SEC FORM 3/A

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KLITGAARD WILLIAM E

(Last)

(First)

(Middle)

C/O ZAPATA QUANTUM, INC.

6 LIBERTY SQUARE, #2488

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2026

3. Issuer Name and Ticker or Trading Symbol
Zapata Quantum, Inc. [ ZPTA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/10/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	176,348	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	07/31/2033	Common Stock	34,279	$3.8	D
Convertible Promissory Note⁽²⁾	06/12/2025	06/12/2026	Common Stock	2,500,000	$0.04	I	By William E. Klitgaard Trust⁽⁴⁾
Warrants⁽³⁾	06/12/2025	06/12/2030	Common Stock	1,250,000	$0.04	I	By William E. Klitgaard Trust⁽⁴⁾

Explanation of Responses:

1. The stock options are fully executed and received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement"), dated as of September 6, 2023, by and among the Issuer, Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for an option to acquire 75,000 shares of common stock of Private Zapata.

2. The Notes mature on the one-year anniversary of the issuance date (subject to acceleration upon the occurrence of certain customary events of default or a change of control) and bear 10% per annum interest. The Notes convert automatically upon the Company's completion of a securities offering resulting in gross proceeds of at least $5 million. The Notes and Warrants were sold as units for which the total purchase price paid by the Reporting Person was $100,000.

3. At any time when a registration statement registering the resale of shares issuable upon exercise of the Warrants is not effective, the Warrants can be exercised cashlessly. The Notes and Warrants were sold as units for which the total purchase price paid by the Reporting Person was $100,000.

4. The Reporting Person is the trustee for the William E. Klitgaard Trust.

Remarks:

The original Form 3 was filed at a time when the Issuer was subject to Section 12(b) of the Securities Exchange Act of 1934. That registration was subsequently withdrawn. The Issuer became subject to the reporting requirements under Section 12(g) of the Securities Exchange Act of 1934 on May 1, 2026. The Form 3 is now being amended to comply with the reporting requirements under Section 12(g).

	/s/ William E. Klitgaard	05/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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