Zapata Quantum, Inc.

Table of Contents

Registration No. 333-_______

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Zapata Quantum, Inc.**

**(Exact name of Registrant as specified in its charter)

6 Liberty Square, #2488

**Boston, MA,02109

(857)367-9002

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

**Sumit Kapur

Chief Executive Officer

Zapata Quantum, Inc.

6 Liberty Square, #2488

**Boston, MA, 02109

(857) 367-9002

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

Copies to:

**Michael Harris, Esq.

Constantine Christakis, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

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 of 1933, 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 of 1933, 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 of 1933, 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 of 1934.

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.☐

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 of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this 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 prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated June 5, 2026

PROSPECTUS

Zapata Quantum, Inc.

56,816,391 Shares of Common stock

This Prospectus is a part of the registration statement which relates to the sale or other disposition from time to time by the selling stockholders identified in this Prospectus (the “Selling Stockholders”) of up to 56,816,391 shares of the Common Stock, par value $0.0001 per share (“Common Stock”) of Zapata Quantum, Inc. (“Zapata,” the “Company,” “we,” “our” and “us”).

The shares of Common Stock to which this Prospectus relates consist of the following: (i) up to 4,892,000 shares of Common Stock which may be issued upon the conversion of Series C Convertible Preferred Stock issued in 2025 in satisfaction of certain obligations of the Company contained in the Consent and the Conversion Agreements the Company entered into in 2025 (the “Series C”), (ii) up to 34,160,786 shares of Common Stock which may be issued upon the conversion of Series D Convertible Preferred Stock issued in 2026 (the “Series D”), (iii) up to 17,080,390 shares of Common Stock which may be issued upon the exercise of warrants issued in connection with the Series D in 2026 (the “2026 Warrants”), and (iv) up to 683,215 shares of Common Stock which may be issued upon the exercise of warrants issued in 2026 in connection with certain financing activities (the “2026 Financing Activity Warrants,” together with the 2026 Warrants and the 2025 Warrants, the “Warrants”, and all securities referred to in (i) through (iv) above, collectively, the “Convertible Securities”).

All of the Common Stock, when sold, will be sold by the Selling Stockholders. We are not selling any Common Stock under this Prospectus and will not receive any of the proceeds from the sale or other disposition of the Common Stock by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash, if any. The Selling Stockholders received shares of Common Stock, and became entitled to receive the shares of Common Stock which are issuable upon their conversion or exercise of the Convertible Securities, which shares of Common Stock are in each such case offered by this Prospectus, in private placement transactions consummated from June 2025 through April 2026 in reliance on exemptions from registration under the Securities Act of 1933 (the “Securities Act”). Please see the section entitled “Private Placements” on page 40 of this Prospectus for more information.

The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this Prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this Prospectus in the section entitled “Plan of Distribution” on page 43. For information on the selling stockholders, see the section entitled “Selling Stockholders” on page 80 of this Prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this Prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission (the “SEC”).

Our Common Stock is currently traded on the OTCID Basic Market under the symbol “ZPTA.” On June 3, 2026 the last reported sales price for our Common Stock was $0.90 per share. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

An investment in our securities is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the “Risk Factors” beginning on page 8.

Neither the U.S. Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Prospectus is dated _______________, 202