Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Zapata Computing Holdings Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
G26735103 (CUSIP Number) |
Constantine Christakis, Esq. Nason Yeager Gerson Harris & Fumero P.A., 3001 PGA Blvd Ste 305 Palm Beach Gardens, FL, 33410 561-686-3307 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/13/2025 (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).
SCHEDULE 13D
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| CUSIP No. | G26735103 |
| 1 |
Name of reporting person
Sumit Kapur | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
36,487,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Zapata Computing Holdings Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6 Liberty Square, #2488, Boston,
MASSACHUSETTS
, 02109. |
| Item 2. | Identity and Background |
| (a) | Sumit Kapur |
| (b) | 6 Liberty Square, #2488, Boston MA 02109 |
| (c) | Mr. Kapur is the Chief Executive Officer of Zapata Computing Holdings 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 enjoying 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 June 13, 2025, the Reporting Person received 32,500,000 restricted shares of the Issuer's common stock, vesting in equal monthly installments over a two-year period. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is the Chief Executive Officer 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 32,500,000 restricted shares of the Issuer's common stock, vesting in equal monthly installments over a two-year period; (ii) 237,500 shares of common stock underlying vested stock options; (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 and (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. The amount does not include 362,500 stock options, which vest in equal monthly installments until March 1, 2028.The above number of shares amounts to approximately 22.5% of the 157,911,506 outstanding shares of common stock as of August 20, 2025. |
| (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.
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