Zapata Quantum Inc美股招股说明书(2026-08-11版)

Zapata Quantum, Inc. 56,816,391 Shares of Common stock This Prospectus is a part of the registration statement which relates to the sale or other disposition from time to time by the sellingstockholders identified in this Prospectus (the “Selling Stockholders”) of up to 56,816,391 shares of the Common Stock, par value$0.0001 per share (“Common Stock”) of Zapata Quantum, Inc. (“Zapata,” the “Company,” “we,” “our” and “us”). The shares of Common Stock to which this Prospectus relates consist of the following: (i) up to 4,892,000 shares of Common Stockwhich may be issued upon the conversion of Series C Convertible Preferred Stock issued in 2025 in satisfaction of certain obligationsof the Company contained in the Consent and the Conversion Agreements the Company entered into in 2025 (the “Series C”), (ii) upto 34,160,786 shares of Common Stock which may be issued upon the conversion of Series D Convertible Preferred Stock issued in2026 (the “Series D”), (iii) up to 17,080,390 shares of Common Stock which may be issued upon the exercise of warrants issued inconnection with the Series D in 2026 (the “2026 Warrants”), and (iv) up to 683,215 shares of Common Stock which may be issuedupon the exercise of warrants issued in 2026 in connection with certain financing activities (the “2026 Financing Activity Warrants,”together with the 2026 Warrants and the 2025 Warrants, the “Warrants”, and all securities referred to in (i) through (iv) above,collectively, the “Convertible Securities”). All of the Common Stock, when sold, will be sold by the Selling Stockholders. We are not selling any Common Stock under thisProspectus and will not receive any of the proceeds from the sale or other disposition of the Common Stock by the sellingstockholders. We will, however, receive the net proceeds of any Warrants exercised for cash, if any. The Selling Stockholders receivedshares of Common Stock, and became entitled to receive the shares of Common Stock which are issuable upon their conversion orexercise of the Convertible Securities, which shares of Common Stock are in each such case offered by this Prospectus, in privateplacement transactions consummated from June 2025 through April 2026 in reliance on exemptions from registration under theSecurities Act of 1933 (the “Securities Act”). Please see the section entitled “Private Placements” on page 40 of this Prospectus formore information. The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this Prospectus in a number of differentways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of theCommon Stock covered by this Prospectus in the section entitled “Plan of Distribution” on page 43. For information on the sellingstockholders, see the section entitled “Selling Stockholders” on page 81 of this Prospectus. Discounts, concessions, commissions andsimilar selling expenses attributable to the sale of Common Stock covered by this Prospectus will be borne by the SellingStockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to theregistration of the Common Stock with the Securities and Exchange Commission (the “SEC”). Our Common Stock is currently traded on the OTCQB under the symbol “ZPTA.” On July 8, 2026 the last reported sales price for ourCommon Stock was $1.03 per share. Prospective purchasers of our securities are urged to obtain current information as to the marketprices of our securities, where applicable. An investment in our securities is subject to certain risks and should be made only by persons or entities able to bear the riskof and to withstand the total loss of their investment. Prospective investors should carefully consider and review the “RiskFactors” beginning on page 8. Neither the U.S. Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is acriminal offense. This Prospectus is dated August 10, 2026 Table of Contents PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1FREQUENTLY USED TERMS2PROSPECTUS SUMMARY3RISK FACTORS8THE PRIVATE PLACEMENTS40USE OF PROCEEDS42PLAN OF DISTRIBUTION43DIVIDEND POLICY45MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS46BUSINESS60MARKET FOR COMMON STOCK69MANAGEMENT70CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS71EXECUTIVE COMPENSATION72PRINCIPAL STOCKHOLDERS75DESCRIPTION OF OUR SECURITIES78THE SELLING STOCKHOLDERS81DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES84LEGAL PROCEEDINGS84LEGAL MATTERS84EXPERTS84WHERE YOU CAN FIND MORE INFORMATION85FINANCIAL STATEMENTSF-1 The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and salesare permit