Good morning, and welcome to the 2026 annual meeting of Zapata Quantum, Inc. My name is Sumit Kapur, and I am the CEO of the company. The agenda for this meeting is found in the notice of meeting that outlines the order of business. This is our annual meeting, and we are holding it as a virtual-only meeting as permitted by the law of the state of Delaware, our state of incorporation. Also present at the meeting are Clark Golestani, William Klitgaard, both Directors of the company, and Lori Weber and Michael Harris of Nason, Yeager, Gerson, Harris & Fumero, our corporate counsel. Ms. Weber will act as Secretary of this meeting. Ms. Beth W. VanDer beck has been appointed to act as Inspector of Election. We have been provided an affidavit from Broadridge Financial Solutions, who served as mailing agent for this meeting, certifying that a notice was mailed on or about September 14th, 2026, to all stockholders of record as of September 9th, 2026, which is the record date for this meeting. Accordingly, this meeting has been duly called under the laws of Delaware and under the company's bylaws. The Inspector of Election has advised me we have present in person and by proxy a sufficient number of shares to constitute a quorum, so the meeting is duly constituted. The alphabetical list of stockholders of record as of the record date, showing their respective addresses and the number of shares held by each, is available at this meeting for examination by stockholders. So that everyone knows what to expect this morning, let me summarize our agenda. First, I've already called the meeting to order and will additionally take care of some housekeeping, such as this overview. Second, I will present the proposals for your consideration. Third, the stockholders will vote on the proposals. Fourth, the Inspector of Election will announce the preliminary voting results. We will then adjourn the meeting. Let me make some procedural points. First, you are able to vote during this meeting at any time from the beginning of the meeting through presentation of the proposals until we close the polls. However, if you have already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. If you've already voted, you do not need to vote again. Second, in the event of any technical difficulties before the formal adjournment of this meeting, we may temporarily adjourn and reconvene the meeting in accordance with our bylaws. Third, if you have any questions concerning the company or matters addressed at this meeting, please contact Dan Prunier after this meeting by email at dprunier@zapataquantum.com. This meeting has six proposals before it. One, elect as Directors the three nominees named in the proxy statement to hold office for one-, two-, or three- year terms, consistent with such Director's designated class, each to hold office until the next annual meeting of stockholders and until a successor is duly elected and qualified. Two, approve one or more amendments to our certificate of incorporation, in each case to effect a reverse stock split of our issued and outstanding shares of common stock at a ratio to be determined in the Board's discretion within a range of 1:2 through 1:50, for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by the Nasdaq Stock Market LLC or the New York Stock Exchange. Three, ratify the selection of Weinberg & Company as the company's independent registered public accounting firm for the year ended December 31st, 2026. Four, approve on a non-binding advisory basis the compensations to the company's named executive officers as disclosed pursuant to the Item 402 of Regulation S-K. Five, recommend on a non-binding advisory basis the frequency of future advisory votes on the compensation paid to the company's named executive officers with the —excuse me, sorry. I got a call. We recommend on a non-binding advisory basis the frequency of future advisory votes on the compensation paid to the company's named executive officers with the Board's recommendation of a frequency of three years. Six, approve an adjournment to the annual meeting to a later date or time if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the annual meeting to approve any of the proposals presented for a vote of the annual meeting. Under our bylaws, there are certain requirements relating to advance notice for director nominees and for proposals to be considered at an annual meeting so that stockholders can have adequate time to deliberate on them. That being the case, I can confirm that no additional candidates or proposals have been, or at this point, can be properly brought before this meeting. The proposals I just mentioned are described in the proxy statement along with the Board's recommendation. These proposals will be presented in the order they appear in the agenda. Each proposal will be presented separately. We will now consider the proposals before us. The first proposal is to approve the election of three directors to hold office for one-, two-, or three-year terms, consistent with such director's designated class, each to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Sumit Kapur, William Klitgaard, Clark Golestani. I hereby make a motion to approve the proposal. This is Clark Golestani. I'm a stockholder of the company. I second the motion. This proposal is discussed beginning on page eight of the proxy statement. Please cast your vote on this proposal, and we will then proceed to the next proposal. Mr. Chairman, are you still there? I think I don't hear you. Yes, I am. Okay. You're going to proceed with the second proposal? The second proposal is to approve one or more amendments to our certificate of incorporation in each case to affect a reverse stock split of our issued and outstanding shares of common stock at a ratio to be determined in the Board's discretion within a range of 1:2 through 1:50 for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by the Nasdaq Stock Market LLC or the New York Stock Exchange. I hereby make a motion to approve the proposal. This is Clark Golestani. I second the motion. Mr. Chairman, we have a stockholder question related to this proposal, if I may. Please. The question is, can you please comment on the strategy of the up-listing and the reverse split? Sumit, do you want to comment on that? Yep, you got it. Yes, please. That was a stockholder question. Thank you, Lori. Great question. The reverse split and up-listing, let me first say, are not being done in isolation, and they're part of a broader strategy that will set Zapata up for success as the foundational quantum software company. To comment specifically on the up-listing, the up-listing is in service of ensuring that the company and its shareholders are able to access the benefits of a national exchange. In terms of those benefits, obviously, better liquidity, valuation, access to capital, and greater investor awareness. While I can't provide specific guidance in terms of timing or the level of split, we will obviously be making those decisions very deliberately and judiciously. The other point, I think that's the bigger point here, is that this is alongside our other foundational efforts, including, one, building out the team, both commercially and scientifically, and that's something that we've been reporting on. Building out the platform, namely, we've recently launched our Quantum Pilot platform, which we believe is very resonant with the signal that we're receiving from the market. Third, continuing to leverage and build our strong IP portfolio. Fourth, advancing our partnership strategy, namely the partnership with NVIDIA to advance quantum resource estimation using agentic AI, which is unique in the space, our partnership with QuEra, and our partnership with IBM. Finally, advancing our commercial efforts in key areas. Areas like biopharma, logistics, and finance. In summary, I'd say that the up-listing and reverse split are part of a broader strategy, and we're firing on all cylinders and are excited to continuing to build the foundation for Zapata as the foundational quantum software company. Thank you, Mr. Chairman. There are no other questions in the queue. Please proceed with the agenda. This proposal is discussed beginning on page 20 of the proxy statement. Please cast your vote on this proposal, and we will proceed to the next proposal. The third proposal is to ratify the selection of Weinberg & Company as the company's independent registered public accounting firm for the year ending December 31st, 2026. I hereby make a motion to ratify the selection of Weinberg & Company as the company's independent registered public accounting firm for the year ending December 31st, 2026. This is Clark Golestani. I second the motion. This proposal is discussed beginning on page 26 of the proxy statement. Please cast your vote on this proposal, and we will then proceed to the next proposal. The fourth proposal is to approve on a non-binding advisory basis the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K. I hereby make a motion to approve the proposal. This is Clark Golestani. I second the motion. Does anyone have any questions concerning this proposal? This proposal is discussed beginning on page 35 of the proxy statement. Please cast your vote on this proposal, and we will then proceed to the next proposal. The fifth proposal is to recommend on a non-binding advisory basis the frequency of future advisory votes on the compensation paid to the company's named executive officers with the Board's recommendation of a frequency of three years. I hereby make a motion to approve the frequency of three years. This is Clark Golestani. I second the motion. This proposal is discussed beginning on page 36 of the proxy statement. Please cast your vote on this proposal, and we will then proceed to the next proposal. The sixth proposal is to approve the adjournment of the annual meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the meeting to approve any of the proposals presented for a vote of the annual meeting. I hereby make a motion to approve the proposal. This is Clark Golestani. I second the motion. I will pause at this point and allow shareholders to ask questions on these proposals. Mr. Chairman, there are no questions in the queue. If there are no questions about the proposals, I now declare the polls closed. At this time, I would now ask the Inspector of Election to report on the preliminary results of the voting. Yes, Mr. Chairman. This is Beth VanDer beck, the Inspector. The preliminary results of the voting are as follows. On proposal one, the voting results for each director nominee are as follows. For Sumit Kapur, 137, 945, 537 shares were voted for the nominee, and 71, 624 shares were withheld. For William Klitgaard, 137, 941, 124 shares were voted for the nominee, and 76,0 37 shares withheld. For Clark Golestani, 137, 869, 262 shares were voted for the nominee, and 147, 899 votes withheld. In addition, approximately 8, 598, 824 shares were broker non-votes for each nominee. The plurality of shares present and entitled to vote at the annual meeting is required to approve the election of directors. Subject to final confirmation, all three directors have been elected. On proposal two, a vote to effect a reverse stock split of outstanding common stock, voting results were as follows. Approximately 142, 819, 480 votes were cast for the proposal, which represents approximately 60.98% of the shares voted on this proposal. Approximately 3,0 29,0 85 votes were cast against this proposal, and approximately 767, 420 shares abstained from voting. The affirmative vote of a majority of the total voting power outstanding is required to approve proposal two. Subject to final confirmation, proposal two is approved. On proposal three, the ratification of Weinberg & Company as the company's independent registered public accounting firm, voting results were as follows. Approximately 145, 611, 911 votes were cast for the proposal. This represents approximately 99.95% of the shares voted on this proposal. Approximately 64, 145 votes were cast against, and approximately 939, 929 shares abstained from voting. The affirmative vote of the majority of the shares present and entitled to vote are required to approve proposal three. Subject to final confirmation, proposal three is approved. On proposal four, to approve on a non-binding advisory basis executive compensation, voting were as follows. Approximately 136,746,073 votes were cast for the proposal, which represents approximately 99.77% of the shares voted on this proposal. Approximately 310,521 votes were cast against this proposal, and approximately 960,567 shares abstained from voting. The affirmative vote of a majority of the shares present and entitled to vote are required to approve proposal four. Subject to final confirmation, proposal four is approved. On proposal five, a vote on the frequency of future advisory votes on executive compensation, voting results were as follows. Approximately 9,040,354 votes, or 6.58%, were cast for a frequency of one year. Approximately 9,928,823 votes, or 7.23%, were cast for two years. Approximately 118,291,683 votes, or 86.18%, were cast for three years. Approximately 756,301 shares abstained from voting. The affirmative vote of majority of the shares present and entitled to vote are required to approve proposal five. Subject to final confirmation, a three-year frequency has been approved for proposal five. Based on the preliminary results for proposals one through five, an adjournment of this meeting will not be necessary, and proposal six is therefore moot. Thank you. The voting results will be announced on a Form 8-K in the next few days. This was our last order of business, and the meeting is now adjourned. I want to thank everyone, especially our stockholders, for their time and participation. This concludes today's call. Thank you for your participation. You may now disconnect.