Zapata Computing Holdings Inc 2024年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number:000-41218 (Exact name of registrant as specified in charter) Delaware98-1578373(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.0001 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of December 29,2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $6,696,894 basedupon the last sales price of the common stock as of such date. Solely for purposes of this disclosure, shares of common stock held byexecutive officers, directors and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such datehave been excluded because such persons may be deemed to be affiliates. As of November 30, 2025, the registrant had 162,580,506 shares of its common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS PAGEPART IItem 1Business1Item 1ARisk Factors7Item 1BUnresolved Staff Comments33Item 1CCybersecurity34Item 2Properties34Item 3Legal Proceedings34Item 4Mine Safety Disclosures34PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities35Item 6[Reserved]35Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations36Item 7AQuantitative and Qualitative Disclosures About Market Risk53Item 8Financial Statements and Supplementary DataF-1Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure54Item 9AControls and Procedures54Item 9BOther Information55Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections55PART IIIItem 10Directors, Executive Officers and Corporate Governance56Item 11Executive Compensation60Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters63Item 13Certain Relationships and Related Transactions, and Director Independence64Item 14Prin