Current Report
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 13, 2025

 

ZAPATA COMPUTING HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-41218   98-1578373
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Zapata Computing Inc.
6 Liberty Square
, #2488

Boston, MA 02109

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code:  (857) 367-9002

 

 100 Federal Street, Floor 20

Boston, MA 02110

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ¨

 

 
 
 
 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)

 

On June 13, 2025, the Board of Directors of Zapata Computing Holdings, Inc. (the “Company”) approved and the Company granted to each of Sumit Kapur, the Company’s Chief Executive Officer and sole officer and Clark Golestani, the Company’s sole director, a grant of 32,500,000 shares of restricted common stock (the “Shares”). The Shares vest in equal monthly installments for a two-year period beginning on the grant date, provided that if the Mr. Kapur is terminated by the Company other than for cause or Mr. Golestani is not re-elected by the shareholders, such vesting will accelerate and all unvested Shares shall become fully vested.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

        Incorporated by Reference  

Filed or

Furnished

Exhibit #   Exhibit Description   Form   Date   Number   Herewith
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)               Filed

 

 

 

 

 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 20, 2025

 

  ZAPATA COMPUTING HOLDINGS, INC.
     
  By: /s/ Sumit Kapur
    Sumit Kapur, Chief Executive Officer