Overview
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- TickerZPTA on OTC1
- IndustryServices-Prepackaged Software1
- HeadquartersBoston, Massachusetts1
- Incorporated inDE2
- Business address6 Liberty Square, #2488, Boston, Ma 021092
- Filer category, Emerging growth company2
- Legal formCorporation
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Zapata resulting in Legacy Zapata becoming a wholly owned subsidiary of the Company.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue37¢$3.2M
- Research and development51¢$4.4M
- Interest11¢$962.0K
- Income tax0¢$20.0K
Out of $3.9M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cost of revenue | $3.2M | |
| Gross profit | $635.0K | |
| Research and development | $252.0K | $4.4M |
| General and administrative | $2.9M | $12.1M |
| Total operating expenses | $3.4M | $23.7M |
| Loss from operations | -$3.4M | -$23.0M |
| Interest expense | -$513.0K | -$962.0K |
| Loss on issuance of forward purchase agreement derivative liability | -$4.9M | |
| Change in fair value of forward purchase agreement derivative liability | $2.5M | |
| Loss on issuance of senior secured notes | -$9.8M | |
| Loss on extinguishment of senior secured notes | -$134.0K | |
| Gain on extinguishment of forward purchase agreement settlement liability | $2.4M | |
| Gain on extinguishment of liabilities ($2,610 and $0 from related parties, respectively) | $9.1M | |
| Gain on forbearance agreement | $1.9M | |
| Other income (expense), net | $48.0K | -$1.9M |
| Total other income (expense), net | $12.8M | -$15.1M |
| Net income (loss) before income taxes | $9.3M | -$38.1M |
| Provision for income taxes | -$20.0K | |
| Net income (loss) | $9.3M | -$38.1M |
| Net income (loss) per share attributable to Common Stockholders, basic | $0.09 | -$1.30 |
| Net income (loss) per share attributable to Common Stockholders, diluted | $0.04 | -$1.30 |
| Weighted-average common shares outstanding, basic | 101.9M shares | 29.4M shares |
| Weighted-average common shares outstanding, diluted | 227.4M shares | 29.4M shares |
| Foreign currency translation adjustment | -$53.0K | -$60.0K |
| Comprehensive income (loss) | $9.3M | -$38.2M |
| Revenue | $3.9M | |
| Sales and marketing | $267.0K | $7.1M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2024-01-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $1.7M | $359.0K | ||
| Accounts receivable ($0 and $1,567 from related parties, respectively) | $1.6M | |||
| Prepaid expenses and other current assets | $181.0K | $229.0K | ||
| Total current assets | $1.8M | $2.2M | ||
| Other non-current assets | $432.0K | $550.0K | ||
| Total assets | $2.3M | $2.7M | ||
| Accrued expenses and other current liabilities | $1.8M | $2.6M | ||
| Deferred legal fees | $2.6M | $3.3M | ||
| Other liabilities | $406.0K | $406.0K | ||
| Forward purchase agreement settlement liability | $2.4M | |||
| Convertible promissory notes, current ($300 to related parties) | $3.1M | |||
| Senior secured notes, current | $1.3M | |||
| Note payable - related party, current | $1.6M | |||
| Total current liabilities | $10.5M | $23.7M | ||
| Senior secured notes | $2.2M | |||
| Note payable - related party, non-current | $312.0K | |||
| Total liabilities | $10.5M | $26.2M | $8.2M | |
| Common Stock, $0.0001 par value; 600,000,000 shares authorized; 172,318,506 and 43,589,506 shares issued and outstanding at December 31, 2025 and 2024, respectively | $17.0K | $4.0K | ||
| Additional paid-in capital | $110.2M | $104.3M | ||
| Accumulated other comprehensive loss | -$162.0K | -$109.0K | ||
| Accumulated deficit | -$118.3M | -$127.7M | ||
| Total stockholders deficit | -$8.3M | -$23.5M | -$10.2M | |
| Total liabilities and stockholders deficit | $2.3M | $2.7M | ||
| Accounts payable | $4.0M | $14.0M | ||
| Common stock par or stated value per share | $0.00 | $0.00 | ||
| Common stock shares authorized | 600.0M shares | 600.0M shares | ||
| Common stock shares issued | 172.3M shares | 43.6M shares | ||
| Common stock shares outstanding | 172.3M shares | 43.6M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-01-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $1.7M | $359.0K | ||
| Accounts receivable ($0 and $1,567 from related parties, respectively) | $1.6M | |||
| Prepaid expenses and other current assets | $181.0K | $229.0K | ||
| Total current assets | $1.8M | $2.2M | ||
| Other non-current assets | $432.0K | $550.0K | ||
| Total assets | $2.3M | $2.7M | ||
| Accrued expenses and other current liabilities | $1.8M | $2.6M | ||
| Deferred legal fees | $2.6M | $3.3M | ||
| Other liabilities | $406.0K | $406.0K | ||
| Forward purchase agreement settlement liability | $2.4M | |||
| Convertible promissory notes, current ($300 to related parties) | $3.1M | |||
| Senior secured notes, current | $1.3M | |||
| Note payable - related party, current | $1.6M | |||
| Total current liabilities | $10.5M | $23.7M | ||
| Senior secured notes | $2.2M | |||
| Note payable - related party, non-current | $312.0K | |||
| Total liabilities | $10.5M | $26.2M | $8.2M | |
| Common Stock, $0.0001 par value; 600,000,000 shares authorized; 172,318,506 and 43,589,506 shares issued and outstanding at December 31, 2025 and 2024, respectively | $17.0K | $4.0K | ||
| Additional paid-in capital | $110.2M | $104.3M | ||
| Accumulated other comprehensive loss | -$162.0K | -$109.0K | ||
| Accumulated deficit | -$118.3M | -$127.7M | ||
| Total stockholders deficit | -$8.3M | -$23.5M | -$10.2M | |
| Total liabilities and stockholders deficit | $2.3M | $2.7M | ||
| Accounts payable | $4.0M | $14.0M | ||
| Common stock par or stated value per share | $0.00 | $0.00 | ||
| Common stock shares authorized | 600.0M shares | 600.0M shares | ||
| Common stock shares issued | 172.3M shares | 43.6M shares | ||
| Common stock shares outstanding | 172.3M shares | 43.6M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net income (loss) | $9.4M | -$38.1M |
| Depreciation and amortization | $118.0K | |
| Non-cash interest expense | $521.0K | $863.0K |
| Non-cash vendor payments | $150.0K | |
| Change in allowance for doubtful accounts | $28.0K | |
| Loss on issuance of forward purchase agreement derivative liability | $4.9M | |
| Loss on issuance of senior secured notes | $9.8M | |
| Change in fair value of forward purchase agreement derivative liability | -$2.5M | |
| Stock-based compensation | $274.0K | $647.0K |
| Non-cash lease expense | $241.0K | |
| Loss on extinguishment of senior secured | $134.0K | |
| Gain on extinguishment of forward purchase agreement settlement liability | -$2.4M | |
| Gain on extinguishment of liabilities | -$9.1M | |
| Gain on forbearance agreement | -$1.9M | |
| Equity line of credit commitment expense | $2.0M | |
| Loss on fixed assets disposal | $71.0K | |
| Accounts receivable | -$90.0K | |
| Prepaid expenses and other current and non-current assets | $166.0K | -$455.0K |
| Accounts payable | $198.0K | $7.1M |
| Accrued expenses and other current liabilities and other non-current liabilities | $1.0M | -$4.3M |
| Deferred revenue | $95.0K | |
| Deferred legal fees | -$678.0K | |
| Forward purchase agreement settlement obligation | $2.4M | |
| Operating lease liabilities | -$252.0K | |
| Net cash used in operating activities | -$1.7M | -$18.1M |
| Purchases of property and equipment | -$34.0K | |
| Net cash used in investing activities | -$34.0K | |
| Payment of deferred offering costs | -$2.9M | |
| Proceeds from the exercise of stock options | $68.0K | |
| Issuances of Common Stock under equity line of credit | $8.6M | |
| Proceeds from the reverse recapitalization | $12.6M | |
| Proceeds from the partial early termination of the forward purchase agreement | $2.5M | |
| Payment of note payable - related party | -$635.0K | |
| Prepayment for forward purchase agreement | -$11.0M | |
| Debt discount paid in cash | -$123.0K | |
| Proceeds from senior and senior secured notes | $6.0M | |
| Payment of senior secured notes | -$1.3M | |
| Proceeds from convertible notes, net | $2.9M | |
| Proceeds from sale of Series A preferred stock, net | $1.4M | |
| Net cash provided by financing activities | $3.0M | $15.1M |
| Effect of exchange rate changes on cash and cash equivalents | -$53.0K | -$63.0K |
| Net increase (decrease) in cash and cash equivalents | $1.3M | -$3.1M |
| Issuance of Common Stock in connection with conversion of senior secured notes ($3,853 and $0 from related parties, respectively) | $14.7M | |
| Issuance of Common Stock in connection with debt issuance costs related to senior secured notes and capital markets advisory agreements | $352.0K | |
| Issuance of senior secured notes in lieu of payments for offering costs and capital markets advisory agreements | $1.1M | |
| Deferred offering costs included in accounts payable and accrued expenses and other current liabilities | $2.8M | |
| Debt issuance costs in included in accrued expenses and other current liabilities | $35.0K | |
| Conversion of convertible preferred stock upon the reverse recapitalization | $64.7M | |
| Issuance of Common Stock under the 2024 Equity and Incentive Plan | $85.0K | |
| Liabilities assumed from the merger | $8.2M | |
| Issuance of Common Stock in connection with settlement of liability | $2.1M | |
| Issuance of Common Stock in connection with settlement of forward purchase obligation | $79.0K | |
| Issuance of Common Stock upon conversion of related party notes | $2.0M | |
| Issuance of series C preferred stock in connection with settlement of liability | $18.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Zapata Quantum, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Zapata Quantum, Inc.
- Clark Golestani Filed SCHEDULE 13D/A on Zapata Quantum, Inc., latest May 4, 2026 (3 filings since Aug 21, 2025)
- Sumit Kapur Filed SCHEDULE 13D/A on Zapata Quantum, Inc., latest May 4, 2026 (3 filings since Aug 21, 2025)
- Andretti Autosport Holding Company, LLC Filed SCHEDULE 13G on Zapata Quantum, Inc., latest Dec 5, 2025
- GLAZER CAPITAL, LLC Filed SC 13G/A on Zapata Quantum, Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- Walleye Capital LLC Filed SC 13G/A on Zapata Quantum, Inc., latest Nov 13, 2024 (2 filings since Feb 14, 2024)
- Hudson Bay Capital Management LP Filed SC 13G/A on Zapata Quantum, Inc., latest Nov 8, 2024 (2 filings since Feb 6, 2024)
- Prelude Fund, LP Filed SC 13G/A on Zapata Quantum, Inc., latest Oct 4, 2024 (2 filings since Apr 5, 2024)
- Comcast Filed SC 13G/A on Zapata Quantum, Inc., latest Aug 22, 2024 (2 filings since Apr 1, 2024)
- BANK OF NOVA SCOTIA Filed SC 13G/A on Zapata Quantum, Inc., latest Jul 30, 2024 (3 filings since Dec 26, 2023)
- Mario Andretti Filed SC 13G on Zapata Quantum, Inc., latest Jul 25, 2024
- Michael Andretti Filed SC 13G on Zapata Quantum, Inc., latest Jul 25, 2024
- William J. Sandbrook Filed SC 13G on Zapata Quantum, Inc., latest Jul 25, 2024
- Zapata Quantum, Inc. Boston, Massachusetts
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Zapata Quantum, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $4.0K5 Dec 31, 2024 | $784.0K5 Dec 31, 2023 | −99.5% |
| Accumulated depreciation | $4.0K5 Dec 31, 2024 | $628.0K5 Dec 31, 2023 | −99.4% |
Investments
Properties, in its own words
We do not own or lease any real property since all of our employees work remotely.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led Zapata Quantum, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerSumit Kapur Oct 10, 2025 to now10
- Chief executive officerChristopher Savoie Apr 1, 2024 to Apr 1, 202411
- PresidentChristopher Savoie Apr 1, 2024 to Apr 1, 202411
- Chief financial officerMimi Flanagan Apr 1, 2024 to Apr 1, 202412
- Chief financial officerSumit Kapur May 23, 2024 to now13
Board members and other officers (16)
- Chief Technology OfficerYudong Cao Apr 1, 2024 to Apr 1, 202414
- OfficerMichael Andretti Jan 12, 2022 to Jan 20, 202215
- OfficerWilliam J. Sandbrook Jan 12, 2022 to Jan 20, 202215
- Board memberSumit Kapur Oct 10, 2025 to now10
- Board memberChristopher Savoie Apr 1, 2024 to Apr 1, 202411
- Board memberClark Golestani Apr 1, 2024 to now16
- Board memberDana Sue Jones Apr 1, 2024 to Jul 12, 202417
- Board memberJeff Huber Apr 1, 2024 to Jul 12, 202418
- Board memberRaj Ratnakar Apr 1, 2024 to Jul 12, 202419
- Board memberWilliam E. Klitgaard Apr 1, 2024 to now20
- Board memberCassandra S. Lee Jan 12, 2022 to Apr 1, 202421
- Board memberGerald D. Putnam Jan 12, 2022 to Apr 1, 202422
- Board memberJames W. Keyes Jan 12, 2022 to Apr 1, 202423
- Board memberJohn J. Romanelli Jan 12, 2022 to Apr 1, 202424
- Board memberMichael Andretti Jan 12, 2022 to Apr 1, 202415
- Board memberWilliam J. Sandbrook Jan 12, 2022 to Apr 1, 202415
Named in SEC Form D filings
People the company listed in its private-offering notices.
- DirectorWilliam Brown named Apr 12, 202425
Former names
Timeline
- Oct 13, 20268-K Shareholder vote26
- Oct 6, 20268-K Regulation FD disclosure27
- Sep 23, 20268-K Regulation FD disclosure28
- Sep 15, 20268-K Regulation FD disclosure29
- Aug 12, 20268-K Regulation FD disclosure30
- Aug 5, 20268-K Entered a material agreement31
- Jul 9, 20268-K Regulation FD disclosure32
- Jul 7, 20268-K Unregistered sale of shares33
- Apr 24, 20268-K Unregistered sale of shares34
- Apr 24, 20268-K Unregistered sale of shares35
- Apr 15, 20268-K Unregistered sale of shares36
- Apr 8, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed37
- Oct 10, 2025New chief executive Sumit Kapur becomes CEO10
- Apr 1, 2024New chief executive Christopher Savoie becomes CEO11
Calendar
When it reported results
- Aug 14, 2024Reported quarterly or annual results38
- May 15, 2024Reported quarterly or annual results39
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
269 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 56 major events, 49 insider forms, 44 large holders, 4 private raises, 97 other. The latest 20:
- Oct 13, 20268-K EDGAR
- Oct 6, 20268-K EDGAR
- Sep 23, 20268-K CURRENT REPORT EDGAR
- Sep 15, 20268-K CURRENT REPORT EDGAR
- Sep 14, 2026DEF 14A EDGAR
- Sep 4, 2026PRE 14A PRELIMINARY PROXY STATEMENT EDGAR
- Aug 14, 2026424B3 EDGAR
- Aug 14, 202610-Q FORM 10-Q FOR JUN 2026 EDGAR
- Aug 12, 20268-K EDGAR
- Aug 11, 2026424B3 EDGAR
- Aug 10, 2026EFFECT EDGAR
- Aug 5, 20268-K EDGAR
- Jul 9, 20268-K CURRENT REPORT EDGAR
- Jul 9, 2026S-1/A AMENDMENT NO 1 EDGAR
- Jul 7, 20268-K CURRENT REPORT EDGAR
- Jun 5, 2026S-1 EDGAR
- May 15, 202610-Q EDGAR
- May 7, 20263/A EDGAR
- May 7, 20263/A EDGAR
- May 7, 20263/A EDGAR
The 269 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Clark GolestaniSCHEDULE 13D/A, 3 filings Aug 21, 2025 to May 4, 202640
- Sumit KapurSCHEDULE 13D/A, 3 filings Aug 21, 2025 to May 4, 202641
- Andretti Autosport Holding Company, LLCSCHEDULE 13G, 1 filing Dec 5, 202542
- GLAZER CAPITAL, LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202443
- Walleye Capital LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 13, 202444
- Hudson Bay Capital Management LPSC 13G/A, 2 filings Feb 6, 2024 to Nov 8, 202445
- Prelude Fund, LPSC 13G/A, 2 filings Apr 5, 2024 to Oct 4, 202446
- ComcastSC 13G/A, 2 filings Apr 1, 2024 to Aug 22, 202447
- BANK OF NOVA SCOTIASC 13G/A, 3 filings Dec 26, 2023 to Jul 30, 202448
- Mario AndrettiSC 13G, 1 filing Jul 25, 202449
- Michael AndrettiSC 13G, 1 filing Jul 25, 202450
- William J. SandbrookSC 13G, 1 filing Jul 25, 202451
- Andretti Sponsor LLCSC 13G/A, 2 filings Feb 14, 2023 to Jul 22, 202452
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Sep 29, 2023 to Jun 28, 202453
- Christopher SavoieSC 13G, 1 filing May 15, 202454
- WOLVERINE ASSET MANAGEMENT LLCSC 13G/A, 2 filings Feb 8, 2024 to Apr 11, 202455
- First Trust Capital Management L.P.SC 13G/A, 2 filings Sep 11, 2023 to Apr 5, 202456
- Shaolin Capital Management LLCSC 13G/A, 2 filings Feb 14, 2023 to Feb 22, 202457
- ARISTEIA CAPITAL, L.L.C.SC 13G/A, 2 filings Feb 13, 2023 to Feb 12, 202458
- Apollo Management Holdings GP, LLCSC 13G/A, 3 filings Jan 21, 2022 to Feb 6, 202459
- COWEN AND COMPANY, LLCSC 13G, 1 filing Feb 5, 202460
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSC 13G/A, 2 filings Feb 2, 2023 to Jan 19, 202461
- Sculptor Capital LPSC 13G/A, 2 filings Jan 20, 2022 to Feb 14, 202362
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Sumit Kapur | 50 | $350.0K | $926.4K63 |
| 2024 | Chief Executive Officer | $309.2K | $826.4K63 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Apr 7, 2026Raised $13.2 million in a private offering of equity Form D: $15 million offered in all Form D
- Jun 12, 2025Raised $3 million in a private offering of debt Form D: 31 investors so far Form D
- Jun 12, 2025Raised $10.1 million in a private offering of equity Form D: $17 million offered in all Form D
- Mar 28, 2024Raised $14.7 million in a private offering of equity Form D: 28 investors so far Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Wealthspire Advisors, LLC | 25,000 | $31.8K | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Zapata Quantum, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARZapata Quantum, Inc.1
- CIK0001843714
- Employer ID (EIN)98-15783733
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)7372 Services-Prepackaged Software1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address6 Liberty Square, #2488, Boston, MA 021091
- Phone857-367-90021
- Shares outstanding187,328,921 as of Aug 3, 20268
- Public float$906.0K as of Jun 30, 20253
- AuditorWeinberg & Company, P.A., Los Angeles, CA PCAOB ID 572; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceFeb 12, 20211
- Filings274 in all: 8-K (56), 4 (27), SC 13G (20), 3 (18), 424B3 (18), SC 13G/A (17), 10-Q (14), CORRESP (13)1
All 37 form types
425 (12), UPLOAD (10), EFFECT (9), 10-K (5), S-1 (5), S-1/A (5), S-4/A (5), D (4), SCHEDULE 13D/A (4), 3/A (3), DEF 14A (3), DEFA14A (3), POS AM (3), 8-A12B (2), CERT (2), PRE 14A (2), SCHEDULE 13D (2), 25 (1), 25-NSE (1), 424B4 (1), 5 (1), 8-A12G (1), DEL AM (1), DRS (1), DRSLTR (1), S-4 (1), S-8 (1), S-8 POS (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 14, 2026
Latest 8-K (8-K) Oct 13, 2026
Risk factors and legal proceedings
The risks Zapata Quantum, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 56 risks under these headings, as written.3
- Risks Related to our Financial Condition and Status as an Early Stage Company
- Risks Related to our Business and Industry
- Risks Related to Competition
- Risks Related to Intellectual Property
- Risks Related to Government Regulation and Litigation
- Risks Outside Our Specific Business
- Risks Related to Zapata’s Financial Condition and Status as an early-stage Company
- We will need additional capital to continue as a going concern, implement our business plan or respond to business opportunities or unforeseen circumstances and such financing may not be available.
- We have a history of operating losses, which are expected to continue for the foreseeable future.
- We are an early stage company with a limited operating history, in a nascent industry, making it difficult to forecast future results.
- We may not be able to scale our business and quantum computing application development solutions quickly enough to meet customer and market demand and to remain competitive in the market for quantum computing application development solutions.
- Our assets are pledged to the holders of the Secured Notes and failure to repay obligations to these noteholders when due, or any other default events, will have a material adverse effect on our business and could result in foreclosure on these assets.
The other 51 risks
- If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
- We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, identify additional material weaknesses in the future, or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in misstatements in our financial statements, cause us to fail to meet periodic reporting obligations, or cause our access to capital markets to be impaired.
- Our ability to use existing or future net operating loss carryforwards and other tax attributes may be limited.
- Failure of quantum computing solutions in general and our quantum computing application development solutions in particular to satisfy customer demands or to achieve increased market acceptance would adversely affect our business, results of operations, financial condition, and growth prospects, and the current state of the quantum computing industry is still new and rapidly evolving, so there is no guarantee that it will succeed.
- Our business plan could suffer if we are not able to establish and grow contractual relationships with third parties or enter into certain important strategic partnerships, and if we are unable to ensure that our quantum computing application development solutions interoperate with computing hardware or software that are developed by others, we may become less competitive and our resulting operations may be harmed.
- Our business plan could suffer if we are not able to enter into important strategic partnerships.
- If we cannot manage our growth effectively, we may not become profitable.
- We are and will be highly dependent on our key employees and personnel.
- The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy.
- Our business is dependent on growing and retaining competitive teams of sufficient size in the areas of algorithm development, product development, and software engineering; the failure to achieve any one of these objectives could materially affect our business.
- Our estimate of market opportunities may prove to be inaccurate.
- Our business depends on our ability to attract customers and on such future customers purchasing additional subscriptions from us and/or renewing their existing subscriptions.
- Our current quantum computing application development solutions, as well as applications, features, and functionality that we may introduce in the future or that we offer but have not yet sold, may not be widely accepted by our customers or may receive negative attention, each of which may lower our margins and harm our business.
- If the market for our quantum computing application development solutions fails to develop or grow as we expect, or if businesses fail to adopt our quantum computing application development solutions, our business, operating results, and financial condition could be adversely affected.
- Our business plan relies upon the adoption of our quantum computing application development solutions by enterprise customers.
- Our sales cycles are expected to be long and unpredictable, and our sales efforts will require considerable time and expense.
- If we fail to respond to rapid technological changes, extend our quantum computing application development solutions, or develop new features and functionality, our ability to remain competitive could be impaired.
- Our business could be negatively impacted by delays in development of our software platform.
- Any failure to offer high-quality support services for our customers may harm our relationships with our customers and, consequently, our business.
- Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.
- Our success could be materially affected by problems with or defects in the Orquestra platform or our other software offerings.
- The pursuit of inorganic growth opportunities could result in harm to our business.
- Competitors may develop products and technologies that are superior to our quantum computing application development solutions.
- The quantum computing industry is highly competitive and we may not be successful in establishing ourselves as a viable competitor without regard to the value of our quantum computing application development solutions.
- Our business plan depends, in part, on access to public clouds computing through major cloud providers and there is no guarantee that access will be available on reasonable terms.
- Our business plan depends, in part, on access to quantum processing units (QPUs), high-performance classical compute resources, and other specialized hardware either directly through the purchase of computing hardware and installation in data centers, or through third party providers. There is no guarantee that access through either path will be available on reasonable terms, or at all.
- Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.
- There is no guarantee that our IP will provide the desired competitive advantage.
- We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm our business.
- Our use of third-party open source software could negatively affect our ability to offer and sell subscriptions to our quantum computing application development solutions and subject us to possible litigation.
- Because of the characteristics of open source software, there may be fewer technology barriers to entry by new competitors and it may be relatively easy for new and existing competitors with greater resources than we have to compete with us.
- If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.
- Compliance with data use, privacy, and security laws will be an inherent feature in our product design and a change in those laws could negatively affect the value of our quantum computing application development solutions.
- We are subject to U.S. and foreign anti-corruption, anti-bribery, and similar laws, the violation of which can lead to substantial harm to our business.
- To the extent we have customers outside the United States, we may be subject to increased business and economic risks that could harm our business.
- Our business relies on computer systems which are vulnerable to attack and/or failure.
- Widespread damage to the U.S. or global economy and/or our industry would likely adversely affect our business.
- Risks Relating to Ownership of our Common Stock
- Because of the number of shares of Common Stock issuable upon conversion and exercise of outstanding securities, holders of our Common Stock will experience substantial future dilution and downward price pressure on our Common Stock.
- The market price of our shares of Common Stock is subject to volatility.
- There is currently a limited trading market for the Company’s Common Stock.
- Our Common Stock is a “penny stock” and thereby be subject to additional sale and trading regulations that may depress the price of our Common Stock.
- As a former shell company, we face certain disadvantages relative to other companies, including ineligibility for certain forms and rules for extended periods.
- We may be unable to successfully uplist to a national securities exchange within a reasonable period of time or at all, in which event investors’ ability to sell shares of our Common Stock will be materially hindered.
- If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Common Stock, the market price and trading volume of our Common Stock could decline.
- Our Board may authorize and issue shares of new series of preferred stock that could be superior to or adversely affect current holders of our Common Stock.
- We are incurring significant increased costs as a result of being a public company, and our management will be required to devote substantial time to new compliance initiatives.
- Due to our size, we have a limited management team, which has limited experience in operating a public company.
- We do not currently intend to pay cash dividends on our Common Stock, so any returns will be substantially limited to the value of our Common Stock.
- Our Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain disputes between our stockholders and us, and also provides that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees.
- Delaware law and provisions in our Certificate of Incorporation and Bylaws might discourage, delay or prevent a change in control of the Company or changes in our management and, therefore, depress the trading price of our Common Stock.
- We are an “emerging growth company,” and a “smaller reporting company,” and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
Legal proceedings
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not aware of any material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities. We are not aware of any material proceedings in which any of our directors, officers, or affiliates or any registered or beneficial stockholder of more than 5% of our Common Stock, or any associate of any of the foregoing, is a party adverse to or has a material interest adverse to, us or any of our subsidiaries.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGARSumit Kapur, Chief executive officer
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- 13SEC EDGARSumit Kapur, Chief financial officer
- 14SEC EDGARYudong Cao, Chief Technology Officer
- 15SEC EDGARMichael Andretti, Officer
- 16SEC EDGARClark Golestani, Board member
- 17SEC EDGARDana Sue Jones, Board member
- 18SEC EDGARJeff Huber, Board member
- 19SEC EDGARRaj Ratnakar, Board member
- 20SEC EDGARWilliam E. Klitgaard, Board member
- 21SEC EDGARCassandra S. Lee, Board member
- 22SEC EDGARGerald D. Putnam, Board member
- 23SEC EDGARJames W. Keyes, Board member
- 24SEC EDGARJohn J. Romanelli, Board member
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- 26SEC EDGARShareholder vote
- 27SEC EDGARRegulation FD disclosure
- 28SEC EDGARRegulation FD disclosure
- 29SEC EDGARRegulation FD disclosure
- 30SEC EDGARRegulation FD disclosure
- 31SEC EDGAREntered a material agreement
- 32SEC EDGARRegulation FD disclosure
- 33SEC EDGARUnregistered sale of shares
- 34SEC EDGARUnregistered sale of shares
- 35SEC EDGARUnregistered sale of shares
- 36SEC EDGARUnregistered sale of shares
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