Zapata Quantum (ZPTA) CEO reports 21.2% ownership stake

Rhea-AI Filing Summary

Zapata Quantum, Inc. insider Sumit Kapur filed an amended Schedule 13D reporting beneficial ownership of 37,595,833 shares, or 21.2% of the company’s common stock as of March 23, 2026.

The amendment notes Zapata’s recent voluntary registration of its common stock under Section 12(g), making it a mandatory reporting company that files periodic SEC reports. Kapur, the company’s Chief Executive Officer, Chief Financial Officer and a director, holds 32,500,000 restricted shares plus additional stock options, warrants and a convertible note. He states that he acquired these securities with the purpose of exercising control and has sole voting and dispositive power over his holdings.

Insights

Equity ownership and governance analyst

Kapur’s amended 13D confirms a 21.2% control‑oriented stake in Zapata Quantum.

Sumit Kapur reports beneficial ownership of 37,595,833 Zapata Quantum shares, equal to 21.2% of the 172,293,506 shares outstanding as of March 23, 2026. His stake includes restricted stock, options, warrants and a convertible note, all consolidated under his sole voting and dispositive power.

The filing states that Kapur acquired his holdings with the purpose of exercising control, reinforcing his central role as Chief Executive Officer, Chief Financial Officer and director. Zapata’s recent Section 12(g) registration means these ownership details will now appear within a broader framework of periodic SEC reporting, giving investors regular visibility into both corporate performance and major shareholdings.

The amendment also clarifies that the change in Kapur’s reported percentage stems from updated outstanding share figures and ongoing vesting of previously granted awards, rather than new large share purchases or sales. Subsequent company reports, such as Forms 10‑K, 10‑Q and 8‑K, will provide additional context around governance, capital structure and any future changes in his ownership position.

Key Figures

Beneficial ownership: 37,595,833 shares Ownership percentage: 21.2% Shares outstanding: 172,293,506 shares +5 more

8 metrics

Beneficial ownership 37,595,833 shares Shares beneficially owned by Sumit Kapur

Ownership percentage 21.2% Portion of common stock as of March 23, 2026

Shares outstanding 172,293,506 shares Outstanding common stock as of March 23, 2026

Restricted shares 32,500,000 shares Restricted common stock vesting over two years

Stock options at $1.23 325,000 shares Portion of 600,000-option grant from May 20, 2024

Convertible note shares 2,500,000 shares at $0.04 Conversion of $100,000 principal promissory note

Warrant shares 1,250,000 shares at $0.04 Five-year warrant to purchase common stock

Stock options at $0.08 1,020,834 shares Portion of two October 9, 2025 grants (291,667 + 729,167)

Key Terms

Schedule 13D, restricted shares, convertible promissory note, warrant, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

restricted shares financial

"The Reporting Person beneficially owns (i) 32,500,000 restricted shares of the Issuer's Common Stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

convertible promissory note financial

"2,500,000 shares of Common Stock issuable upon conversion of a convertible promissory note"

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.

warrant financial

"1,250,000 shares of Common Stock issuable upon exercise of a five-year warrant to purchase shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Section 12(g) regulatory

"voluntary registration by Zapata Quantum, Inc. of its common stock pursuant to Section 12(g) of the Act"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Zapata Quantum, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

98906V100

(CUSIP Number)

Lori A. Weber, Esq.
Nason Yeager Gerson Harris & Fumero P.A., 3001 PGA Blvd Ste 305
Palm Beach Gardens, FL, 33410
754-315-3147

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98906V100

1

Name of reporting person

Sumit Kapur

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 37,595,833.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 37,595,833.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

37,595,833.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Zapata Quantum, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6 Liberty Square, #2488, Boston, MASSACHUSETTS , 02109.
Item 1 Comment: This Amendment 2 amends the Schedule 13DA filed with the Securities and Exchange Commission on October 23, 2025 and is being filed to reflect the recent voluntary registration by Zapata Quantum, Inc. ("Issuer") of its common stock pursuant to Section 12(g) of the Act to enable the Issuer to become a mandatory "reporting company" subject to the Act. As a mandatory "reporting company" the Issuer is now required to make periodic disclosures including, by filing annual reports on Form 10-K, Quarterly Reports on Form 10-Q and must promptly disclose certain important events on a Form 8-K. The Reporting Person's interest in securities of the Issuer described in Item 5 below has not changed except as related to the additional vesting of previously reported grants and a decrease to the aggregate percentage beneficially owned as calculated based upon the Issuer's outstanding shares as of March 23, 2026.
Item 2.	Identity and Background
(a)	Sumit Kapur
(b)	6 Liberty Square, #2488, Boston MA 02109
(c)	Mr. Kapur is the Chief Executive Officer, Chief Financial Officer and Director of Zapata Quantum, Inc.
(d)	During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years the Reporting Person has not been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On October 9, 2025, the Reporting Person received (i) 1,000,000 stock options, vesting in equal monthly increments over two years, with the first vesting date to occur on November 9, 2025, subject to continued services as a director with the Company as of each applicable vesting date and (ii) 5,000,000 stock options, vesting in equal monthly installments over four years, subject to continued employment with the Company as of each applicable vesting date.
Item 4.	Purpose of Transaction
	The Reporting Person is the Chief Executive Officer, Chief Financial Officer and Director of the Issuer. He acquired all of his securities with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns (i) 32,500,000 restricted shares of the Issuer's Common Stock, vesting in equal monthly installments over a two-year period; (ii) 325,000 shares of Common Stock underlying stock options, which represent a portion of a grant of 600,000 stock options on May 20, 2024 with an exercise price of $1.23 per share, the remainder of which vests in equal monthly increments over three years from March 13, 2025; (iii) 2,500,000 shares of Common Stock issuable upon conversion of a convertible promissory note in the principal amount of $100,000 with a conversion price of $0.04 per share, (iv) 1,250,000 shares of Common Stock issuable upon exercise of a five-year warrant to purchase shares of Common Stock with an exercise price of $0.04 per share, (v) 291,667 shares of Common Stock underlying stock options, which represent a portion of a grant of 1,000,000 stock options on October 9, 2025 with an exercise price of $0.08 per share, the remainder of which vests in equal monthly increments over two years, and (vi) 729,167 shares of Common Stock underlying stock options, which represent a portion of a grant of 5,000,000 stock options on October 9, 2025 with an exercise price of $0.08 per share, the remainder of which vests in equal monthly increments over four years. The above number of shares amounts to approximately 21.2% of the 172,293,506 outstanding shares of common stock as of March 23, 2026.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sumit Kapur

Signature:	/s/ Sumit Kapur
Name/Title:	Sumit Kapur, individually
Date:	05/04/2026

FAQ

How much of Zapata Quantum (ZPTA) does Sumit Kapur currently beneficially own?

Sumit Kapur beneficially owns 37,595,833 shares of Zapata Quantum common stock, representing about 21.2% of 172,293,506 outstanding shares as of March 23, 2026. This total includes restricted shares, stock options, warrants and shares issuable from a convertible promissory note.

What types of securities make up Sumit Kapur’s 21.2% stake in Zapata Quantum (ZPTA)?

Kapur’s stake includes 32,500,000 restricted common shares, several tranches of stock options with exercise prices of $1.23 and $0.08, a five-year warrant for 1,250,000 shares at $0.04, and 2,500,000 shares issuable from a $100,000 convertible promissory note at $0.04 per share.

Why did Zapata Quantum (ZPTA) become a mandatory reporting company?

Zapata Quantum voluntarily registered its common stock under Section 12(g) of the Exchange Act, making it a mandatory reporting company. This requires periodic disclosures, including annual Form 10-K reports, quarterly Form 10-Q reports and prompt Form 8-K filings for certain significant events.

Has Sumit Kapur’s percentage ownership in Zapata Quantum (ZPTA) changed recently?

The filing notes Kapur’s interest in Zapata Quantum securities is largely unchanged except for additional vesting from previously reported grants. His aggregate percentage decreased because it is recalculated against 172,293,506 outstanding shares of common stock as of March 23, 2026, rather than prior share counts.

What is Sumit Kapur’s stated purpose for holding Zapata Quantum (ZPTA) securities?

Kapur states he acquired all of his Zapata Quantum securities with the purpose of exercising control. He serves as Chief Executive Officer, Chief Financial Officer and director, and the filing confirms he has sole voting and dispositive power over the shares he beneficially owns.

Did Sumit Kapur trade Zapata Quantum (ZPTA) stock in the last 60 days?

The document states that, other than the option grants described in Item 3, Kapur did not engage in any transactions in Zapata Quantum common stock during the past 60 days. This clarifies that recent changes mainly reflect vesting and updated outstanding share figures, not active market trading.