[8-K] ZAPATA COMPUTING HOLDINGS Reports Material Event

Rhea-AI Filing Summary

Amendment No. 5 to Schedule 13D discloses that the Silver Lake–affiliated reporting persons (Global Blue Holding L.P., SL Globetrotter L.P., SL Globetrotter GP Ltd., Silver Lake Technology Associates III Cayman L.P. and Silver Lake (Offshore) AIV GP III Ltd.) have tendered all of their equity interests in Global Blue Group Holding AG (“GB”) in connection with the cash tender offer launched by Shift4 Payments, Inc. and its Swiss merger subsidiary.

The offer, which commenced on 21 March 2025 and expired one minute after 11:59 p.m. (NYC time) on 2 July 2025, met all conditions. The Silver Lake vehicles tendered:

• 34,871,499 ordinary shares held by Cayman Holdings at $7.50 per share
• 4,939,137 Series A preferred shares (convertible into ordinary shares) at $10.00 per share
• 91,230,811 ordinary shares held by Globetrotter at $7.50 per share
• 11,970,487 Series A preferred shares held by Globetrotter at $10.00 per share

In addition, 2,701,935 Global Blue warrants (Cayman Holdings) and 6,548,415 warrants (Globetrotter) were cashed-out and are no longer exercisable. As a result of these transactions, the reporting persons now report 0 shares beneficially owned (0.0% of the class) and thereby cease to be 5% holders as of 3 July 2025.

Following completion of the offer, director Joseph Osnoss resigned from the Global Blue board. The filing attaches an amended Annex A listing directors of the Silver Lake general partners and adds Exhibit 99.1 containing that information.

This amendment is limited to updating ownership, identity disclosures and purpose-of-transaction details; all other information in prior filings remains unchanged.

Positive

• Completion of Shift4 tender offer provides shareholders with immediate cash at $7.50 per ordinary share and $10 per Series A preferred, crystallising value.
• Over 142 million shares and 9.25 million warrants were tendered, eliminating a sizable private-equity overhang and simplifying the cap table.

Negative

• Silver Lake’s exit removes a long-term strategic investor, potentially reducing institutional support and signalling full control by Shift4.
• Resignation of director Joseph Osnoss creates short-term governance transition risk until a new board structure is confirmed.

Insights

Financial Analyst

TL;DR Shift4’s tender offer closed; Silver Lake tendered 100% of its 142 M+ shares & warrants, exiting Global Blue at $7.50/$10 cash.

Impact assessment: The transaction removes a large private-equity overhang and confirms a full change-of-control at pre-negotiated cash prices. The roughly US$1.2 billion gross proceeds to Silver Lake (142 M ordinary-share equivalents × blended price ≈ $8.4) suggest a clean exit and validate the valuation underlying Shift4’s strategic expansion into tax-free shopping payments. For remaining public investors, liquidity is now concentrated in Shift4’s hands, and the free float will shrink sharply once merger mechanics complete, implying potential delisting down the line. While price terms were announced in February, the filing provides final confirmation that all shares were accepted and paid. Governance shifts are underway—Joseph Osnoss’s resignation foreshadows a reconstituted board aligned with Shift4.

Corporate Governance Expert

TL;DR Silver Lake’s exit ends its board representation; control passes to Shift4, triggering governance realignment.

The amendment documents the formal relinquishment of equity and board influence by Silver Lake. With zero ownership, its affiliated director resigned, eliminating potential conflict-of-interest issues during post-merger integration. The Schedule 13D amendment also satisfies Section 13(d) requirements by noting cessation of 5% ownership. Investors should monitor subsequent filings for board re-composition, potential squeeze-out or listing status changes. From a compliance standpoint, the clean break reduces related-party complexities in future disclosures.

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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 27, 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

(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 1.01 Entry Into a Material Definitive Agreement

Securities Purchase Agreement, Convertible Promissory Note, and Warrants

On June 27, 2025, the Zapata Computing Holdings, Inc. (the “Company”) completed the second closing under the Securities Purchase Agreement dated June 12, 2025 (the “Purchase Agreement”) with accredited investors pursuant to which the Company sold and issued secured convertible promissory notes (“Notes”) and warrants to purchase 4,375,000 shares of Common Stock (“Warrants”) for total gross proceeds of $350,000. The Company intends to use the net proceeds for working capital and general corporate purposes. As a result of the second closing, the Company has now sold the maximum offering amount of $3,000,000 under the Purchase Agreement.

The Notes have a principal amount equal to the loan amount, mature on the one-year anniversary of the issuance date (subject to acceleration upon the occurrence of certain customary events of default or a change of control), and bear 10% per annum interest. The Notes are convertible into shares of the Company’s common stock at the option of the holder based on a conversion price of $0.04 per share, subject to certain adjustments. The Notes convert automatically upon the Company’s completion of a securities offering resulting in gross proceeds of at least $5 million.

The Warrants have a term of five years. The Warrants have an exercise price of $0.04 per share, subject to certain adjustments. At any time when a registration statement registering the resale of shares issuable upon exercise of the Warrants is not effective, the Warrants can be exercised cashlessly by the holders.

Security Agreement and Intercreditor Agreement

The obligations evidenced by the Notes are secured by the assets of the Company and its subsidiaries pursuant to a Security Agreement entered into between the Company, its subsidiaries and the collateral agent on behalf of the Note holders. In addition, the Company entered into an Intercreditor Agreement with the collateral agent and the Company’s secured lender prior to the issuance of Notes under the Purchase Agreement providing for the relative rights with respect to the secured obligations of the Company and its subsidiaries in favor of the Company’s secured lenders.

Universal Resale and Registration Provisions

In connection with each of the transactions described above, the Company and counterparties who received common stock or derivative securities entered into certain Universal Resale and Registration Provisions pursuant to which such recipients agreed to certain lock-up provisions and the Company agreed to provide such recipients with certain registration rights with respect to such recipients’ common stock, as previously disclosed in the Company’s Current Report on Form 8-K filed on June 18, 2025 in connection with the first closing under the Purchase Agreement.

Exhibits

The foregoing descriptions of the transactions, securities and related matters described in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the referenced documents, forms of which are filed as Exhibits 4.1 through 10.4 of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities

All of the securities issued in the transactions referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
4.1		Form of Note		8-K		6/18/2025		4.1
4.2		Form of Warrant		8-K		6/18/2025		4.2
10.1		Form of Securities Purchase Agreement*		8-K		6/18/2025		10.2
10.2		Form of Universal Resale and Registration Provisions*		8-K		6/18/2025		10.4
10.3		Form of Security Agreement*		8-K		6/18/2025		10.5
10.4		Form of Intercreditor Agreement		8-K		6/18/2025		10.6
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)								Filed

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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: July 3, 2025

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

FAQ

What did Schedule 13D/A reveal about Silver Lake's stake in GB?

The filing shows Silver Lake entities now own 0 shares (0.0%) after tendering all holdings to Shift4.

How many Global Blue shares were tendered and at what price?

Silver Lake tendered 126,102,310 ordinary-share equivalents at $7.50 and 16,909,624 Series A preferred at $10.00.

When did Shift4's tender offer for Global Blue expire?

The offer expired one minute after 11:59 p.m. on 2 July 2025 (New York City time).

What happened to Global Blue warrants held by Silver Lake?

A total of 9,250,350 warrants were cashed out and are no longer exercisable for ordinary shares.

Did any board members resign following the transaction?

Yes. Joseph Osnoss, a Silver Lake affiliate, resigned from Global Blue’s board after the tender offer closed.