UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On November 26, 2025, Zapata Quantum, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with an accredited investor, pursuant to which the Company offered and sold 1,000 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 $100,000. 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. Reference is also made to the disclosure set forth in the Company’s Current Reports on Form 8-K filed on October 28, 2025, November 6, 2025 and November 21, 2025, which disclosure is also incorporated herein by reference.
The transaction was 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) |
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* 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.
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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: December 1, 2025
| ZAPATA QUANTUM, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||