UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 17, 2025

ZAPATA QUANTUM, INC.

(Exact name of registrant as specified in charter)

Delaware		001-41218		98-1578373
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6 Liberty Square, #2488

Boston, MA 02109

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (857) 367-9002

(Former Name and Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.02 Unregistered Sales of Equity Securities.

From November 17, 2025 through November 20, 2025, Zapata Quantum, Inc. (the “Company”) entered into Securities Purchase Agreements (“SPA”) with accredited investors, pursuant to which the Company offered and sold 2,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) at a purchase price of $100 per share for total gross proceeds of $200,000. A summary of the material terms of the Series A was previously disclosed in the Company’s Current Report on Form 8-K filed on October 28, 2025.

The foregoing description of the terms of the SPA and Series A and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and the Certificate of Designations of the Series A, which were filed as Exhibits 10.2 and 4.1, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2025, and which are incorporated herein by reference.

The transactions were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
4.1		Certificate of Designations of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on October 28, 2025)
10.1		Form of Securities Purchase Agreement* (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on October 28, 2025)

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 21, 2025

	ZAPATA QUANTUM, INC.

	By:	/s/ Sumit Kapur
		Sumit Kapur, Chief Executive Officer

Zapata Quantum, Inc. 8-K