H20~~relationships with its employees.~~ai,~~ ~~Anyscale)~~None of our employees are subject to a collective bargaining agreement or are represented by labor unions at this time.

These ML tools are all fantastic components in a software stack. In some cases, we even employ some of the open-source offerings from these companies and would encourage our customers to adopt the solutions managed by these companies where appropriate.

We don’t seek to compete with these tools but instead offer:

Platform: A platform integrated with a complete set of tools, including some of the tools in this category, that our customers need to get solutions up and running quickly.

Services: Deep mathematical expertise to help curate the explosion of software tools and models available today in generative AI as well as traditional ML, with the goal to align these to our customers challenges in an unbiased way.

Innovative Algorithms: New algorithms that leverage quantum techniques and other advanced research to deliver unique capabilities.

Intellectual Property

We have a comprehensive IP protection strategy, both offensive and defensive, that includes patents, trade secrets, copyrights, and trademarks. As of August 22, 2024, Zapata AI has a patent portfolio of 48 patent families, including 84 total patents and patent applications. This portfolio includes 20 allowed or granted U.S. patents, 7 allowed or granted international patents, 28 pending U.S. patent provisional and non-provisional applications, and 29 pending international patent applications. Our issued patents expire beginning in 2041.

The portfolio’s makeup includes 21 “State-of-the-Art” patent families that relate directly to generative AI methods, generative AI applications, or may be used to facilitate advantages in a generative AI infrastructure. The patents in this category relate to technologies that are or could be incorporated into current product offerings. Four patents relate to classical software or architectural improvements. Seven patents exemplify advancements in generative AI that are “quantum-inspired” and have a data structure that can be utilized by either a classical computer or a quantum computer. Ten patents require the use of a quantum computer but can be implemented on a current-generation quantum computer. Note that the performance of methods requiring quantum computers is uncertain; to determine if they offer an advantage, a problem must be studied more closely because the performance of these methods is highly dependent on the quantum hardware and on the constraints and type of computational problem to be solved.

The remaining 27 patent families in the portfolio include inventions relating to “Next-Gen” quantum technology that, provided quantum computing hardware improves significantly, we anticipate will boost the capabilities and efficiency of generative AI. The patents in this category are not likely to be incorporated into a current product offering at this time, but in the future may be incorporated to allow Zapata AI to continuously improve its product offering as improvements to quantum computing hardware occur. All of these patents either require the use of a quantum computer or assist a quantum computer directly. Note that while some of these patents can be implemented on or with modern quantum computers, they are not anticipated to provide any performance advantage to the current product offering at the current state of quantum hardware readiness.

Trade secrets are also an important element of our IP strategy. Not all technical advances are conducive to patentability, particularly when such advances are entirely mathematical in nature; by law, such developments are barred from patent protection. Furthermore, some advances, if made public, would diminish the advantage between Zapata and potential competitors. For these reasons, when we seek to protect our IP developments, we firs

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