Andretti Acquisition Corp.

The quarter's cash increase and the move out of stockholders' deficit come from a preferred-stock financing, not operations, and the prior-year comparative income was extinguishment gains. Convertible promissory notes of $3,107 thousand and senior secured notes of $1,430 thousand remain classified current.

The 8-K body names the counterparty and nothing else — no scope, term, or financial commitment is stated, and those would only be in the furnished exhibit.

The agreement routes resales of a restricted block through a single desk with a leak-out arrangement, which is how an issuer paces supply that would otherwise reach the market at once. The $400,000 floor is an obligation of the company whether or not sales occur, so it is a cost that exists even if the resale programme does not.

Nothing a holder votes on changed at this version — the proxy statement/prospectus itself was not refiled — so the substance is the exhibit list. It puts on the record the Amended and Restated Sponsor Support Agreement, separate lock-up forms for common and preferred stockholders, and legality and tax opinions. It also files the target's commercial dealings with the Andretti side: a Managed Services Agreement dated October 1, 2022, amended October 10, 2023, a Zapata Enterprise Solution Subscription Agreement dated February 10, 2022, and a sponsorship agreement.

The Domestication Proposal and the Charter Proposal both require special resolutions under Cayman Islands law and are each conditioned on the Merger Proposal passing, so the three items stand or fall together rather than being severable. Five separate advisory sub-proposals, 2A through 2E, unbundle governance provisions in the proposed certificate of incorporation for a non-binding vote, the first of which increases the authorised share capital from 555,000,000 shares, of which 500,000,000 are Class A ordinary shares of $0.0001 par value.

The Domestication Proposal and the Charter Proposal are special resolutions under Cayman Islands law and each is expressly conditioned on the Merger Proposal being approved, so the three travel together rather than separately. Five unbundled precatory sub-proposals, 2A through 2E, put governance provisions of the proposed certificate of incorporation to a non-binding advisory vote; 2A alone increases the authorised share capital from 555,000,000 shares, of which 500,000,000 are Class A ordinary shares of $0.0001 par value. The meeting date is still blank at this amendment.

What changed: Q2 2026 10-Q of Zapata Quantum, Inc., filed under Andretti Acquisition Corp's CIK; the cover states no securities registered under Section 12(b). The company reported no revenue in either period. Operating expenses were $1,627 thousand for the quarter versus $584 thousand, producing a net loss of $(1,835) thousand against net income of $2,700 thousand a year earlier, which had included gains on extinguishment of a forward purchase agreement settlement liability ($2,357 thousand) and of liabilities ($1,197 thousand). Why it matters: The quarter's cash increase and the move out of stockholders' deficit come from a preferred-stock financing, not operations, and the prior-year comparative income was extinguishment gains. Convertible promissory notes of $3,107 thousand and senior secured notes of $1,430 thousand remain classified current.

What changed: Item 7.01 8-K of Zapata Quantum, Inc. On August 12, 2026 the company issued a press release announcing a partnership with QuEra, furnished as Exhibit 99.1 and expressly not deemed filed for Section 18 purposes. Why it matters: The 8-K body names the counterparty and nothing else — no scope, term, or financial commitment is stated, and those would only be in the furnished exhibit.