Zapata Quantum (ZPTA) director reports stock, warrant and note stakes
Filing Impact
Filing Sentiment
Form Type
3/A
Rhea-AI Filing Summary
Zapata Quantum, Inc. director William E. Klitgaard filed an amended Form 3 detailing his equity holdings. He reports direct ownership of 176,348 shares of common stock and 34,279 stock options with a $3.80 exercise price expiring in 2033.
Through the William E. Klitgaard Trust, he indirectly holds warrants and a convertible promissory note, each convertible into 1,250,000 and 2,500,000 common shares respectively at a $0.04 conversion price. Footnotes state the notes bear 10% annual interest, mature one year from issuance, and automatically convert if the company completes a securities offering with at least $5 million in gross proceeds. The notes and warrants were purchased together for $100,000, and the warrants may be exercised cashlessly when no effective resale registration statement is available.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
KLITGAARD WILLIAM E
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options (Right to Buy) | -- | -- | -- |
| holding | Convertible Promissory Note | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Options (Right to Buy) — 34,279 shares (Direct, null);
Convertible Promissory Note — 2,500,000 shares (Indirect, By William E. Klitgaard Trust);
Warrants — 1,250,000 shares (Indirect, By William E. Klitgaard Trust);
Common Stock — 176,348 shares (Direct, null)
Footnotes (1)
- The stock options are fully executed and received in accordance with the terms of the Business Combination Agreement (the "Business Combination Agreement"), dated as of September 6, 2023, by and among the Issuer, Tigre Merger Sub, Inc. and Zapata Computing, Inc. ("Private Zapata"), in exchange for an option to acquire 75,000 shares of common stock of Private Zapata. The Notes 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 convert automatically upon the Company's completion of a securities offering resulting in gross proceeds of at least $5 million. The Notes and Warrants were sold as units for which the total purchase price paid by the Reporting Person was $100,000. 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. The Notes and Warrants were sold as units for which the total purchase price paid by the Reporting Person was $100,000. The Reporting Person is the trustee for the William E. Klitgaard Trust.
Key Figures
Direct common shares: 176,348 shares
Stock options: 34,279 options
Warrant underlying shares: 1,250,000 shares
+4 more
7 metrics
Direct common shares
176,348 shares
Common stock directly owned following reported holdings
Stock options
34,279 options
Right to buy common stock at $3.80, expiring 2033-07-31
Warrant underlying shares
1,250,000 shares
Common stock underlying warrants at $0.04, indirect via trust
Convertible note underlying shares
2,500,000 shares
Common stock underlying convertible promissory note at $0.04
Conversion/exercise price
$0.04 per share
Price for both warrants and convertible promissory note
Note interest rate
10% per annum
Interest on convertible promissory note until maturity or conversion
Unit purchase price
$100,000
Total price paid for notes and warrants sold as units
Key Terms
Convertible Promissory Note, Business Combination Agreement, cashlessly, registration statement, +1 more
5 terms
Convertible Promissory Note financial
"The Notes mature on the one-year anniversary of the issuance date..."
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Business Combination Agreement financial
"in accordance with the terms of the Business Combination Agreement..."
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
cashlessly financial
"At any time when a registration statement... is not effective, the Warrants can be exercised cashlessly."
registration statement regulatory
"At any time when a registration statement registering the resale of shares..."
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
change of control financial
"subject to acceleration upon the occurrence of certain customary events of default or a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
FAQ
What equity holdings does Zapata Quantum (ZPTA) director William E. Klitgaard report?
He reports direct ownership of 176,348 Zapata Quantum common shares and 34,279 stock options. Indirectly, via the William E. Klitgaard Trust, he holds warrants and a convertible promissory note convertible into 1,250,000 and 2,500,000 common shares, respectively, at a $0.04 conversion price.
What are the key terms of the Zapata Quantum (ZPTA) convertible promissory note?
The convertible promissory note bears 10% annual interest and matures one year after issuance. It automatically converts into Zapata Quantum common stock upon completion of a securities offering with at least $5 million in gross proceeds, at a $0.04 per share conversion price.
How are the Zapata Quantum (ZPTA) warrants held by William E. Klitgaard structured?
The warrants, held indirectly through the William E. Klitgaard Trust, are exercisable into 1,250,000 Zapata Quantum common shares at a $0.04 exercise price. When no registration statement for resale is effective, the warrants may be exercised cashlessly according to the disclosed footnotes.
What did William E. Klitgaard pay for the Zapata Quantum (ZPTA) notes and warrants units?
The notes and warrants were sold together as units for a total purchase price of $100,000. This combined price covers both the 10% interest-bearing convertible promissory notes and the associated warrants, each ultimately tied to Zapata Quantum common stock at a $0.04 conversion or exercise price.
How were William E. Klitgaard’s Zapata Quantum (ZPTA) stock options originally obtained?
The stock options were received under a Business Combination Agreement involving the issuer and Zapata Computing, Inc. They were issued in exchange for an option to acquire 75,000 shares of Private Zapata common stock, effectively rolling prior option rights into options on Zapata Quantum common shares.