Zapata Quantum, Inc.

As filed with the U.S. Securities and Exchange Commission on April 23, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Zapata Computing Holdings Inc.

(Exact name of registrant as specified in its charter)

100 Federal Street, Floor 20

Boston,

MA

(844)492-7282

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Savoie

President and Chief Executive Officer

100 Federal Street, Floor 20

Boston,

MA

(844)

492-7282

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stacie S. Aarestad

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Tel: (617)

832-1000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the

same

offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act.☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration

Statement

on Form S-1 (referred to herein as this registration statement) will be used as a combined prospectus in connection with this registration statement and the registrant’s Registration Statement on Form S-4 (File No. 333-275207), that was originally declared effective by the Securities and Exchange Commission on January 29, 2024 (as amended, the “Prior Registration Statement”). Accordingly, this registration statement also constitutes Post-Effective Amendment No. 1 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 23, 2024

Zapata Computing Holdings Inc.

15,850,336 Shares of Common Stock

13,550,000 Warrants to Purchase Shares of Common Stock

25,049,982 Shares of Common Stock Underlying Warrants

This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (the “Selling Securityholders”) of:

In addition, this prospectus relates to (i) the offer and sale from time to time by the Selling Securityholders of up to 13,550,000 shares of Common Stock issuable upon exercise of the Private Warrants and (ii) the issuance by us of up to 25,049,982 shares of Common Stock that are issuable by us upon the exercise of Warrants. The Warrants each entitle the holder thereof to purchase one share of Common Stock for $11.50 per share.

The Selling Securityholders may offer, sell or distribute all or a portion of the securities registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the Common Stock or Warrants, except with respect to amounts we may receive upon the exercise of the Warrants. Whether warrantholders will exercise their Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of the Common Stock, the last reported sales price for which was $1.73 per share on April 22, 2024. Each Warrant is exercisable for one share of Common Stock at an exercise price of $11.50. Therefore, while the trading price of the Common Stock is less than the exercise price per share of approximately $11.50, we expect that warrantholders would not exercise their Warrants. We could receive up to an aggregate of approximately $288.1 million if all of the Warrants are exercised for cash, but we would only receive such proceeds if and when the warrantholders exercise the Warrants. The Warrants may not be or remain in the money during the period they are exercisable and prior to their expiration, and the Warrants may not be exercised prior to their maturity on March 28, 2029, even if they are in the money, and as such, the Warrants may expire worthless and we may receive minimal proceeds, if any, from the exercise of Warrants. To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not expect to rely on the cash exercise of Warrants to fund our operations. Instead, we intend to rely on other sources of cash discussed elsewhere in this prospectus to continue to fund our operations. See “Use of Proceeds.”

We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock or Warrants. See “Plan of Distribution.”

Due to the significant number of shares of Class A Common Stock (as defined below) that were redeemed in connection with the Merger, the number of shares of Common Stock that we may issue or the Selling Securityholders can sell into the public markets pursuant to this prospectus may exceed our public float. As a result, the issuance or resale of shares of Common Stock pursuant to this prospectus could have a significant negative impact on the trading price of the shares of Common Stock. This impact may be heightened by the fact that, as described above, certain of the Selling Securityholders purchased, or are able to purchase, Common Stock at prices that are well below the current trading price of the Common Stock. The 40,900,318 shares of Common Stock (including Common Stock underlying Warrants) that may be issued or resold pursuant to this prospectus represent approximately 141% of the Common Stock outstanding as of March 28, 2024 (approximately 67% on a fully-diluted basis). In addition, we have filed a separate registration statement (the “Lincoln Park Registration Statement”) registering the resale by Lincoln Park of up to 13,000,000 shares of Common Stock pursuant to the Purchase Agreement (as defined below), which was declared effective on April 18, 2024. On a combined basis with the 40,900,318 shares of Common Stock being registered on this registration statement, we have registered or are registering 53,900,318 shares of Common Stock that may be issued or resold pursuant to the registration statements from time to time representing approximately 185% of the Common Stock outstanding as of March 28, 2024 (approximately 89% on a fully-diluted basis). Any sales of shares of Common Stock by Lincoln Park pursuant to the Purchase Agreement could similarly have a significant negative impact on the trading price of our Common Stock.

Our Common Stock is listed on the Nasdaq Global Market and our warrants to purchase Common Stock (the “Warrants”) are listed on the Nasdaq Capital Market (together with the Nasdaq Global Market, “Nasdaq”) under the symbols “ZPTA” and “ZPTAW,” respectively. On April 22, 2024, the last reported sales price of Common Stock, as reported by Nasdaq, was $1.73 per share, and the last reported sales price of the Warrants on Nasdaq was $0.149 per warrant.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings.

Investing in Common Stock is highly speculative and involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 21 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Common Stock or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024