Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On April 9, 2026 and April 14, 2026, Zapata Quantum, Inc. (the "Company") sold and issued to accredited investors a total of 3,750 shares of Series D Convertible Preferred Stock (the "Series D"), together with Warrants (the "Warrants") to purchase a total of 4,270,098 shares of the Company's common stock, for gross proceeds of $3,750,000 (the April 9 and 14, 2026 sales, the "Offering"). The Company intends to use the net proceeds for working capital and general corporate purposes.

The offers and sales described above are part of the Company's offering of a total of up to 15,000 shares of Series D (which are convertible into 34,160,784 shares of common stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of common stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of up to $15,000,000.

As part of the Offering, the Company entered into a Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, Series D, Warrants, and Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on April 8, 2026.

In connection with the Offering, the Company has engaged Craig-Hallum Capital Group, LLC to act as lead placement agent and Odeon Capital Group LLC to act as co-lead placement agent (collectively, the "Placement Agents"). The compensation for the Placement Agents consists of: (i) the issuance of warrants to purchase an amount of common stock equal to 2% of the shares of common stock issuable upon conversion of the Series D, and (ii) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering.

The offers and sales of the securities described above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the Series D, the Warrants, the Securities Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series D Certificate of Designations, the form of Warrant, the form of Securities Purchase Agreement, and the form of Registration Rights Agreement, copies of which are incorporated by reference as Exhibits 3.1, 4.1, 10.2 and 10.2, respectively, to the Company's Current Report on Form 8-K filed on April 8, 2026 and are incorporated herein by reference.