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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
April 27, 2026
_____________________
Z
Squared Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39669 |
98-1465952 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
|
550
South Andrews Ave., Suite
#700
Fort
Lauderdale, Florida |
|
33301 |
| (Address of principal executive offices) |
|
(Zip Code) |
954-400-9994
(Registrant’s telephone number,
including area code)
Coeptis Therapeutics Holdings, Inc.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.0001 per share |
|
ZSQR
|
|
Nasdaq
Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Binding Letter of Intent – Acquisition
of Skycore Digital LLC
On April 28, 2026, Z Squared Inc. (the “Company”)
entered into a Binding Letter of Intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company holding
80% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), and Claw Holdings,
LLC, a North Carolina limited liability company holding the remaining 20% of such membership interests (collectively, the “Sellers”),
pursuant to which the Company has agreed to acquire 100% of the issued and outstanding membership interests of Skycore (the “Skycore
Acquisition”).
Under the LOI, at the closing of the Skycore Acquisition,
the Company will issue to the Sellers, pro rata, shares of a newly designated Series B Convertible Preferred Stock of the Company (the
“Series B Preferred”) having an aggregate initial liquidation preference of $18,000,000, plus, if the Sellers cause Skycore
to secure up to 18 megawatts of additional power capacity prior to closing, additional shares of Series B Preferred having an aggregate
initial liquidation preference of up to $4,000,000 (scaled pro rata based on additional megawatts secured). The aggregate initial liquidation
preference of all Series B Preferred issued as consideration will not exceed $22,000,000. The consideration is also subject to a customary
working capital adjustment to be set forth in the definitive purchase agreement.
The terms of the Series B Preferred will be set
forth in a Certificate of Designation to be filed with the Secretary of State of the State of Delaware at or prior to the closing of the
Skycore Acquisition, and will include, among other things: (i) a stated value of $1,000 per share; (ii) a 1.0x non-participating liquidation
preference, senior to the Common Stock and to all existing and future series of preferred stock; (iii) at the Company’s election
on each quarterly payment date, cash dividends at 8.0% per annum or pay-in-kind dividends at 10.0% per annum (compounded quarterly), with
mandatory cash dividend payments commencing after eight consecutive quarters of pay-in-kind elections; (iv) a conversion price equal to
110% of the 20-day volume-weighted average price of the Common Stock as of the date of the LOI, subject to customary adjustments; (v)
optional conversion at the holder’s election and forced conversion if the closing sale price of the Common Stock equals or exceeds
200% of the conversion price for any 20 consecutive trading days; (vi) an annual holder put right beginning on the second anniversary
of closing, subject to a 20% annual cap; (vii) mandatory redemption on the seventh anniversary of closing; (viii) voting on an as-converted
basis with the Common Stock, subject to Nasdaq Listing Rule 5640; (ix) class consent rights over specified actions; and (x) registration
rights pursuant to a registration rights agreement to be entered into at closing.
The LOI also contains binding provisions relating
to, among other things, exclusivity for a 90-day period, confidentiality, public disclosure, due diligence, termination (including a drop-dead
date of June 30, 2026), and a $500,000 break-up fee payable by the Company in specified circumstances. The closing of the Skycore Acquisition
is subject to the negotiation, execution, and delivery of definitive transaction documentation and the satisfaction of customary closing
conditions.
The foregoing description of the LOI is qualified
in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Group 10 Holdings LLC Consulting Agreement
Amendment
On April 27, 2026, the Company entered into an
amendment (the “Group 10 Amendment”) to its consulting agreement with Group 10 Holdings LLC (“Group 10”), pursuant
to which, among other things, the Company agreed to issue 200,000 shares of Common Stock (the “Wasserman Shares”) to Adam
K. Wasserman, the principal of Group 10. The issuance of the Wasserman Shares is also reported under Item 3.02 of this Current Report
on Form 8-K. The foregoing description is qualified in its entirety by reference to the Group 10 Amendment, a copy of which is filed as
Exhibit 10.2 hereto and is incorporated herein by reference.
Moneta Advisory Partners, LLC Corporate
Services Agreement
On January 23, 2026, the Company entered into
a Corporate Services Agreement (the “MAP Agreement”) with Moneta Advisory Partners, LLC (“MAP”), pursuant to which
MAP agreed to provide investor relations, content, media, and advisory services to the Company for a one-year term. As compensation for
the services, the Company agreed to issue to MAP up to an aggregate of 566,000 shares of Common Stock (the “MAP Shares”),
consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement of specified performance milestones,
and up to 140,000 bonus pool shares issuable upon achievement of additional milestones, in each case as set forth in the Milestone-Based
Equity Award Schedule attached to the MAP Agreement and subject to written verification and certification by the Compensation Committee
of the Board of Directors (the “Board”) of achievement of each applicable milestone. The MAP Shares are subject to the leak-out
and lock-up provisions set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329) and applicable securities
laws. The issuance of the MAP Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by
reference to the MAP Agreement, a copy of which (together with the related Milestone-Based Equity Award Schedule) is filed as Exhibit
10.3 hereto and is incorporated herein by reference.
MZHCI, LLC Investor Relations Consulting
Agreement
Effective as of December 8, 2025, the Company
entered into an Investor Relations Consulting Agreement (the “MZHCI Agreement”) with MZHCI, LLC, an MZ Group company (“MZHCI”),
pursuant to which MZHCI agreed to provide investor relations consulting services to the Company, including investor outreach, financial
media coordination, IR website design and hosting, and related services. As compensation for the services, the Company agreed to (i) pay
MZHCI a monthly cash fee, (ii) issue to MZHCI shares of restricted Common Stock having an aggregate value of $100,000, valued at the closing
price of the Common Stock on April 24, 2026 (the “MZHCI Initial Shares”), within 60 days following the signing of the MZHCI
Agreement, and (iii) pay one-time performance-based bonuses upon the achievement of specified average daily dollar volume thresholds,
the introduction of new institutional shareholders, the introduction of non-paid sell-side analyst research coverage, and the securing
of dedicated Tier-1 financial media coverage, payable in cash or restricted Common Stock at the Company’s discretion. The MZHCI
Initial Shares and any bonus shares issued under the MZHCI Agreement are restricted securities subject to the leak-out and lock-up provisions
set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329). The MZHCI Agreement has an initial term of
four months and renews automatically for successive four-month terms unless terminated by either party. The issuance of the MZHCI Initial
Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by reference to the MZHCI Agreement,
a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
Retail Sparks Marketing Services Agreement
On February 24, 2026, the Company entered into
a Marketing Services Agreement (the “Retail Sparks Agreement”) with Fulcrum New Amsterdam LLC (d/b/a Retail Sparks) (“Retail
Sparks”), pursuant to which Retail Sparks agreed to provide retail investor marketing and outreach services to the Company for a
three-month term. As compensation for the services, the Company agreed to (i) pay Retail Sparks a monthly cash retainer, and (ii) issue
to Retail Sparks that number of shares of Common Stock equal in value to $75,000, valued at the closing price of the Common Stock on April
24, 2026 (the “Retail Sparks Shares”). The Retail Sparks Shares are restricted securities subject to the leak-out and lock-up
provisions set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329). The issuance of the Retail Sparks
Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by reference to the Retail Sparks
Agreement, a copy of which is filed as Exhibit 10.5 hereto and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the matters described under
Item 1.01 of this Current Report on Form 8-K, the Company issued or has agreed to issue the following shares of Common Stock in transactions
exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”):
| • | Wasserman Shares. On April 27, 2026, the Company agreed to issue 200,000 shares of Common Stock to Adam
K. Wasserman pursuant to the Group 10 Amendment, as more fully described under Item 1.01 above. |
| | | |
| • | MAP Shares. Pursuant to the MAP Agreement, the Company has agreed to issue to MAP up to an aggregate of
566,000 shares of Common Stock, consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement
of specified performance milestones, and up to 140,000 bonus pool shares issuable upon achievement of additional milestones, as more fully
described under Item 1.01 above. |
| | | |
| • | MZHCI Initial Shares. Pursuant to the MZHCI Agreement, the Company has agreed to issue to MZHCI shares
of restricted Common Stock having an aggregate value of $100,000, valued at the closing price of the Common Stock on December 8, 2025,
as more fully described under Item 1.01 above. Any future bonus shares issuable to MZHCI under the MZHCI Agreement upon the achievement
of specified milestones will be reported as and when issued. |
| | | |
| • | Retail Sparks Shares. Pursuant to the Retail Sparks Agreement, the Company has agreed to issue to Retail
Sparks that number of shares of Common Stock equal in value to $75,000, valued at the closing price of the Common Stock on April 24, 2026,
as more fully described under Item 1.01 above. |
The Company issued, or has agreed to issue, the
foregoing shares of Common Stock (collectively, the “Issued Shares”) in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, based on, among other things: (i) the
absence of any general solicitation or general advertising in connection with each issuance; (ii) the sophistication of, and access to
information regarding the Company afforded to, each recipient (and, in the case of MAP, MZHCI, and Retail Sparks, the recipient’s
status as an accredited investor); and (iii) the placement of customary restrictive legends on the certificates or book-entry positions
evidencing the Issued Shares. The Issued Shares have not been registered under the Securities Act and may not be offered or sold in the
United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Directors and Officers
Effective as of the effective time of the previously
announced merger of CP Merger Sub, Inc., a wholly-owned subsidiary of the Company, with and into Z Squared Opco, Inc. (formerly Z Squared,
Inc.) (the “Merger”) on April 27, 2026, each of the directors and officers of the Company serving immediately prior to the
effective time of the Merger resigned from his or her respective positions with the Company. None of the resignations resulted from any
disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
(c) Appointment of Officers
On April 27, 2026, the Board appointed each of
the following individuals to serve in the office set forth opposite his or her name, in each case to hold office at the pleasure of the
Board (subject to the terms of any applicable employment or service agreement):
| • | David Halabu — Co-Chief Executive Officer (principal executive officer); |
| | | |
| • | Michelle Burke — Co-Chief Executive Officer (principal executive officer); |
| | | |
| • | Brian Cogley — Chief Financial Officer (principal financial officer); and |
| | | |
| • | Elissa Stall — Corporate Secretary. |
In addition, on April 27, 2026, the Board appointed
Ryan Schadel to serve as Chief Marketing Officer of the Company. Mr. Schadel has been designated as an “officer” of the Company
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “executive
officer” of the Company for purposes of Rule 3b-7 thereunder.
Biographical and other information regarding each
of the foregoing officers required by Item 5.02(c) of Form 8-K is set forth below:
David Halabu, Age 49, Co-Chief Executive Officer. Mr. Halabu
has served as Co-Chief Executive Officer and a director of the Company since April 2026. He previously served as Chief Executive Officer
and a director of Z Squared Opco, Inc. (formerly Z Squared, Inc., the Company’s wholly-owned subsidiary) from June 2024 to April 2026.
Since 2013, Mr. Halabu has served as a co-founder and principal of Group 10 Capital Management LLC, an investment firm focused on non-performing
real estate debt, private lending, commercial value-add real estate, and residential rentals. Since late 2021, Mr. Halabu has also been
involved with Broadstreet Inc. in capital markets and business strategy roles. During the past five years, Mr. Halabu has owned and operated
a remediation and construction company in South Florida and has been an active investor in residential and commercial real estate projects
in Florida, Michigan, and the Carolinas. Mr. Halabu holds a B.S. in Economics, with a minor in Mathematics, from Tulane University.
Michelle Burke, Age 40, Co-Chief Executive Officer. Ms. Burke
has served as Co-Chief Executive Officer and a director of the Company since April 2026. She previously served as Chief Operating Officer
of Z Squared Opco, Inc. (formerly Z Squared, Inc., the Company’s wholly-owned subsidiary) from June 2025 to April 2026. From July 2024
to April 2026, Ms. Burke served as Chief Executive Officer of Minting Dome, a digital asset mining and infrastructure operator, having
initially joined Minting Dome as Chief Operating Officer in October 2022. From May 2021 to July 2022, Ms. Burke served as Chief Operating
Officer of Wattum Management. From June 2017 to May 2021, Ms. Burke founded and operated Lab Testing API, a health technology platform
connecting testing locations and medical professionals, and concurrently served as Chief Operating Officer of Personalabs. Ms. Burke holds
a bachelor’s degree in E-Business Management from Newport University.
Brian Cogley, Age 39, Chief Financial Officer. Mr. Cogley has
served as Chief Financial Officer of the Company since May 2023, having served in such capacity with Coeptis Therapeutics Holdings, Inc.
(the Company’s predecessor) prior to the Merger. From February 2022 to May 2023, Mr. Cogley served as Senior Manager, Accounting Advisory
at CFGI, LLC, where he advised pharmaceutical and financial services clients on technical accounting implementations, interim controller
and SEC reporting matters, and segment reporting and carve-out engagements. From 2017 to February 2022, Mr. Cogley served as Vice President
of Finance and Accounting at NexTier Bank, where he led the bank’s accounting and finance operations, including general ledger, financial
planning and analysis, internal and external financial reporting, and human resources. Mr. Cogley holds a B.A. with a concentration in
accounting, and a Master of Business Administration with a concentration in finance, each from Duquesne University.
Ryan Schadel, Age 48, Chief Marketing Officer. Mr. Schadel has
served as Chief Marketing Officer of the Company since April 2026. Since September 2021, Mr. Schadel has also served as Chief Executive
Officer of Metavesco Inc. (OTC: MVCO), a digital platform developer for companies listed on the OTC Markets. From May 2011 to February
2021, Mr. Schadel served as Chief Executive Officer of Labor Smart Inc. (OTC: LTNC), then a nationwide staffing agency. Mr. Schadel attended
Kennesaw State University from 1995 to 1996, where he studied business and finance.
(d) Election of Directors
Effective as of the effective time of the Merger
on April 27, 2026, the Board increased its size and elected each of David Halabu, Michelle Burke, Adam Sohn, Bryan Fuerst, and Kenneth
Cooper to serve as a director of the Company, in each case to hold office until the next annual meeting of stockholders and until his
or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.
The Board affirmatively determined that each of
Adam Sohn, Bryan Fuerst, and Kenneth Cooper qualifies as an “independent director” under Nasdaq Rule 5605(a)(2), and (i) with
respect to each member of the Audit Committee, satisfies the additional independence requirements of Rule 10A-3 under the Exchange Act
and Nasdaq Rule 5605(c)(2), and (ii) with respect to each member of the Compensation Committee, satisfies the additional independence
requirements of Rule 10C-1 under the Exchange Act and Nasdaq Rule 5605(d)(2). The Board further determined that Bryan Fuerst qualifies
as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and is “financially sophisticated”
for purposes of Nasdaq Rule 5605(c)(2)(A).
The Board appointed the directors to the standing
committees of the Board as follows:
| • | Audit Committee: Bryan Fuerst (Chair), Adam Sohn, and Kenneth Cooper; |
| | | |
| • | Compensation Committee: Adam Sohn (Chair), Bryan Fuerst, and Kenneth Cooper; and |
| | | |
| • | Nominating and Corporate Governance Committee: Kenneth Cooper (Chair), Adam Sohn, and Bryan Fuerst. |
Biographical information regarding each of Adam
Sohn, Bryan Fuerst, and Kenneth Cooper required by Item 5.02(d) of Form 8-K is set forth below:
Adam Sohn, Age 57. Mr. Sohn has served as Chief Executive Officer
of Narravance Inc., a cyber-social threat identification technology company supporting the threat intelligence and financial services
sectors, since September 2022. From February 2020 to September 2022, Mr. Sohn served as Chief Executive Officer of the Network Contagion
Research Institute, a non-profit organization that identifies and forecasts emerging threats to the economic, physical, and social health
of civil society. From April 2019 to February 2020, Mr. Sohn served as Chief Growth Officer of the Society for Human Resource Management.
Mr. Sohn previously served as Director of Communications for the cabinet of former Florida governor Jeb Bush. Mr. Sohn holds a bachelor’s
degree in international affairs from Columbia University. The Board believes Mr. Sohn is qualified to serve as a director due to his experience
identifying and addressing emerging social and technological trends.
Bryan Fuerst, Age 52. Mr. Fuerst has served as Chief Financial
Officer of Alliance Health Systems since September 2024, where he oversees the organization’s accounting, audit, treasury, corporate finance,
budgeting, and investor relations functions and serves as a member of the Executive Committee. From July 2001 to August 2024, Mr. Fuerst
served in various capacities at Propel Health, a privately held healthcare marketing firm of which he was a founding member, including
as Chief Financial Officer, Vice President of Integrations, Senior Vice President of Finance, and Chair of the Investment and Audit Committees.
Mr. Fuerst began his career at Cantor Fitzgerald, where he ultimately served as Vice President of the Partnership Investing Group and
Global Controller. Mr. Fuerst holds a Bachelor of Science in Accounting from LIU Post and an M.B.A. from New York University’s Stern School
of Business. The Board believes Mr. Fuerst is qualified to serve as a director due to his extensive financial, accounting, and executive
leadership experience across the healthcare and financial services industries.
Kenneth Cooper, Age 53. Mr. Cooper has served as Founder and
Chief Executive Officer of Pur Health Holdings, a behavioral healthcare company, since January 2023. From October 2007 to August 2021,
Mr. Cooper served as Chief Executive Officer of North American Dental Group, a dental support organization of which he was a founding
member. Mr. Cooper attended Youngstown State University. The Board believes Mr. Cooper is qualified to serve as a director due to his
experience as a founder and chief executive officer of multiple healthcare organizations and his expertise in scaling private equity-backed
enterprises.
There are no arrangements or understandings between
any of the new directors and any other person pursuant to which such director was elected, other than as contemplated by the Agreement
and Plan of Merger and Reorganization, dated as of April 25, 2025, by and among the Company, CP Merger Sub, Inc., and Z Squared Opco,
Inc. There are no transactions between the Company and any of the new directors required to be disclosed under Item 404(a) of Regulation
S-K.
Each of Mr. Sohn, Mr. Fuerst, and Mr. Cooper is
a party to an Independent Director Agreement with the Company, dated as of June 4, 2025 (each, a “Director Agreement”). In
connection with their election to the Board, the Company has adopted a Non-Employee Director Compensation Program (the “NED Program”),
which provides each non-employee director with (i) an annual cash retainer of $24,000 (plus an additional $10,000 for the Chair of the
Audit Committee), (ii) an initial restricted stock unit (“RSU”) grant having an aggregate grant-date fair value of $150,000,
vesting in 36 equal monthly installments commencing on the grant date (the “Initial RSU Grant”), and (iii) an annual RSU grant
having an aggregate grant-date fair value of $36,000 ($50,000 for the Chair of the Audit Committee), vesting in four equal quarterly installments
commencing on the first anniversary of the applicable director’s appointment. Pursuant to each Director Agreement and the NED Program,
each of Mr. Sohn, Mr. Fuerst, and Mr. Cooper received an Initial RSU Grant on April 27, 2026.
The foregoing descriptions of the Director Agreements
and the NED Program are qualified in their entirety by reference to the full text of each such Director Agreement and the NED Program,
copies of which are filed as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
(e) Compensatory Arrangements with Certain
Officers
In connection with the Merger and the appointments
described under Item 5.02(c) above, on April 27, 2026, the Company entered into the executive employment agreements and equity awards
described below.
Halabu A&R Agreement.
The Company entered into an Amended and Restated
Executive Employment Agreement (the “Halabu A&R Agreement”) with Mr. Halabu, which amends, restates, and supersedes in
its entirety his Executive Employment Agreement, dated as of March 18, 2025 (the “Halabu Prior Agreement”). The Halabu A&R
Agreement provides for Mr. Halabu’s continued service as Co-Chief Executive Officer of the Company on the terms set forth therein.
Pursuant to Section 3(d) of the Halabu A&R Agreement, the Company granted to Mr. Halabu, on April 27, 2026, an option to purchase
500,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on April 27, 2026 (the “Halabu
Appreciation Options”). The Halabu Appreciation Options vest in full upon the date on which the fair market value of the Common
Stock has increased by 50% above its fair market value on April 27, 2026, as determined by the Board in its reasonable discretion, and
remain exercisable for ten years from the grant date, subject to earlier termination in accordance with the Z Squared Inc. 2025 Incentive
Compensation Plan (the “2025 Plan”) and the applicable award agreement. The Board acknowledged that the Halabu Appreciation
Options represent the option grant originally contemplated by Section 3(d) of the Halabu Prior Agreement and not previously made.
Cogley A&R Agreement.
The Company entered into an Amended and Restated
Executive Employment Agreement (the “Cogley A&R Agreement”) with Mr. Cogley, which amends, restates, and supersedes in
its entirety his Executive Employment Agreement, dated as of June 11, 2025, as amended by the First Amendment thereto, dated as of April
3, 2026 (which First Amendment increased Mr. Cogley’s annual base salary from $200,000 to $250,000, effective as of January 1, 2026).
The Cogley A&R Agreement provides for Mr. Cogley’s continued service as Chief Financial Officer of the Company on the terms
set forth therein. Pursuant to Section 3(c) of the Cogley A&R Agreement, the Company granted to Mr. Cogley, on April 27, 2026, an
option to purchase 100,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on April 27,
2026 (the “Cogley Appreciation Options”), with vesting and term provisions substantially similar to those of the Halabu Appreciation
Options described above. In addition, pursuant to Section 3(b) of the Cogley A&R Agreement, the Company granted to Mr. Cogley, on
April 27, 2026, an annual bonus award of RSUs (the “Cogley Annual Bonus RSUs”) having an aggregate grant-date fair market
value equal to $250,000, with the number of Cogley Annual Bonus RSUs determined by dividing $250,000 by the closing price per share of
the Common Stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share). The Cogley Annual Bonus RSUs
vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to Mr. Cogley’s continued employment
with the Company on each applicable vesting date.
Schadel Agreement.
The Company entered into an Executive Employment
Agreement (the “Schadel Agreement”) with Mr. Schadel, which provides for Mr. Schadel’s service as Chief Marketing Officer
of the Company at an initial annual base salary of $180,000 on the terms set forth therein. Pursuant to Section 3(c) of the Schadel Agreement,
the Company granted to Mr. Schadel, on April 27, 2026, an option to purchase 100,000 shares of Common Stock at an exercise price equal
to the fair market value of the Common Stock on April 27, 2026 (the “Schadel Appreciation Options”), with vesting and term
provisions substantially similar to those of the Halabu Appreciation Options. In addition, pursuant to Section 3(b) of the Schadel Agreement,
the Company granted to Mr. Schadel, on April 27, 2026, an annual bonus award of RSUs (the “Schadel Annual Bonus RSUs”) having
an aggregate grant-date fair market value of $150,000, with the number of Schadel Annual Bonus RSUs determined by dividing $150,000 by
the closing price per share of the Common Stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share).
The Schadel Annual Bonus RSUs vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to Mr.
Schadel’s continued employment with the Company on each applicable vesting date.
2025 Incentive Compensation Plan.
The 2025 Plan was approved by the stockholders
of the Company at the special meeting of stockholders held on January 30, 2026, and became effective as of the effective time of the Merger
on April 27, 2026. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock
units, performance shares, performance stock units, deferred stock awards, dividend equivalents, performance bonus awards, and other stock-based
awards to employees, directors, non-employee directors, and consultants of the Company and its affiliates and subsidiaries. The 2025 Plan
is administered by the Compensation Committee of the Board. The aggregate number of shares of Common Stock that may be issued or transferred
pursuant to awards under the 2025 Plan may not exceed 15% of the number of shares of Common Stock issued and outstanding from time to
time; the maximum number of shares deliverable upon exercise of incentive stock options is 300,000, subject to adjustment as provided
in the 2025 Plan.
In connection with the adoption of the 2025 Plan,
the Board approved forms of Stock Option Award Agreement, Restricted Stock Unit Award Agreement, and Restricted Stock Award Agreement
to be used in connection with awards granted under the 2025 Plan.
The foregoing descriptions of the Halabu A&R
Agreement, the Cogley A&R Agreement, the Schadel Agreement, the 2025 Plan, and the related forms of award agreements do not purport
to be complete and are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibits
10.6, 10.7, 10.8, 10.11, 10.12, 10.13, and 10.14, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On April 24, 2026, the Company issued a press release announcing the
closing of the Merger and the listing of the Common Stock on the Nasdaq Global Market under the trading symbol “ZSQR.” A copy
of that press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
On April 28, 2026, the Company issued a press release announcing the
executive leadership appointments described under Item 5.02 of this Current Report on Form 8-K. A copy of that press release is furnished
as Exhibit 99.2 hereto.
On April 29, 2026, the Company issued a press release announcing the
entry into the Skycore LOI described under Item 1.01 of this Current Report on Form 8-K. A copy of that press release is furnished as
Exhibit 99.1 hereto.
The information contained in this Item 7.01, including Exhibits 99.1,
99.2, and 99.3, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into
any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On April 27, 2026, the Board established a Board
of Advisors of the Company and approved a form of Board of Advisors Agreement to be entered into between the Company and each member of
the Board of Advisors. The Board of Advisors will provide non-binding strategic advice to the Board and management of the Company. Members
of the Board of Advisors will not be directors of the Company and will not have any voting rights with respect to matters considered by
the Board.
Pursuant to Exhibit A of the MAP Agreement (described
under Item 1.01 above), the Board approved each of Pete Najarian or Jon Najarian (as designated by MAP) and Marc X. LoPresti to serve
as a member of the Board of Advisors for a one-year term. The Chief Executive Officer of the Company is authorized to identify and appoint
additional members of the Board of Advisors from time to time, in each case subject to the execution and delivery of a Board of Advisors
Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Binding Letter of Intent, dated April 28, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC. |
| 10.2 |
|
Second Amendment to Consulting Agreement, dated April 27, 2026, by and
between Z Squared Inc. and Group 10 Holdings LLC. |
| 10.3 |
|
Corporate Services Agreement, dated as of January 23, 2026, by and between Z Squared Inc. and Moneta Advisory Partners, LLC (including the Milestone-Based Equity Award Schedule attached as Exhibit B thereto). |
| 10.4# |
|
Investor Relations Consulting Agreement, dated December 8, 2025, by and between Z Squared Inc. and MZHCI, LLC. |
| 10.5# |
|
Marketing Services Agreement, dated February 24, 2026, by and between Z Squared Inc. and Fulcrum New Amsterdam LLC (d/b/a Retail Sparks). |
| 10.6† |
|
Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and David Halabu. |
| 10.7† |
|
Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Brian Cogley. |
| 10.8† |
|
Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Ryan Schadel. |
| 10.9† |
|
Form of Independent Director Agreement. |
| 10.10† |
|
Z Squared Inc. Non-Employee Director Compensation Program. |
| 10.11† |
|
Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Annex C to the Company’s Registration Statement on Form S-4 (File No. 333-288329)). |
| 10.12† |
|
Form of Stock Option Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan. |
| 10.13† |
|
Form of Restricted Stock Unit Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan. |
| 10.14† |
|
Form of Restricted Stock Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan. |
| 99.1 |
|
Press Release issued by Z Squared Inc. on April 29, 2026 (Skycore). |
| 99.2 |
|
Press Release issued by Z Squared Inc. on April 28, 2026 (Executive Appointments). |
| 99.3 |
|
Press Release issued by Z Squared Inc. on April 24, 2026 (Closing of Merger) (furnished, not filed). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Indicates management contract
or compensatory plan, contract, or arrangement.
# Certain information contained in this exhibit,
marked by brackets or asterisks, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats
as private or confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the Securities
and Exchange Commission upon its request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: May 1, 2026 |
Z SQUARED INC. |
| |
|
| |
By: /s/ David Halabu |
| |
Name: David Halabu
Title: Co-Chief Executive Officer
|
Exhibit 99.1
Z Squared to Acquire Skycore Digital, Adding
24 MW of Energized AI Infrastructure with Expansion Path to 42 MW
Company to Ring Closing Bell at Nasdaq MarketSite
Fort Lauderdale, FL., April 29, 2026 — Z Squared, Inc.
(Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated digital infrastructure company, today announced
that it has entered into a binding letter of intent to acquire 100% of the membership interests of Skycore Digital LLC (“Skycore”),
an operating digital infrastructure company with three active sites in North Carolina powered by Duke Energy.
Skycore operates approximately 24 megawatts (“MW”) of energized
power capacity currently connected to the Duke Energy grid, with an additional 18 MW available through existing Duke Energy Letters of
Authorization. Together, the assets provide Z Squared with a defined path to up to 42 MW of total potential capacity.
The Company believes the acquisition represents a significant step
in its expansion into AI infrastructure by adding energized, operational power capacity at a time when grid access, interconnection, and
power availability have become critical constraints for AI and high-performance compute deployments.
Spectrum high speed fiber internet service is expected to be activated
at two of Skycore’s three sites in the coming weeks, further positioning the sites to support AI inference, high-performance compute,
and other power-dense workloads.
Transaction Overview
The transaction is structured entirely in Series B Convertible Preferred
Stock, with no cash consideration and no debt financing.
Total consideration consists of Series B Convertible Preferred Stock
with an $18 million base aggregate liquidation preference at closing, plus up to an additional $4 million, scaled pro rata based on additional
MW secured prior to closing, with the full $4 million payable upon securement of 18 MW. Maximum aggregate consideration is $22 million.
Key terms of the Series B Convertible Preferred Stock include a $1,000
stated value per share; an 8% cash dividend or 10% payment-in-kind dividend, at the Company’s election; conversion at a 10% premium
to the 20-day VWAP at signing; a seven-year mandatory redemption; an annual holder put right beginning in year two, capped at 20% per
year; and a $500,000 break-up fee payable by Z Squared.
The parties have agreed to a 90-day exclusivity period. The acquisition
is expected to close within 60 days following execution of a definitive purchase agreement, subject to customary closing conditions.
Michelle Burke, Co-Chief Executive Officer of Z Squared, commented,
“Power now and room to scale are what Skycore delivers. In this market, megawatts and interconnection are among the scarcest resources
in AI infrastructure. You cannot conjure them on demand. Skycore comes to us already energized and connected to the Duke Energy grid,
with a defined path to 42 MW and an experienced operations team that knows how to scale. We are adding real, operational, energized infrastructure
without touching our cash position and without creating a single dollar of debt.”
David Halabu, Co-Chief Executive Officer of Z Squared, added, “We
are evaluating additional opportunities with similar characteristics and remain focused on acquiring operational infrastructure where
power is already secured and AI expansion is clearly defined.”
About Z Squared
Z Squared is a computing infrastructure company operating advanced
computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. The Company's current operations include crypto mining,
which provides a natural foundation for the Company's newer verticals in power generation, data center development, and high-performance
compute hosting. The Company manages and optimizes a substantial fleet of specialized computing hardware, supported by dynamic power management
strategies, real time analytics dashboards, and a comprehensive in house repair and lifecycle management program designed to maximize
hardware efficiency and reduce capital waste.
Z Squared's distributed, facility agnostic infrastructure is purpose
built for operational resilience and rapid scalability. The Company's infrastructure avoids over reliance on any single hosting provider
and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and uptime performance. Z Squared's
operational model emphasizes efficiency, discipline, and precision execution, grounded in real time analytics integrated through centralized
dashboards that aggregate data from facilities, hardware, and internal systems.
The Company's power strategy is designed to respond flexibly to real
time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting energy consumption in response
to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing operational efficiency.
Z Squared's distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory shifts or grid instability,
and supports rapid scalability into new geographies and emerging computing workloads.
The Company is led by an experienced team with deep expertise in large
scale computing operations, infrastructure optimization, and power management.
For more information, please visit www.zsquaredinc.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology
such as "may," "should," "could," "would," "will," "expect," "anticipate,"
"intend," "plan," "believe," "estimate," "continue," "potential," "aim,"
"project," and similar expressions. Forward-looking statements in this press release include, without limitation, statements
regarding the proposed acquisition of Skycore Digital LLC and its expected benefits to the Company; the negotiation and execution of definitive
transaction documentation and the satisfaction of closing conditions; the expected timing and completion of the proposed acquisition;
Skycore’s currently energized power capacity and the expected securement of additional power capacity, including the path to 42
MW; the expected activation of Spectrum 20 Gbps fiber service at Skycore’s sites; the Company’s expansion into AI infrastructure
and its ability to support AI inference, high-performance compute, and other power-dense workloads; the terms and operation of the Series
B Convertible Preferred Stock, including dividend elections, conversion, redemption, and the holder put right; the expected benefits of
the Company's Co-CEO leadership structure the expected benefits of the Company's vertically integrated computing infrastructure model;
the Company's ability to scale into new geographies and emerging computing workloads; and the Company's future financial and operational
performance.
These forward-looking statements are based on management's current
expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the Company’s
ability to negotiate, execute, and consummate the proposed Skycore acquisition on the proposed terms or at all; the satisfaction of closing
conditions, including Skycore’s ability to secure additional power capacity prior to closing; the Company’s ability to integrate
Skycore’s operations and realize the anticipated benefits of the proposed acquisition; the timing and performance of third-party
providers, including Duke Energy and Spectrum; the Company’s ability to realize the anticipated benefits of its Co-CEO leadership
structure; the Company's ability to execute its business strategy; competition in the computing infrastructure and digital asset industries;
changes in power costs, energy regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company's ability
to maintain and expand its facility footprint; the volatility of cryptocurrency markets and digital asset values;
market, economic, and capital markets conditions; and regulatory developments affecting the Company's operations. Additional risks and
uncertainties are described under the heading "Risk Factors" in the Company's Registration Statement on Form S-4, as amended,
and other filings with the SEC.
Except as required by law, the Company undertakes no obligation to
publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether
as a result of new information, future events, or otherwise.
Investor Relations Contact: ZSQR@mzgroup.us
Exhibit 99.2
Z Squared Announces Executive Leadership Appointments
to Advance AI Infrastructure Strategy
Michelle Burke Appointed Co-Chief Executive Officer; Ryan Schadel
Appointed Chief Marketing Officer as Company Aligns Leadership with Power and High-Density Compute Strategy
Fort Lauderdale, FL — April 28, 2026 — Z Squared,
Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated digital infrastructure company, today
announced key executive leadership appointments designed to support the Company’s next phase of growth as it formally advances its
AI infrastructure strategy.
Michelle Burke has been appointed Co-Chief Executive Officer, joining
David Halabu in a Co-CEO leadership structure. Ryan Schadel has joined Z Squared as its Chief Marketing Officer. Both appointments are
effective immediately.
Under the Co-CEO structure, Mr. Halabu will focus on capital markets,
real estate, and asset acquisition, while Ms. Burke will lead operating execution across power procurement, site development, hardware
deployment, infrastructure readiness, and high-density compute operations. Ms. Burke has served as the Company’s Chief Operating
Officer since inception and has hands-on multi-site infrastructure operations experience.
As Chief Marketing Officer, Mr. Schadel will lead the Company’s
brand, investor, and capital markets communications. Mr. Schadel brings nearly two decades of public markets experience and currently
serves as Chief Executive Officer of Metavesco, Inc., a digital platform developer for OTC traded companies. He is known for his direct,
investor first approach to public company communications.
The appointments come as demand for AI infrastructure continues to
accelerate and the market faces growing constraints around power availability, interconnection timelines, grid upgrades, and deployment
of high-density compute environments. Z Squared believes these constraints are creating opportunities for infrastructure operators with
experience in power procurement, managing complex site execution, and deploying compute infrastructure with discipline.
Michelle Burke, Co-Chief Executive Officer of Z Squared, commented,
“AI infrastructure is increasingly constrained by power availability, long lead times, cooling solutions, and the ability to reliably
operate high density environments. Our team has experience managing institutional scale infrastructure, and we believe that experience
matters in a market where execution is the skill gap.”
David Halabu, Co-Chief Executive Officer of Z Squared, commented, “Michelle’s
leadership in hardware deployment and infrastructure execution complements my background in real estate and asset acquisition. Ryan brings
a direct, investor-first approach to public company communications, which we believe will be important as we communicate Z Squared’s
AI infrastructure strategy to our co-owners, community stakeholders, and business partners.”
The Company intends to evaluate and pursue AI infrastructure opportunities,
including infrastructure designed to support high-performance computing and AI inference workloads. Z Squared believes the AI infrastructure
market will reward operators that can identify power-advantaged sites, deploy high-density compute infrastructure, and deliver reliable
operations through disciplined execution.
About Z Squared
Z Squared is a computing infrastructure company operating advanced
computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. The Company’s current operations
include crypto mining, which provides a natural foundation for the Company’s newer verticals in power generation, data center development,
and high-performance compute hosting. The Company manages and optimizes a substantial fleet of specialized computing hardware, supported
by dynamic power management strategies, real time analytics dashboards, and a comprehensive in house repair and lifecycle management program
designed to maximize hardware efficiency and reduce capital waste.
Z Squared's distributed, facility agnostic infrastructure is purpose
built for operational resilience and rapid scalability. The Company's infrastructure avoids over reliance on any single hosting provider
and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and uptime performance. Z Squared's
operational model emphasizes efficiency, discipline, and precision execution, grounded in real time analytics integrated through centralized
dashboards that aggregate data from facilities, hardware, and internal systems.
The Company's power strategy is designed to respond flexibly to real
time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting energy consumption in response
to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing operational efficiency.
Z Squared's distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory shifts or grid instability,
and supports rapid scalability into new geographies and emerging computing workloads.
The Company is led by an experienced team with deep expertise in large
scale computing operations, infrastructure optimization, and power management.
For more information, please visit www.zsquaredinc.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology
such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “continue,” “potential,”
“aim,” “project,” and similar expressions. Forward-looking statements in this press release include, without limitation,
statements regarding the expected benefits of the Company’s Co-CEO leadership structure and the appointments of Ms. Burke and Mr.
Schadel; the Company’s AI infrastructure strategy and its ability to pursue and execute on AI infrastructure opportunities; the
Company’s ability to capitalize on market constraints around power availability, interconnection timelines, grid upgrades, and high-density
compute deployment; the Company’s power procurement, site execution, hardware deployment, and high-density compute operations capabilities;
the expected benefits of the Company's vertically integrated computing infrastructure model; the Company's ability to scale into new geographies
and emerging computing workloads; and the Company's future financial and operational performance.
These forward-looking statements are based on management's current
expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the Company's ability
to execute its business strategy; competition in the computing infrastructure and digital asset industries; changes in power costs, energy
regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company's ability to maintain and expand its facility
footprint; the volatility of cryptocurrency markets and digital asset values; market, economic, and capital markets conditions; and regulatory
developments affecting the Company's operations. Additional risks and uncertainties are described under the heading "Risk Factors"
in the Company's Registration Statement on Form S-4, as amended, and other filings with the SEC.
Except as required by law, the Company undertakes no obligation to
publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether
as a result of new information, future events, or otherwise.
Investor Relations Contact: ZSQR@mzgroup.us
Exhibit 99.3
Z Squared Announces Completion of Business Combination
with Coeptis Therapeutics and Listing on the Nasdaq Global Market
~ Shares to Commence Trading on the Nasdaq Global
Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~
Fort Lauderdale, FL., April 24, 2026 Z Squared,
Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated computing infrastructure company,
today announced the completion of its business combination with Coeptis Therapeutics Holdings, Inc. (“Coeptis”). In connection
with the business combination, the combined company has been renamed “Z Squared Inc.” and its public shares are expected to
commence trading on the Nasdaq Global Market under the ticker symbol “ZSQR” on Monday, April 27, 2026 (CUSIP: 98878K108).
The closing follows the satisfaction of all conditions,
including SEC effectiveness of the Form S-4 registration statement and the receipt of approval from Coeptis’ stockholders. In connection
with the consummation of the business combination, Z Squared Opco Inc. (formerly Z Squared, Inc.) has become a wholly owned subsidiary
of the Company.
Prior to the consummation of the business combination
Coeptis declared and effected a pro rata distribution to Coeptis’s record date stockholders of Coeptis’s ownership interest
in its subsidiary that held a portion of Coeptis’s pre-business combination biopharmaceutical business.
In connection with the business combination, the former
stockholders of Z Squared Opco Inc. (“Z Squared Opco”) exchanged their shares of Z Squared Opco common stock for shares of
common stock of the Company. Following the business combination, the Company has approximately 51.5 million shares of common stock issued
and outstanding, with the former stockholders of Z Squared Opco now owning approximately 85% of the Company, and the existing stockholders
of the Company owning approximately 15% of the Company.
Michelle Burke, Chief Operating Officer commented, “We have built
a vertically integrated computing infrastructure platform across three states, supported by dynamic power management, real time analytics,
and a comprehensive hardware lifecycle program. Z Squared is well positioned to deliver consistent results and to grow into new geographies
and workloads. We could not be more excited about what lies ahead. The market timing is exceptional, and we believe the best is yet to
come.”
About Z Squared
Z Squared is a vertically integrated computing infrastructure
company operating advanced computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. The Company
manages and optimizes a substantial fleet of specialized computing hardware, supported by dynamic power management strategies, real time
analytics dashboards, and a comprehensive in house repair and lifecycle management program designed to maximize hardware efficiency and
reduce capital waste.
Z Squared’s distributed, facility agnostic infrastructure
is purpose built for operational resilience and rapid scalability. The Company’s infrastructure avoids over reliance on any single
hosting provider and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and uptime performance.
Z Squared’s operational model emphasizes efficiency, discipline, and precision execution, grounded in real time analytics integrated
through centralized dashboards that aggregate data from facilities, hardware, and internal systems.
The Company’s power strategy is designed to
respond flexibly to real time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting
energy consumption in response to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing
operational efficiency. Z Squared’s distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory
shifts or grid instability, and supports rapid scalability into new geographies and emerging computing workloads.
The Company is led by an experienced team with deep
expertise in large scale computing operations, infrastructure optimization, and power management.
For more information, please visit www.zsquaredinc.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements
regarding the expected commencement of trading of the Company's common stock on the Nasdaq Global Market; the Company’s business
strategy, operational plans, and growth prospects; the expected benefits of the Company’s vertically integrated computing infrastructure
model; the Company’s ability to scale into new geographies and emerging computing workloads; and the Company’s future financial
and operational performance.
These forward-looking statements are based on management’s
current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the
Company’s ability to execute its business strategy; competition in the computing infrastructure and digital asset industries; changes
in power costs, energy regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company’s ability
to maintain and expand its facility footprint; the volatility of cryptocurrency markets and digital asset values; market, economic, and
capital markets conditions; and regulatory developments affecting the Company’s operations. Additional risks and uncertainties are
described under the heading “Risk Factors” in the Company’s Registration Statement on Form S-4, as amended, and other
filings with the SEC.
Except as required by law, the Company undertakes
no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press
release, whether as a result of new information, future events, or otherwise.
Investor Relations Contact:
ZSQR@mzgroup.us
