Correspondence 0001193125-24-131930 from Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714) (ZPTA)
Zapata Computing Holdings Inc. (ZPTA, ZPTAW) (CIK 0001843714)
Date: May 6, 2024 · CIK: 0001843714 · Accession: 0001193125-24-131930
AI Filing Summary & Sentiment
File numbers found in text: 333-278891
Referenced dates: April 30, 2024
Letter
Seaport West
155 Seaport Boulevard
Boston, MA 02210-2600
617.832.1000 main
617.832.7000 fax
Stacie S. Aarestad
6178321108 direct
saarestad@foleyhoag.com
May 6, 2024
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.
Attn: Kyle Wiley
Division of Corporation Finance
Office of Technology
Re: Zapata Computing Holdings Inc.
Registration Statement on Form S-1
Filed April 24, 2024
File No. 333-278891
Ladies and Gentlemen:
On behalf of Zapata Computing Holdings Inc., a Delaware corporation (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated April 30, 2024 (the “Comment Letter”) relating to the above-referenced registration statement (the “Registration Statement”). The Registrant has revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement (“Amendment No. 1”) which reflects these revisions and updates other information in the Registration Statement.
To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.
ATTORNEYS AT LAW
BOSTON | DENVER | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM
Securities and Exchange Commission
Division of Corporation Finance
May 6, 2024
Page
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.
RESPONSE:
The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 24 and 91 of Amendment No. 1.
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.
RESPONSE:
The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see the cover page of Amendment No. 1.
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.
RESPONSE:
The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 85-86 of Amendment No. 1.
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.
Securities and Exchange Commission
Division of Corporation Finance
May 6, 2024
Page
RESPONSE:
The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 165-172 of Amendment No. 1.
If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (617) 832-1108.
Sincerely,
/s/ Stacie S. Aarestad
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CORRESP 1 filename1.htm CORRESP Seaport West 155 Seaport Boulevard Boston, MA 02210-2600 617.832.1000 main 617.832.7000 fax Stacie S. Aarestad 6178321108 direct saarestad@foleyhoag.com May 6, 2024 Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kyle Wiley Division of Corporation Finance Office of Technology Re: Zapata Computing Holdings Inc. Registration Statement on Form S-1 Filed April 24, 2024 File No. 333-278891 Ladies and Gentlemen: On behalf of Zapata Computing Holdings Inc., a Delaware corporation (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated April 30, 2024 (the “Comment Letter”) relating to the above-referenced registration statement (the “Registration Statement”). The Registrant has revised the Registration Statement in response to the Staff’s comments and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission an amendment to the Registration Statement (“Amendment No. 1”) which reflects these revisions and updates other information in the Registration Statement. To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1. ATTORNEYS AT LAW BOSTON | DENVER | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM Securities and Exchange Commission Division of Corporation Finance May 6, 2024 Page 2 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. RESPONSE: The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 24 and 91 of Amendment No. 1. 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. RESPONSE: The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see the cover page of Amendment No. 1. 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. RESPONSE: The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 85-86 of Amendment No. 1. 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. Securities and Exchange Commission Division of Corporation Finance May 6, 2024 Page 3 RESPONSE: The Registrant acknowledges the Staff’s comment and has revised the Registration Statement in response to the Staff’s comment. Please see pages 165-172 of Amendment No. 1. If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (617) 832-1108. Sincerely, /s/ Stacie S. Aarestad Partner cc: Securities and Exchange Commission Matthew Crispino Zapata Computing Holdings Inc. Christopher Savoie