☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedJune 30, 2026 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:001-41218 Zapata Quantum, Inc. (Exact name of registrant as specified in charter) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Indicate by checkmark whether the registrant has (1) 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 during the preceding 12 months (or for such shorter period that the registrant was required tosubmit and post such files). Yes☒No☐ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of August 3, 2026, the issuer had 187,328,921 shares of its common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS Item 1Financial Statements3Condensed Consolidated Balance Sheets – As of June 30, 2026 (Unaudited) and December 31, 20253Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) – For the Three and SixMonths Ended June 30, 2026 and 20254Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) – Forthe Three and Six Months Ended June 30, 2026 and 20255Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Six Months Ended June 30, 2026 and20257Notes to Condensed Consolidated Financial Statements (Unaudited)8 Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3Quantitative and Qualitative Disclosures About Market Risk30Item 4Controls and Procedures30 Part II - Other Information Item 1Legal Proceedings32Item 1ARisk Factors32Item 2Unregistered Sales of Equity Securities and Use of Proceeds32Item 3Defaults Upon Senior Securities32Item 4Mine Safety Disclosures32Item 5Other Information32Item 6Exhibits33 PART I—FINANCIAL INFORMATION ZAPATA QUANTUM, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share amounts) ZAPATA QUANTUM, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(UNAUDITED)(In thousands, except share and per share amounts) ZAPATA QUANTUM, INC.CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’DEFICIT(UNAUDITED) For the three months ended June 30, 2026(In thousands, except share amounts) ZAPATA QUANTUM, INC.CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’DEFICIT(UNAUDITED) For the three months ended June 30, 2025(In thousands, except share amounts) ZAPATA QUANTUM, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)(In thousands) ZAPATA QUANTUM, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)(Dollar amounts in thousands, except per share and share amounts) 1. Nature of the Business and Basis of Presentation Zapata Quantum, Inc. (the “Company”, “we”, “us”, or “our”), following a strategic realignment in 2025, offers solutions toefficiently deploy and accelerate the development of quantum and hybrid quantum-classical computing applications. These solutionsinclude software and software tools supported by services. Its software platform is based on patented technology and supports a widerange of use cases in cryptography, pharmaceuticals, manufacturing, materials discovery and defense. These planned operations aresubject to the Company raising sufficient capital. The Company has worked with Fortune 500 enterprises and government agencies tounlock the potential of quantum computing. The accompanying condensed consolidated financial statements of the Company have been prepared in conformity withaccounting principles gener