Zapata Quantum, Inc.

This registration statement, of which this prospectus is a part, contains forward-looking statements. Statements regarding the potential combination and expectations regarding the combined business are “forward looking statements.” In addition, words such as “estimates,” “expects,” “anticipates,” “assumes,” “suggests,” “projects,” “forecasts,” “seeks,” “plans,” “possible,” “potential,” “aims,” “intends,” “believes,” “seeks,” “may,” “might,” “will,” “would,” “should,” “can”, “could,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

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our ability to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all, including pursuant to the 2023 Purchase Agreement and the 2024 Purchase Agreement;

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our ability to maintain the listing of our Common Stock on the Nasdaq Global Market and our Warrants on the Nasdaq Capital Market, and the potential liquidity and trading of such securities;

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our ability to realized anticipated benefits of the Merger;

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the anticipated continued interest and growth of the generative artificial intelligence (“AI”) industry;

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our ability to grow and manage such growth and expanding operations profitably;

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our ability to build and maintain relationships with new customers and partners, maintain existing relationships with customers and partners, and compete with existing and new competitors in existing and new markets and offerings;

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risks that our intellectual property (“IP”) will not provide the desired competitive advantage;

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various conflicts of interest that could arise among the Company, its affiliates, investors and partner managers;

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the restrictions on our incurring additional indebtedness while the Senior Secured Notes are outstanding;

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our success in retaining or recruiting, or implementing changes required in, our officers, key employees or directors;

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our ability to retain existing employees and attract and retain new employees with sufficient expertise in algorithm development, product development, software engineering and support services;

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intense competition and competitive pressures from other companies in the industry in which we operate;

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factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;

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our ability to pay deferred expenses related to the Merger as they come due;

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our ability to achieve or maintain profitability;

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our financial performance;

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a decline in the price of our securities if we fail to meet the expectations of investors or securities analysts;

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our ability to improve our operational, financial and management controls;

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the risk that our reporting and compliance obligations as a publicly-traded company disrupts our current plans and operations;

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increased costs associated with operating as a public company;

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our ability to build, maintain and enhance awareness of our brand;

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the performance of our products and services;

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unanticipated technological or project development challenges, including with respect to the cost and or timing thereof;

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The forward-looking statements contained in this registration statement, of which this prospectus is a part, are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.