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April 30, 2024
Christopher Savoie
Chief Executive Officer
Zapata Computing Holdings Inc.
100 Federal Street, Floor 20
Boston, MA 02110
Re:Zapata Computing Holdings Inc.
Registration Statement on Form S-1
Filed April 24, 2024
File No. 333-278891
Dear Christopher Savoie:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure indicating that "while the trading price of the Common Stock is
less than the exercise price per share of approximately $11.50, we expect that
warrantholders would not exercise their Warrants." Provide similar disclosure in the risk
factors and MD&A sections and disclose that cash proceeds associated with the exercises
of the warrants are dependent on the stock price. As applicable, describe the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.
2.We note that you are registering "up to 42,372 shares of Common Stock issued to third
parties in exchange for services provided in connection with the Merger." Please identify
the relevant third parties.

 FirstName LastNameChristopher Savoie
 Comapany NameZapata Computing Holdings Inc.
 April 30, 2024 Page 2
 FirstName LastName
Christopher Savoie
Zapata Computing Holdings Inc.
April 30, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 83
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Selling Securityholders, page 163
4.With respect to the shares to be offered for resale by each selling stockholder that is a
legal entity, please disclose the natural person or persons who have voting and investment
control of the shares to be offered for resale by that selling stockholder. Refer
to Item 507 of Regulation S-K. For additional guidance, refer to Question 140.02 of
our Regulation S- K Compliance and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kyle Wiley at 202-344-5791 or Matthew Crispino at 202-551-3456 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Stacie S. Aarestad