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:
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).
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. ☐
On May 19, 2026, Z Squared Inc. (NASDAQ: ZSQR)
(the “Company”) issued a press release announcing its Phase 1 plan to reach 100 megawatts (MW) of AI-ready infrastructure
capacity for inference workloads.
A copy of the press release is furnished as Exhibit
99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
Exhibit 99.1
Z Squared, Inc.
Outlines Phase 1 Plan to Reach 100 MW of AI-Ready Infrastructure for Inference Workloads
Ft. Lauderdale — May 19, 2026 —
Z Squared, Inc. (NASDAQ: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure for
inference workloads, today announced the Phase 1 destination of its strategy which includes a goal of reaching 100 megawatts (MW) of AI-ready
capacity available for customer contracts, across multiple U.S. sites over the next 18 months.
The 100 MW objective will be pursued through Z
Squared's acquire-and-convert engine, sourcing operating sites where power is already flowing, structuring shareholder-aligned acquisitions
and/or joint ventures, and converting those sites to AI-ready capacity on a truncated timeline relative to current market standard of,
three-to-five-years for a greenfield development.
As a first step in achieving the Company’s
goal of 100 MW in this phase, the Company signed a binding letter of intent to acquire Skycore Digital (“Skycore”), as previously
announced, comprising of three active North Carolina sites powered by Duke Energy. Skycore operates approximately 24 MW of energized capacity
currently connected to the grid, plus an additional 18 MW available through existing Duke Energy Letters of Authorization, the defined
path to up to 42 MW of total potential capacity.
Z Squared is operating from a virtually debt-free
balance sheet following its April 2026 listing on the Nasdaq Global Market.
The Company is actively evaluating a pipeline
of additional acquisition targets consistent with its acquire-and-convert strategy. Each target is assessed on the same criteria applied
to Skycore: energized, grid-connected sites where conversion to AI-ready inference capacity can be executed without the multi-year delays
associated with greenfield development. As with any acquisition pipeline, there can be no assurance that additional transactions will
be completed on acceptable terms or at all.
“Power is the gating input for AI infrastructure,
and time-to-power is what separates the operators who can serve this market from the ones who cannot,” said David Halabu, Co-Chief
Executive Officer of Z Squared. “Our engine is straightforward: acquire operating sites where power is already flowing, structure
each deal in alignment with shareholders’ interests, and convert those sites to AI-ready capacity on the timeline customers actually
need. That is what Z Squared does, and we are building the pipeline to do it at scale."
“What makes this strategy executable is
operational discipline,” said Michelle Burke, Co-Chief Executive Officer of Z Squared. “Skycore closes, we convert. The next
site closes, we convert. Conversion capital is staged site by site, milestone by milestone, against customer contracts and operational
readiness, not ahead of them. That discipline is how we move through a pipeline of acquisitions without overextending the balance sheet
or sacrificing execution quality.”
Operating Principles
Z Squared's strategy is built on three principles:
| • | Lead with power. Start where power is already flowing. Time-to-power is the underlying advantage. |
| • | Build for inference. The workload being built for is production inference, the AI workload that powers chat sessions, copilots,
recommendations, and customer-service interactions at scale — not foundation-model training. |
| • | Scale with discipline. Shareholder-aligned deal structures tie sellers to Z Squared’s long-term success. Conversion capital
is staged site by site, against signed contracts and operational readiness. |
AI workloads run on electricity at industrial
scale, and grid interconnection queues for new data center sites have stretched to multiple years in most U.S. regions. A new site applying
for power today may not see commercial capacity for up to three to five years. At the same time, some NeoCloud operators racing to deploy
AI compute are turning customers away because they cannot bring infrastructure online fast enough.
The intended customers for Z Squared's AI-ready
capacity are NeoCloud operators and the next wave of AI infrastructure operators deploying production AI compute at scale, specialized
cloud operators built for AI workloads. Under the model, the customer brings the compute hardware, and Z Squared will have the ability
to deliver the other material pieces: power, cooling, density, fiber, security, and operations.
About Z Squared
Z Squared is a computing infrastructure company
operating advanced computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. Z Squared’s distributed,
facility agnostic infrastructure is purpose built for operational resilience and rapid scalability. 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.
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.
Z Squared recently entered into a binding letter
of intent to acquire Skycore Digital, potentially adding 24 MW of energized AI-ready infrastructure in North Carolina with an expansion
path to 42 MW.
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, as amended. Forward-looking statements may be identified by words such as "believes,"
"expects," "intends," "plans," "anticipates," "aims," "goal," "objective,"
"potential," "will," "would," "could," and similar expressions, although not all forward-looking
statements contain such identifying words. Forward-looking statements in this press release include, without limitation, statements regarding:
the Company's Phase 1 goal of reaching 100 megawatts of AI-ready capacity available for customer contracts across multiple U.S. sites
over 18 months, and the Company's ability to achieve that goal on the contemplated timeline or at all; the Company's "acquire-and-convert"
strategy, including its ability to identify, source, and structure acquisitions and joint ventures involving energized, grid-connected
sites and to convert those sites to AI-ready capacity on timelines shorter than the three-to-five-year cycles management associates with
greenfield development; the proposed acquisition of Skycore Digital, including the parties' ability to negotiate, execute, and consummate
definitive transaction documentation on the terms contemplated by the binding letter of intent or at all, and the timing thereof; the
anticipated benefits of the proposed Skycore Digital transaction, including the addition of approximately 24 MW of energized capacity
in North Carolina and the potential expansion path to up to 42 MW of total capacity through the conversion of 18 MW available under existing
Duke Energy Letters of Authorization; the Company's pipeline of additional acquisition and partnership opportunities involving energized
infrastructure assets, and the Company's ability to execute on that pipeline on acceptable terms or at all; the anticipated customer profile
for the Company's AI-ready capacity, including NeoCloud operators and other AI infrastructure operators deploying production inference
workloads, and the Company's ability to attract and contract with those customers; the Company's ability to deliver power, cooling, density,
fiber, security, and operations to those customers under the contemplated customer-supplied-compute model; expected dynamics affecting
grid interconnection queues and time-to-power for new data center capacity in the United States; the Company's belief that growing demand
for AI inference capacity and constraints on energized power availability are creating opportunities for experienced infrastructure operators;
the Company's plans to expand its existing crypto mining foundation into power generation, data center development, and high-performance
compute hosting; the Company's power-management strategies and ability to lower its cost per kilowatt-hour through curtailment participation
and response to seasonal rate fluctuations while preserving uptime; the resilience and scalability benefits of the Company's distributed,
facility-agnostic infrastructure, including its 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, uncertainties, and other factors, many of which are outside the Company's
control, that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, among
others: the Company's ability to achieve its Phase 1 100 MW objective on the contemplated timeline, or at all, including the risk that
acquisitions, joint ventures, financing, conversion capital deployment, customer contracting, or site development do not progress as anticipated;
the Company's ability to execute its acquire-and-convert strategy, including its ability to identify suitable energized sites, structure
transactions on acceptable terms, and convert acquired sites to AI-ready capacity on the truncated timelines management contemplates;
the Company's ability to negotiate and execute definitive transaction documentation for the Skycore Digital acquisition, satisfy or obtain
waivers of conditions to closing, finance the transaction, and consummate the acquisition on the timeline contemplated by the binding
letter of intent or at all; the Company's ability to realize the anticipated benefits of the proposed Skycore Digital transaction, including
the projected megawatt capacity and the conversion of the 18 MW available under existing Duke Energy Letters of Authorization into operational
capacity; the Company's ability to execute its post-listing business strategy and to integrate operations and personnel following the
recently completed business combination; the Company's ability to develop the technical, operational, financial, and commercial capabilities
required to participate in the AI infrastructure, data center, and high-performance compute hosting markets, none of which currently generate
revenue for the Company; whether expected demand from NeoCloud operators and other AI infrastructure customers for production inference
capacity materializes on the timeline or in the magnitude management anticipates; the Company's current dependence on cryptocurrency mining
and the volatility of cryptocurrency markets, mining economics, network difficulty, and digital asset values, including with respect to
Dogecoin; changes in power costs, energy regulation, grid conditions, interconnection queue dynamics, curtailment programs, and seasonal
electricity rate fluctuations; the availability, pricing, and technological obsolescence of mining and computing hardware; the Company's
ability to maintain and expand its facility footprint and respond to localized regulatory shifts or grid instability; the continued service
of the Company's senior management, including its Co-Chief Executive Officers; competition in the computing infrastructure, cryptocurrency
mining, AI infrastructure, and digital asset industries; market, economic, and capital-markets conditions, including the Company's ability
to access additional capital on acceptable terms; and regulatory developments affecting cryptocurrency mining, digital assets, power consumption,
and data-center operations. Additional risks and uncertainties are described under the heading "Risk Factors" in the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026 reporting the closing of the business combination,
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and the Company's subsequent filings with the Securities
and Exchange Commission, each of which is available at www.sec.gov.
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
