Zapata Quantum (ZPTA) director holds 20.9% stake in company

Rhea-AI Filing Summary

Clark Golestani filed Amendment No. 2 to his Schedule 13D for Zapata Quantum, Inc. after the company voluntarily registered its common stock under Section 12(g) and became a mandatory reporting company. He beneficially owns 36,820,792 shares, or 20.9% of the 172,293,506 shares outstanding as of March 23, 2026.

His holdings include 32,500,000 restricted shares vesting over two years, additional common shares, multiple stock option grants with exercise prices between $0.08 and $3.80 per share, a convertible promissory note convertible at $0.04 per share, and a warrant exercisable at $0.04 per share. He states he acquired these securities with the purpose of exercising control as a director.

Key Figures

Beneficial ownership: 36,820,792 shares Ownership percentage: 20.9% Shares outstanding: 172,293,506 shares +5 more

8 metrics

Beneficial ownership 36,820,792 shares Shares beneficially owned by Clark Golestani

Ownership percentage 20.9% Percent of Zapata Quantum common stock class

Shares outstanding 172,293,506 shares Common shares outstanding as of March 23, 2026

Restricted shares 32,500,000 shares Restricted common stock vesting in equal monthly installments over two years

Convertible note shares 2,500,000 shares at $0.04/share Shares issuable upon conversion of $100,000 convertible promissory note

Warrant shares 1,250,000 shares at $0.04/share Shares issuable upon exercise of five-year warrant

Option grant 2025 1,000,000 options at $0.08/share Grant on October 9, 2025, vesting monthly over two years; 291,667 options counted as underlying shares

Other option holdings 102,837 options 34,279 options at $2.02 (2031 expiry) and 68,558 at $3.80 (2033 expiry)

Key Terms

restricted shares, convertible promissory note, warrant, beneficially owns, +2 more

6 terms

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 in the principal amount of $100,000"

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 of Common Stock"

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.

beneficially owns financial

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

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 36,820,792.00"

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.

dispositive power financial

"9 | Sole Dispositive Power 36,820,792.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

Clark Golestani

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 36,820,792.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 36,820,792.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

36,820,792.00

12

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

13

Percent of class represented by amount in Row (11)

20.9 %

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)	Clark Golestani
(b)	6 Liberty Square, #2488, Boston, MA 02109
(c)	Mr. Golestani is a 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 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 vesting conditions.
Item 4.	Purpose of Transaction
	The Reporting Person is a 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) 176,288 additional shares of the Issuer's Common Stock , (iii) 34,279 shares of Common Stock underlying stock options exercisable until February 4, 2031, with an exercise price of $2.02 per share; (iv) 68,558 shares of Common Stock underlying stock options exercisable until July 31, 2033, with an exercise price of $3.80 per share; (v) 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, (vi) 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, and (vii) 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. The above number of shares amounts to approximately 20.9% 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.

Clark Golestani

Signature:	/s/ Clark Golestani
Name/Title:	Clark Golestani, individually
Date:	05/04/2026

FAQ

What stake in Zapata Quantum (ZPTA) does Clark Golestani report in this Schedule 13D/A?

Clark Golestani reports beneficial ownership of 36,820,792 Zapata Quantum shares, representing approximately 20.9% of the 172,293,506 common shares outstanding as of March 23, 2026. This sizable position reflects his role as a director with a stated purpose of exercising control.

How is Clark Golestani’s 36.8 million-share Zapata Quantum (ZPTA) position structured?

His 36,820,792-share position includes 32,500,000 restricted shares vesting over two years, 176,288 additional common shares, several stock option grants, 2,500,000 shares issuable from a $100,000 convertible note at $0.04 per share, and 1,250,000 shares from a warrant at $0.04.

Why was this Zapata Quantum (ZPTA) Schedule 13D Amendment No. 2 filed?

Amendment No. 2 reflects Zapata Quantum’s recent voluntary registration of its common stock under Section 12(g), making it a mandatory reporting company. It also updates Clark Golestani’s beneficial ownership percentage, recalculated using 172,293,506 outstanding shares as of March 23, 2026.

What is Zapata Quantum (ZPTA) required to do as a mandatory reporting company?

As a mandatory reporting company, Zapata Quantum must file periodic disclosures, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and prompt current reports on Form 8-K for certain important events. This increases regular public transparency about the company’s operations and financial condition.

What role does Clark Golestani hold at Zapata Quantum (ZPTA)?

Clark Golestani is a director of Zapata Quantum, Inc. In the filing, he states that he acquired all of his securities in the company with the purpose of exercising control, aligning his large equity position with his governance role on the company’s board of directors.

What stock option terms are disclosed for Clark Golestani in Zapata Quantum (ZPTA)?

He holds 34,279 options exercisable until February 4, 2031 at $2.02 per share, 68,558 options exercisable until July 31, 2033 at $3.80 per share, and 291,667 options from a 1,000,000 grant dated October 9, 2025, with a $0.08 exercise price and two-year monthly vesting.