Form 8-K

8-K — Zapata Quantum, Inc.

Accession: 0001079973-26-000531

Filed: 2026-04-24

Period: 2026-04-23

CIK: 0001843714

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — zapata_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex99x1.htm)

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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):

April 23, 2026

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.

April 23, 2026, Zapata Quantum, Inc. (the “Company”) issued a press release announcing the completion of a $15 million financing.

A copy of the press release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

The

information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed

to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Incorporated

by Reference

Filed or

Furnished

Exhibit

Description

Form

Date

Number

Herewith

99.1

Press Release dated April 23, 2026

Furnished

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:

April 24, 2026

ZAPATA QUANTUM, INC.

By:

/s/ Sumit Kapur

Sumit Kapur, Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99x1.htm · Sequence: 2

Exhibit 99.1

Zapata Quantum

Completes Oversubscribed $15 Million Strategic Financing, Capping Successful Restructuring

VC-led round will

be used to scale platform and team, building on a foundation of hardware-agnostic quantum software leadership

BOSTON, MA – April 23, 2026 –

Zapata Quantum (OTC: ZPTA) (“Zapata”, “Zapata Quantum” or the “Company”), a pioneer in quantum computing

application and algorithm development, today announced the completion of an oversubscribed $15 million financing led by Triatomic Capital,

a leading technology venture capital firm, with participation from other strategic investors. The capital raise marks the final milestone

of a successful year-long restructuring effort and positions Zapata to accelerate its role in advancing the application layer of quantum

computing.

“We’ve completed our restructuring

and emerged stronger than ever,” said Sumit Kapur, Chief Executive Officer of Zapata Quantum. “This financing is a strong

vote of confidence from long-term, fundamentals-oriented investors and positions us to scale at a critical moment as quantum computing

transitions from technical progress to transformational real-world value creation.”

“Zapata stands out for its commitment

to technical rigor, deep portfolio of foundational IP, and proven experience helping enterprises advance in their quantum journey,”

said Jeff Huber, General Partner of Triatomic Capital. “We’re proud to support Zapata’s growth as it continues to demonstrate

leadership in translating quantum advantage into quantum utility.”

Leadership in Quantum Value Creation

Since emerging from Harvard’s Quantum

Computing Lab in 2017, Zapata has led foundational work advancing real-world quantum applications across Fortune 500 enterprises and the

public sector, spanning high-value domains including cryptography, pharmaceuticals, finance, materials discovery, and defense.

A recent example of Zapata’s work

highlighting quantum-enabled drug discovery was selected as one of Nature Biotechnology's top 10 scientific papers of 2025, and featured

as the journal's December 2025 cover. The study, co-authored with Dana-Farber Cancer Institute, University of Toronto, and Insilico Medicine,

focused on targeting the KRAS mutation in cancer therapy—serving as a proof point of Zapata’s capabilities and quantum computing’s

massive potential to generate viable drug candidates in the biotech domain.

Scaling at a Critical Moment for Quantum

Computing

Quantum computing is entering a phase

of increasing enterprise relevance, with rapid hardware progress fueling growing sophistication in algorithms and implementations. At

the same time, a gap remains between technical advancement and the ability to develop validated, high-value applications for enterprise

problems. Zapata is focused on closing this gap by providing enterprises with the intelligence and tooling required to move from experimentation

to production-ready solutions.

The strategic investment by Triatomic

and others underscores Zapata's mission to solve the quantum application bottleneck and represents a key next step in the company's progress

in the public market.

Funding will be used to scale Zapata’s

platform and team across science, engineering, product, and commercial functions. As an AI-native company, Zapata is structured to deploy

this capital efficiently—leveraging AI-driven development and strategic partnerships, including its collaboration with the University

of Maryland on formal validation of quantum algorithms, to extend capabilities, accelerate development, and maximize runway.

"We are already firing on all cylinders:

scientifically, technically, and commercially," said Kapur. "This capital is jet fuel. It allows us to scale across every dimension.

I couldn't be more grateful or excited for the journey ahead as we continue toward our true north as the foundational hardware-agnostic

quantum software platform.”

About Zapata Quantum

Zapata Quantum is a leading hardware-agnostic,

pure-play quantum software company focused on accelerating quantum application development. With a portfolio of more than 60 granted

and pending patents developed over seven years, Zapata supports applications across cryptography, pharmaceuticals, finance, materials

discovery, defense, and more. The Company is the only organization to have participated across all technical areas of DARPA’s Quantum

Benchmarking program and has worked with Fortune 500 enterprises and government agencies to translate quantum advances into real-world

impact. Learn more at zapataquantum.com.

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s

position and prospects in the market for quantum technologies, and the potential future growth and value creation of its business. Forward-looking

statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,”

“will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,”

“continue,” “future,” “believe,” “estimate,” “forecast,” “project,”

and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy

and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks

and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking

statements. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons,

including, without limitation, our ability to efficiently deploy capital to re-establish, grow and maintain material operations and meet

future goals and milestone targets, 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 the Middle East and Ukraine,

our ability to attract and retain key personnel, our ability 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 possibility that competitors may develop

or access technology with similar or superior capabilities to our technology offerings, and the risk factors contained in our Annual Report

on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026. Any forward-looking statement made by us in this

press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge

from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking

statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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