Z Squared Inc. (ZSQR): Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Z Squared Inc. (NASDAQ:ZSQR) outlined a power-first AI infrastructure strategy in a shareholder letter. It agreed July 31 to acquire Paradox Data and a Union County campus in Arkansas with about 8 MW energized capacity, targeting 50 MW interconnection and up to 150 MW firm power. Deal is stock-only, with $5M Series A convertible preferred at close and up to $20M contingent on milestones. Cash was $15.5M as of June 30, 2026.

Z Squared Inc. (Nasdaq: ZSQR) signed a definitive agreement to acquire 100% of Paradox Data LLC, expanding a prior majority-interest deal. The Union County Campus in Arkansas targets up to 150 MW AI-ready capacity. Consideration is $5.0M Series A convertible preferred at $7.45/share at closing, plus up to $20M in milestone preferred tied to energization and capacity thresholds. Closing within 30 days, subject to conditions.

Z Squared Inc. (NASDAQ: ZSQR) said it raised about $15.3 million via equity sales under a standby equity purchase agreement, with no new corporate debt. The company plans to use net proceeds for acquisition/conversion and general purposes, including letters of intent to acquire Skycore Digital (~24 MW energized, up to 42 MW) and a majority interest in Paradox Data LLC. Phase 1 target: 100 MW AI-ready capacity.

Z Squared, Inc. (Nasdaq: ZSQR) said it entered a binding letter of intent to acquire a majority interest in Paradox Data LLC, including Paradox’s Union County Campus in El Dorado, Arkansas. The deal uses Series D convertible preferred stock with a $5 million initial liquidation preference and no cash or debt. Paradox brings ~8 MW energized power and seeks interconnection up to 50 MW; the campus targets up to 150 MW firm power.

Z Squared, Inc. (Nasdaq: ZSQR) said it entered a $50 million committed equity forward purchase agreement with LucentHash/Data Part Capital (Translucent Matter Inc.). The company can draw in installments priced at 95% of a five-day VWAP, with a 9-month lock-up and no short-selling/hedging. It plans to fund Phase 1 AI infrastructure toward 100 MW, starting with a binding LOI to acquire Skycore Digital (up to 42 MW, 18 MW available).

Appleby served as legal counsel to Goldman Sachs in setting up West Grove Re, a Bermuda-based reinsurance sidecar. Goldman Sachs and Talcott Financial Group launched the entity to invest in the U.S. annuity market, raising around $1 billion in capital. Goldman Sachs and its clients, along with Talcott, made equity commitments.