--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-085161" form_type: "8-K" ticker: "ZPTA" cik: "0001843714" company_name: "Zapata Quantum, Inc." filed_at: "2024-04-03T23:59:59+00:00" generated_at: "2026-06-04T02:57:34.647632+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Andretti Acquisition Corp. completes de-SPAC merger with Zapata Computing; begins trading as ZPTA ## Summary - Redemption of 6,048,595 SPAC shares at $10.99/share ($66.45M) reduced trust proceeds. - Exchange ratio of 0.9141 applied; 17,696,425 new shares and 3,016,409 options issued to Zapata holders. - Sandia forward purchase: 500k new shares at $10.99 + 1M recycled shares; reset price starts at $10.00, floor $4.50. - Senior Secured Note exchange: $14.66M principal converted to 3,257,876 shares at $4.50; $2M notes remain. - Lock-up release of 2.3M shares for preferred stockholders; common stock locked 6–12 months. ## SEC filing metadata - accession: 0001193125-24-085161 - form_type: 8-K - ticker: ZPTA - cik: 0001843714 - company_name: Zapata Quantum, Inc. - filed_at: 2024-04-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 4.01, 3.03, 5.03, 5.01, 5.02, 5.05, 5.06 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/d13242d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-085161 - JSON: https://secwatch.observer/filing/0001193125-24-085161.json - Plain text: https://secwatch.observer/filing/0001193125-24-085161.txt ## Key facts - Executive change Christopher Savoie was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: Christopher Savoie, Ph.D, J.D. 53 President, Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change William Klitgaard was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: William Klitgaard(1) 71 Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Dana Jones was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: Dana Jones(2) 48 Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Mimi Flanagan was appointed as Chief Financial Officer at Zapata Quantum, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Mimi Flanagan 61 Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Cassandra S. Lee departed as Director at Zapata Quantum, Inc.. - Action: ceased serving - Role: Director source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change James W. Keyes departed as Director at Zapata Quantum, Inc.. - Action: ceased serving - Role: Director source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change John J. Romanelli departed as Director at Zapata Quantum, Inc.. - Action: ceased serving - Role: Director source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Jeffrey Huber was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: Jeffrey Huber(1) (3) 55 Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Raj Ratnakar was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: Raj Ratnakar(2) (3) 56 Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Gerald D. Putnam departed as Director at Zapata Quantum, Inc.. - Action: ceased serving - Role: Director source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change William M. Brown departed as other_named_officer at Zapata Quantum, Inc.. - Action: ceased serving source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Michael M. Andretti departed as other_named_officer at Zapata Quantum, Inc.. - Action: ceased serving source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Zakary C. Brown departed as Director at Zapata Quantum, Inc.. - Action: ceased serving - Role: Director source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change William J. Sandbrook departed as other_named_officer at Zapata Quantum, Inc.. - Action: ceased serving source text: Effective upon the Closing, and in accordance with the terms of the Business Combination Agreement, each of Zakary C. Brown, James W. Keyes, Cassandra S. Lee, Gerald D. Putnam and John J. Romanelli ceased serving as a director of the Surviving Company, and each of William J. Sandbrook, Michael M. Andretti and William M. Brown ceased serving as an executive officer of the Surviving Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Yudong Cao was appointed as Chief Technology Officer at Zapata Quantum, Inc.. - Action: appointed - Role: Chief Technology Officer source text: Yudong Cao, Ph.D. 34 Chief Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Christopher Savoie was appointed as President and Chief Executive Officer at Zapata Quantum, Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: Christopher Savoie, Ph.D, J.D. 53 President, Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Executive change Clark Golestani was appointed as Director at Zapata Quantum, Inc.. - Action: appointed - Role: Director source text: Clark Golestani(1) (2) (3) 57 Director evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Governance Changes Zapata Quantum, Inc.: Certificate of Incorporation became effective upon filing, including amendments proposed by the Charter Proposal (effective 2024-03-28). - Change: charter amendment - Effective: 2024-03-28 source text: The Certificate of Incorporation of the Surviving Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on March 28, 2024, includes the amendments proposed by the Charter Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Governance Changes Zapata Quantum, Inc.: Bylaws of the Surviving Company were approved and adopted, effective as of the Effective Time (effective 2024-03-28). - Change: bylaw amendment - Effective: 2024-03-28 source text: On March 28, 2024, the Board approved and adopted the Bylaws of the Surviving Company (the “Bylaws”), which became effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Governance Changes Zapata Quantum, Inc.: Surviving Company ceased to be a shell company upon closing of the Merger. - Change: shell status source text: As a result of the Merger, the Surviving Company ceased to be a shell company upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - Governance Changes Zapata Quantum, Inc.: New Code of Ethics adopted for the Surviving Company’s directors, officers, and employees. - Change: code of ethics source text: In connection with the Closing, the Board approved and adopted a new Code of Ethics applicable to the Surviving Company’s directors, officers, and employees. evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm - M&A Transactions Zapata Quantum, Inc. underwent a change of control involving Andretti Acquisition Corp. (closed 2024-03-28). - Action: change of control - Counterparty: Andretti Acquisition Corp. - Closing: 2024-03-28 source text: On March 28, 2024 (the “Closing Date”), the Business Combination was consummated (the “Closing”). evidence_url: https://www.sec.gov/Archives/edgar/data/1843714/000119312524085161/0001193125-24-085161-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.