Form 8-K
8-K — Z Squared Inc.
Accession: 0001683168-26-004560
Filed: 2026-06-04
Period: 2026-05-29
CIK: 0001759186
SIC: 6199 (FINANCE SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — zsquared_8k.htm (Primary)
EX-10.1 — COMMITTED EQUITY FORWARD PURCHASE AGREEMENT (zsquared_ex1001.htm)
EX-99.1 — PRESS RELEASE, DATED JUNE 4, 2026. (zsquared_ex9901.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: zsquared_8k.htm · Sequence: 1
COEPTIS THERAPEUTICS HOLDINGS, INC. 8-K
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0001759186
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2026-05-29
2026-05-29
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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):
May 29, 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)
________________________________________
(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
The Nasdaq
Stock Market LLC
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.
On May 29, 2026, Z Squared Inc. (the “Company”) entered
into a Committed Equity Forward Purchase Agreement (the “Purchase Agreement”) with LucentHash / Data Part Capital, a trading
name of Translucent Matter Inc., a British Virgin Islands company (the “Purchaser”). The Purchase Agreement allows the Company,
in its sole discretion, sell to the Purchaser up to an aggregate of $50,000,000 of shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), from time to time over the commitment period described below, subject to the terms
and conditions set forth in the Purchase Agreement.
The shares issued to the Purchaser under the Purchase Agreement are
restricted securities and are subject to a contractual lock-up of nine months from the issuance date of each tranche. During the period
from the date of the Purchase Agreement through 18 months following the final settlement of all shares issued thereunder, the Purchaser
is prohibited from engaging in short sales or other hedging transactions with respect to the Common Stock.
The Company may access the commitment by delivering draw notices to
the Purchaser, each of which constitutes a separate and independent forward purchase initiated at the Company’s election. Each draw
must be in an amount of not less than $50,000 and not more than $5,000,000, and not more than one draw notice may be outstanding at any
time, with a minimum of 14 calendar days required between successive draw notices. The purchase price for the shares sold in each draw
is 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period unique to that draw.
The Company retains sole control over whether, when, and in what amount to draw, and is under no obligation to draw any amount.
Draws are subject to an initial floor price of $5.00 per share. Any
pricing-period day on which the Common Stock closes below the then-applicable floor price is excluded from the calculation of the volume-weighted
average price, and a draw is canceled in its entirety if all five pricing-period days close below the floor price, in each case unless
the Purchaser waives the floor price for that draw. Following three consecutive draws canceled at the floor, the Purchaser may elect to
reset the floor price downward, subject to an absolute floor of $3.00 per share, or to terminate the Purchase Agreement, in each case
as more fully described in the Purchase Agreement.
As partial consideration for the Purchaser’s commitment, the
Company will pay a commitment fee of $500,000, equal to 1% of the total commitment, payable in five equal installments of $100,000 in
shares of Common Stock at each of the first five draw closings, with the number of shares for each installment determined by reference
to the closing price of the Common Stock on the trading day immediately preceding the applicable draw notice date. If fewer than five
draws are made, any unpaid installments are forfeited.
The aggregate number of shares of Common Stock issuable to the Purchaser
under the Purchase Agreement, including commitment fee shares and any shares issuable upon exercise of warrants issued under the Purchase
Agreement, may not exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement
(the “Exchange Cap”), unless and until the Company obtains shareholder approval for issuances in excess of the Exchange Cap
in accordance with the applicable rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5635(d). The Company has agreed to include
a proposal for such shareholder approval in the proxy statement for its next annual meeting of shareholders. In addition, the Purchaser
is not entitled to receive shares to the extent that the issuance would cause the Purchaser and its affiliates collectively to beneficially
own more than 19.99% of the Company’s then-outstanding Common Stock.
The commitment period is 18 months from the closing date, subject to
one mutual 12-month extension. The Company may terminate the Purchase Agreement at any time upon 30 days’ prior written notice,
with no termination fee, provided no draw is then pending, and may terminate immediately after the twelfth month if the Common Stock trades
above $15.00 per share for 20 consecutive trading days. The Purchase Agreement automatically terminates if the Common Stock trades above
$24.00 per share for 30 consecutive trading days. The Purchaser may terminate upon an uncured event of default or following three consecutive
floor-canceled draws.
In connection with the Purchase Agreement, the Company granted the
Purchaser registration rights with respect to the shares issued thereunder, including a demand registration right exercisable beginning
on the nine-month anniversary of the closing date.
2
The shares of Common Stock to be issued under the Purchase Agreement
will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Regulation D thereunder. The Purchaser has represented that it is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and is acquiring the shares for its own account for investment and not with a view
to distribution.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02. The shares of Common Stock issuable to the Purchaser under the Purchase Agreement,
including the commitment fee shares, will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Regulation D thereunder, based on the representations of the Purchaser described in Item 1.01.
Item 7.01 Regulation FD Disclosure.
On June 4, 2026, the Company issued a press release announcing its
entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s
plans and ability to draw on the Purchase Agreement and the timing and amounts of any draws; the anticipated use of proceeds; the Company’s
ability to obtain shareholder approval for issuances in excess of the Exchange Cap; and the Company’s business strategy, growth
prospects, and future operations. These statements are based on management’s current expectations and are subject to significant
risks and uncertainties, many of which are outside the Company’s control, that could cause actual results to differ materially from
those expressed or implied. Additional information concerning these risks is set forth 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, 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. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Committed Equity Forward Purchase Agreement, dated as of May 29, 2026, between Z Squared Inc. and LucentHash / Data Part Capital.
99.1
Press Release, dated June 4, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
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: June 4, 2026
Z SQUARED INC.
By: /s/ David Halabu
Name: David Halabu
Title: Chief Executive Officer
4
EX-10.1 — COMMITTED EQUITY FORWARD PURCHASE AGREEMENT
EX-10.1
Filename: zsquared_ex1001.htm · Sequence: 2
Exhibit 10.1
COMMITTED EQUITY FORWARD PURCHASE
AGREEMENT
between
Z SQUARED INC.
a Delaware corporation (Nasdaq: ZSQR)
and
DATA PART CAPITAL/ LUCENTHASH
a trading name of Translucent Matter
Inc., BVI entity no. 2128804
Total Commitment: $50,000,000
Dated as of May 29, 2026
CONFIDENTIAL — NOT FOR DISTRIBUTION
THIS
COMMITTED EQUITY FORWARD PURCHASE AGREEMENT (this "Agreement"), dated as of the date last signed below (the
"Effective Date"), is entered into between Z Squared, Inc., a Delaware corporation
(Nasdaq: ZSQR) (the "Company" or "Issuer"), and LucentHash / Data Part Capital, a trading
name of Translucent Matter Inc., a BVI entity (registration no. 2128804) (the "Purchaser" or "Investor").
All
monetary amounts are expressed and payable in United States Dollars. Any required conversion from a foreign currency shall be made
at the U.S. Federal Reserve spot rate on the applicable settlement date.
ARTICLE I. SUMMARY OF TERMS
The following table summarizes the principal economic
and structural terms. Detailed provisions are set forth in the Articles that follow.
Term
Description
Total Commitment
$50,000,000.00
Draw Minimum
$50,000 per draw
Draw Maximum
$5,000,000 per 14-calendar-day window
Draw Frequency
No more than one draw notice per 14 calendar days
Pricing
95% of the 5-day VWAP following draw notice delivery
Floor Price
$5.00 per share. Any Pricing Period Day on which ZSQR closes below the Floor Price is excluded from the VWAP calculation; if all 5 days close below the Floor Price, the draw is cancelled and may be resubmitted. Purchaser may waive the Floor Price within 2 business days of any draw notice. After 3 consecutive cancelled draws, Purchaser may elect to reset the Floor Price or terminate. See Articles II and III-B.
Purchaser Lockup
9 months from each issuance date (contractual; Section 4(a)(2) exempt)
Beneficial Ownership Cap
19.99% of outstanding shares
Exchange Cap
Aggregate issuances under this Agreement (including Commitment Fee Shares and warrant shares) capped at 19.99% of Common Stock outstanding immediately before signing, unless shareholder approval is obtained under Nasdaq Listing Rule 5635(d). See Article II.
Commitment Period
18 months from the Closing Date; one mutual 12-month extension option upon 30 days' notice before expiration
Commitment Fee
1% of the Total Commitment ($500,000), payable in five equal installments of $100,000 at each of the first five draw closings, each priced at the closing price of ZSQR common stock on the trading day immediately preceding the applicable draw notice date
Company Termination
30 days' written notice; no fee. Immediate termination right after month 12 if ZSQR trades above $15.00 for 20 consecutive trading days.
Forced Termination
Automatic upon ZSQR trading above $24.00 for 30 consecutive trading days — no party action required
Conversion Feature
After month 12 only (12-month blackout); Purchaser may convert unfunded commitment into 5-year warrants on 5 business days' notice at an exercise price equal to ninety-five percent (95%) of the volume-weighted average price ("VWAP") of the Company's Common Stock on the Nasdaq Global Markets for the twenty (20) consecutive trading days.
Registration Rights
Demand registration at 9-month anniversary; S-1 or S-3 filed within 30 days of demand
Settlement
T+1 from close of Pricing Period; DVP exchange via Continental Stock Transfer & Trust
Governing Law
Delaware
1
ARTICLE I-A. DEFINITIONS
As used in this Agreement, the following terms have
the meanings set forth below. Terms defined in the singular include the plural and vice versa. Where a definition cross-references a substantive
Article or Section, that Article or Section controls in any conflict.
"20-Day VWAP". means the volume-weighted
average price of ZSQR common stock over the 20 trading days ending on (and including) the date of calculation, determined using the methodology
set forth in Article II and used as the reference price for Floor Price reset elections under Article III-B.
"Absolute Floor". means $3.00 per share.
No reset under Article III-B may reduce the Floor Price below the Absolute Floor, regardless of market conditions or the number of prior
resets.
"Agreement". has the meaning set forth in
the preamble.
"Closing Date". means the date on which
this Agreement is executed by both parties
"Code". means the Internal Revenue Code
of 1986, as amended.
"Commitment"
or "Total Commitment". means the $50,000,000 maximum aggregate funding capacity available to the Company over the
Commitment Period. The Total Commitment is a capacity ceiling, not a single binding obligation to purchase a fixed number of shares
at a fixed price. See also Section 13.2.
"Commitment Fee". has the meaning set forth
in Section 3.1.
"Commitment Fee Shares". has the meaning
set forth in Section 3.1.
"Commitment Period". means the 18-month
period commencing on the Closing Date, subject to one mutual extension of up to 12 additional months upon 30 days' prior written notice
before expiration.
"Company" or "Issuer". means
Z Squared, Inc., a Delaware corporation (Nasdaq: ZSQR), together with its successors and permitted assigns.
"Conversion Blackout Period". has the meaning
set forth in Section 3.2.
"Draw
Amount". means the dollar amount specified in a draw notice, which shall be no less than $50,000 and no more than
$5,000,000 per draw.
"Election Window". means the 30-calendar-day
period beginning on the date the third consecutive Floor-Cancelled Draw is cancelled, during which Purchaser may exercise its reset or
termination right under Article III-B.
2
"Events of Default". has the meaning set
forth in Section 5.7.
"Exchange Act". means the Securities Exchange
Act of 1934, as amended.
“Exchange Cap”. has the meaning set forth
in Section 2.10.
"FDAP". means fixed or determinable annual
or periodical income subject to withholding under Chapter 3 of the Code. See Article XIII.
"Floor-Cancelled Draw". means a draw
notice cancelled in its entirety because all five days of the applicable Pricing Period closed below the Floor Price without any Purchaser
waiver. See Article III-B.
"Floor Price". initially means $5.00
per share, subject to reset pursuant to Article III-B. Closing prices below the Floor Price are excluded from the VWAP calculation for
any Pricing Period in which the Floor Price applies.
"Floor Termination Effective Date".
means the date that is 10 business days following delivery of a Purchaser termination notice under Article III-B, on which this Agreement
terminates if no counterproposal has been accepted as of that date.
"Forced Termination Trigger". has the meaning
set forth in Section 10.3.
"Independent Forward Purchase". has the
meaning set forth in Section 13.1.
"Losses". means losses, claims, damages,
liabilities, costs, and expenses of any kind, including reasonable attorneys' fees and disbursements.
"MAC" or "Material Adverse Change".
has the meaning set forth in Section 3A.1.
"MAC Notice". has the meaning set forth
in Section 3A.3.
"MAC Response". has the meaning set forth
in Section 3A.3.
"Pricing Period". means the 5 consecutive
trading days beginning on (and including) the first trading day after delivery of a draw notice, during which the VWAP is calculated.
"Prohibited Hedging Transactions". has the
meaning set forth in Section 5.6.
3
"Proposed Reset Price".
means a new Floor Price proposed by Purchaser in a reset election notice under Section 3B.2. The Proposed Reset Price must be at least
75% of the 20-Day VWAP as of the election date and not less than the Absolute Floor.
"Purchase Price".
means, for any given draw, 95% of the VWAP of ZSQR common stock over the applicable Pricing Period.
"Purchaser" or "Investor".
means LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a BVI entity (no. 2128804), and its successors and permitted
assigns.
“Restricted
Period". has the meaning set forth in Section 5.6.
“Revocation Notice". has the meaning set forth in
Section 4.5. “SEC". means the U.S. Securities and Exchange Commission.
"Securities Act". means the Securities Act
of 1933, as amended.
“Standing Authorization". has the meaning
set forth in Section 4.5.
“USRPHC". means a U.S. real property
holding corporation within the meaning of Section 897(c) of the Code. See Section 13.4.
“VWAP". means the volume-weighted
average price of ZSQR common stock for a given trading day or period, as calculated under Article II. For purposes of any draw, Pricing
Period days on which the closing price falls below the Floor Price are excluded from the VWAP calculation unless Purchaser has waived
the Floor Price for that draw.
ARTICLE II. DRAW MECHANICS
The Company may access the Commitment through periodic
draw notices subject to the mechanics set forth in this Article II. The Continental Standing Instruction Letter (Exhibit B) pre-authorizes
Continental Stock Transfer & Trust Company to process each conforming draw without requiring a separate instruction letter, officer
signature, or legal opinion per draw.
Section 2.1 Draw Notice. The Company shall deliver
written notice to Purchaser specifying the dollar amount of the draw, which must be at least $50,000 and no more than $5,000,000. Each
notice must be signed by at least two officers of the Company. The Board of Directors shall authorize all draws under this facility at
Closing pursuant to the Standing Authorization (see Section 4.5), and that authorization remains effective for the full Commitment Period
unless properly revoked in accordance with Section 4.5. Any draw notice properly submitted before the effective date of a revocation shall
be honored and settled in full, including any Pricing Period then in progress at the time the Revocation Notice is delivered.
4
Section 2.2 Pricing Period.
The Pricing Period for each draw consists of the 5 consecutive trading days beginning on the trading day after the draw notice is delivered.
The VWAP over that period is used to calculate the Purchase Price for that draw.
Section 2.3 Purchase Price. The Purchase Price for
each draw is 95% of the VWAP of ZSQR common stock over the applicable Pricing Period, calculated in accordance with this Article II.
Section
2.4 Floor Price Protection. Any Pricing Period Day on which ZSQR common stock closes below the then current Floor Price is
excluded from the VWAP calculation. If all 5 Pricing Period days close below the Floor Price, the draw is cancelled and may be
resubmitted by the Company. Notwithstanding the foregoing, Purchaser may waive the Floor Price for any draw by delivering written
notice within 2 business days of the draw notice; upon such waiver, all Pricing Period days are included in the VWAP regardless of
closing price and the cancellation provision does not apply. If 3 consecutive draw notices are each cancelled in their entirety due
to sub-floor closing prices without any Purchaser waiver, Purchaser shall have the right to elect either a Floor Price reset or
termination of this Agreement under Article III-B.
Section 2.5 Share Calculation. The number of
shares issuable on each draw equals the Draw Amount divided by the applicable Purchase Price, rounded down to the nearest whole share.
Section 2.6 Settlement. Settlement occurs on
a T+1 reasonable best efforts basis following the final day of the Pricing Period. The Company shall instruct Continental to issue shares
to Purchaser; Purchaser shall simultaneously wire the full cash purchase price. Settlement is on a delivery versus payment basis.
Section 2.7 Draw Frequency.
No more than one draw notice may be outstanding or pending at any time. A minimum of 14 calendar days must elapse between the delivery
of successive draw notices, measured from the date of each prior draw notice.
Section 2.8 Beneficial Ownership Cap. Purchaser
shall not be entitled to receive any shares under a draw or upon any issuance or exercise of warrants issued or issuable hereunder (including
pursuant to Section 3.2 and Section 5.8) to the extent that the issuance would cause Purchaser and its affiliates, taken together, to
beneficially own more than 19.99% of ZSQR's then-outstanding shares of common stock. Any portion of a draw or warrant exercise that would
cause Purchaser to exceed the cap is deemed cancelled or reduced to the extent of such excess; the Company may resubmit a reduced draw
for the permissible amount, and any unexercised portion of a warrant shall remain exercisable to the extent the cap is not then exceeded.
Section 2.9 MAC Suspension Right.
Purchaser has no obligation to fund any draw if a Material Adverse Change has occurred and is continuing as of the draw notice date
or at any point during the Pricing Period. To exercise this right, Purchaser must deliver written notice of MAC suspension within 2
business days of the draw notice. A draw suspended under this Section 2.9 may be resubmitted by the Company after the MAC is cured,
subject to a minimum of 14 calendar days having elapsed from the date of the suspended draw notice, measured in accordance with
Section 2.7. The full MAC definition and cure mechanics are set forth in Article III-A.
5
Section 2.10 Exchange Cap.
Notwithstanding any other provision of this Agreement to the contrary, the aggregate number of shares of Common Stock issued or issuable
to Purchaser under this Agreement (including, without limitation, all shares issued or issuable pursuant to draws under Article II, all
Commitment Fee Shares issued pursuant to Section 3.1, and all shares of Common Stock issued or issuable upon exercise of any warrants
issued or issuable to Purchaser hereunder, including pursuant to Section 3.2 (Conversion Feature) and Section 5.8 (Default Remedies))
shall not exceed that number of shares equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution
of this Agreement (the “Exchange Cap”), unless and until the Company has obtained the approval of its shareholders for the
issuance of shares of Common Stock under this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Nasdaq
Stock Market, including Nasdaq Listing Rule 5635(d). Any draw notice, warrant issuance, or warrant exercise that, when aggregated with
all prior issuances and issuable shares under this Agreement, would result in the aggregate number of shares issued or issuable to Purchaser
exceeding the Exchange Cap shall be deemed cancelled or automatically reduced to the extent of such excess, and any portion of any draw
deemed cancelled or reduced under this Section 2.10 may be resubmitted by the Company only to the extent of capacity remaining under the
Exchange Cap (or, following shareholder approval, without further regard to the Exchange Cap). The Company shall include the proposal
for shareholder approval contemplated by this Section 2.10 in the proxy statement for its next annual meeting of shareholders following
the Closing Date, or such earlier meeting as the Company may in its discretion elect, and shall use commercially reasonable efforts to
obtain such approval. This Section 2.10 operates independently of, and in addition to, the Beneficial Ownership Cap set forth in Section
2.8.
ARTICLE III-A. MATERIAL ADVERSE
CHANGE
Section 3A.1 Definition. "Material Adverse
Change" or "MAC" means any event, development, circumstance, condition, change, or effect that, individually or in the
aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, financial condition, assets,
liabilities, operations, or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company
to perform its obligations under this Agreement or to timely issue and deliver shares upon settlement of any draw. Without limiting the
foregoing, a MAC shall be deemed to have occurred if any of the following exists or has occurred since the most recent draw closing (or,
for the first draw, since the Closing Date):
(i)
the Company has filed for, or had filed against it, a voluntary or involuntary petition in bankruptcy, made a general assignment
for the benefit of creditors, or had a receiver or trustee appointed over all or substantially all of its assets;
(ii)
the Company has received a notice of delisting, a suspension of trading, or a Staff Determination letter from Nasdaq, or ZSQR common
stock has been halted from trading for more than 5 consecutive trading days for any reason other than a Company-requested halt pending
a material announcement;
(iii)
the Company has received a "going concern" qualification or emphasis-of-matter paragraph from its independent registered
public accountants in connection with any audited or reviewed financial statements;
(iv)
the Company's unrestricted cash has declined below $1,000,000 as reflected in any SEC filing or written communication to Purchaser;
(v)
a governmental or regulatory authority has issued a cease-and-desist order, stop order, injunction, or similar order against the
Company that materially impairs its ability to conduct business or issue securities;
(vi)
one or more of the Company's co-Chief Executive Officers, Chief Financial Officer, or Chief Operating Officer has departed and
has not been replaced within 60 days; or
(vii)
the Company has restated, or publicly announced an intention to restate, any financial statements for any fiscal period ending
within the 24 months preceding the applicable draw notice.
6
Section
3A.2 MAC Exclusions. "MAC" shall not include any event, development, or effect attributable to: (a) general economic,
financial market, or geopolitical conditions, provided they do not disproportionately affect the Company relative to other industry
participants; (b) changes in applicable law, regulation, or GAAP, provided they do not disproportionately affect the Company; (c)
acts of war, terrorism, natural disasters, or pandemics, provided they do not disproportionately affect the Company; (d) changes in
the trading price or volume of ZSQR common stock standing alone (it being understood that the underlying cause of any such change
may itself constitute a MAC); or (e) any action taken by the Company at Purchaser's written request or with Purchaser's prior
written consent.
Section 3A.3 MAC Suspension Mechanics. If Purchaser
in good faith believes a MAC has occurred and is continuing upon receipt of a draw notice, Purchaser shall, within 2 business days, deliver
written notice to the Company specifying in reasonable detail the basis for that determination (a "MAC Notice"). Delivery of
a MAC Notice suspends Purchaser's funding obligation for the applicable draw, which is deemed withdrawn without prejudice to the Company's
right to resubmit. The Company then has 10 business days to deliver a written response disputing the MAC and providing supporting documentation
(a "MAC Response"). If the parties cannot resolve the dispute within 15 business days of the MAC Notice, either party may submit
it to the Court of Chancery of the State of Delaware for expedited resolution; Purchaser's funding obligation remains suspended pending
that resolution. A MAC is deemed cured when the condition no longer exists and the Company has provided written certification with reasonable
supporting documentation — except that the triggers in clauses (i) and (ii) above (bankruptcy and Nasdaq delisting/suspension) are
not curable and shall constitute Events of Default under Article V.
ARTICLE III-B. FLOOR PRICE RESET AND TERMINATION RIGHT
Section 3B.1 Trigger. If 3 consecutive draw
notices are each cancelled because all 5 Pricing Period days closed below the then-current Floor Price without any Purchaser waiver
(each such cancelled draw, a "Floor-Cancelled Draw"), Purchaser shall have the right, exercisable during the
30-calendar-day Election Window following cancellation of the third such draw, to elect either (i) a Floor Price reset under Section
3B.2 or (ii) termination under Section 3B.3. The consecutive count resets to zero upon (a) any funded draw, (b) any draw for which
Purchaser delivers a Floor Price waiver, or (c) any draw cancelled due to a MAC suspension. If Purchaser does not deliver a written
election within the Election Window, the right lapses with respect to that sequence, without prejudice to a new right arising upon a
subsequent sequence of 3 consecutive Floor-Cancelled Draws.
Section 3B.2 Floor Price Reset. If Purchaser
elects a reset, Purchaser's election notice shall specify the Proposed Reset Price. The Proposed Reset Price must be no less than 75%
of the 20-Day VWAP as of the election date and no less than the Absolute Floor. The Company has 5 business days to accept or reject the
Proposed Reset Price in writing. Acceptance amends the Floor Price effective as of the acceptance date, and the parties shall execute
a written amendment memorializing the change within 3 business days. Rejection or failure to respond within 5 business days is deemed
a Company election to proceed under Section 3B.3; Purchaser may then, within 15 business days, elect to terminate or waive its termination
right and allow the Agreement to continue at the existing Floor Price. Not more than 2 Floor Price resets may occur during the Commitment
Period, and the Floor Price may never be reset below the Absolute Floor.
Section
3B.3 Termination Election. If Purchaser elects termination, Purchaser shall deliver written notice within the Election Window,
or within 15 business days of a Company rejection under Section 3B.2, as applicable. Termination takes effect on the Floor
Termination Effective Date, which is 10 business days after delivery of the termination notice. During those 10 business days, the
Company may deliver a counterproposal setting forth a revised Floor Price at or above the Absolute Floor. If Purchaser accepts in
writing within 5 business days of receipt, the termination notice is withdrawn, and the Agreement continues at the counter-proposed
Floor Price. If no counterproposal is delivered, or Purchaser does not accept within 5 business days, the Agreement terminates on
the Floor Termination Effective Date. Upon any termination under this Article III-B: (i) no further draw notices may be submitted;
(ii) the unfunded Commitment is extinguished without termination fee or breakage payment; (iii) all previously issued shares and
their lockup periods remain in full force; (iv) registration rights under Article VII survive; (v) indemnification obligations under
Article XI survive; and (vi) the No-Hedging Covenant in Section 5.6 remains in effect through the end of the Restricted Period.
7
Section 3B.4 No Penalty. Termination under this
Article III-B does not constitute a breach by either party, and no termination fee, penalty, or liquidated damages are owed solely by
reason of such termination. The parties acknowledge that this termination right is a negotiated term reflecting the economic reality that
neither party benefits from a committed equity forward when the issuer's stock persistently trades below the Floor Price. Nothing in this
Section 3B.4 limits either party's right to pursue remedies for breaches of representations, warranties, or covenants occurring before
the termination effective date.
ARTICLE III. COMMITMENT FEE AND CONVERSION FEATURE
Section
3.1 Commitment Fee. As partial consideration for Purchaser's commitment to fund draws over the Commitment Period, the Company
shall pay to Purchaser a commitment fee equal to 1% of the Total Commitment ($500,000) (the "Commitment Fee"), payable in
five equal installments of $100,000 each at the closing of each of the first five draws. Each installment shall be paid in shares of
ZSQR common stock (the "Commitment Fee Shares"), with the number of shares for each installment determined by dividing
$100,000 by the closing price of ZSQR common stock on the trading day immediately preceding the applicable draw notice date. If
fewer than five draws are made during the Commitment Period, any unpaid installments of the Commitment Fee shall be forfeited and no
further obligation with respect thereto shall be owed by the Company. The Commitment Fee Shares issued at each draw closing are
subject to the 9-month contractual lockup that applies to all shares issued under this Agreement.
Section 3.2 Conversion Feature. Purchaser may not
elect to convert the unfunded Commitment into warrants during the first 12 months following the Closing Date (the "Conversion Blackout
Period"). After expiration of the Conversion Blackout Period, Purchaser may, on not less than 5 business days' prior written notice
to the Company, elect to convert all or any portion of the remaining unfunded Commitment into 5-year warrants to purchase ZSQR common
stock at an exercise price equal to 95% of the 5-day VWAP as of the election date. The Conversion Blackout Period is intended to preserve
the Company's full access to the committed capital during the first year of the facility.
ARTICLE IV. LOCKUP, SECURITIES LAW COMPLIANCE, AND STANDING
AUTHORIZATION
Section 4.1 Contractual Lockup. All shares issued
to Purchaser under this Agreement — including Commitment Fee Shares and any shares issued upon warrant exercise — are subject
to a contractual lockup of 9 months from the issuance date of each tranche. Purchaser shall not sell, transfer, pledge, hypothecate, or
otherwise dispose of such shares during the applicable lockup period. This lockup is contractual in nature and supplements (rather than
replaces) any applicable restrictions under the securities laws.
Section 4.2 Section 4(a)(2) Exemption. All share
issuances under this Agreement are intended to be exempt from registration under Section 4(a)(2) of the Securities Act and Regulation
D thereunder. Purchaser represents and warrants that it is an "accredited investor" as defined under Rule 501(a) and is acquiring
the shares solely for its own account for investment, not with a view to distribution.
Section 4.3 No ELOC Characterization. This Agreement
shall not be described or referenced as an "equity line of credit," "ELOC," or any substantially similar term in any
public filing, press release, or investor communication. The parties acknowledge that this instrument is a committed forward purchase
agreement with restricted securities and a contractual lockup, and shall be described consistently with that characterization in all 8-K
filings, registration statements, and investor materials.
8
Section 4.4 Beneficial Ownership Cooperation.
The 19.99% cap is designed to ensure that no draw or series of draws causes Purchaser and its affiliates collectively to exceed 19.99%
of ZSQR's outstanding shares:
(a)
Share Count Verification. No later than 2 business days before each draw notice, the Company shall deliver to Purchaser a written
certification, signed by the CFO, of the total number of shares of ZSQR common stock then issued and outstanding. The Company shall promptly
notify Purchaser of any issuance, repurchase, or cancellation that would materially affect Purchaser's beneficial ownership percentage.
(b)
Schedule 13D/13G Cooperation. Within 2 business days of any written request, the Company shall provide Purchaser with (i) total
shares outstanding, (ii) a list of all registered holders as reflected in the transfer agent's records, and (iii) any other information
reasonably
needed to prepare a Schedule 13D, 13G, or amendment.
The Company shall not take any action designed to hinder or delay Purchaser's ability to make any required beneficial ownership filing.
(c)
Section 16 Cooperation. If Purchaser becomes a beneficial owner of more than 10% of ZSQR's outstanding common stock or is otherwise
subject to Section 16, the Company shall, within 1 business day of any written request, provide all information reasonably required for
Purchaser to prepare and timely file Forms 3, 4, and 5 — including the Company's EDGAR CIK, the ZSQR CUSIP, total shares outstanding,
and applicable per-share prices.
(d)
Legal Fee Reimbursement. The Company shall reimburse Purchaser for reasonable, documented outside legal fees incurred solely
in connection with (i) any Schedule 13D or 13G filing required as a result of shares received hereunder, (ii) any Form 3, 4, or 5 required
under Section 16(a), and (iii) any SEC staff inquiry directed solely to Purchaser's beneficial ownership of ZSQR shares received under
this Agreement. The aggregate reimbursement obligation shall not exceed $25,000 per calendar year. Reimbursement is due within 30 days
of receipt of reasonably detailed invoices.
Section 4.5 Standing Authorization. At or prior
to Closing, the Board of Directors shall adopt a unanimous written consent or board resolution (a) authorizing the execution and delivery
of this Agreement and all Exhibits, (b) authorizing the issuance of all shares issuable hereunder up to the reserve required by Article
VI, and (c) pre-authorizing all draw settlements for the full Commitment Period without requiring further individual board action on a
per-draw basis (the "Standing Authorization"). The Standing Authorization remains in full force throughout the Commitment Period
unless properly revoked — but revocation is not effective unless: (i) the Company delivers to Purchaser at least 10 business days'
prior written notice identifying the intended revocation date and the authorizing board action (a "Revocation Notice"); (ii)
no draw notice is then outstanding or in a Pricing Period at the time the Revocation Notice is delivered (if a draw is in progress, the
Revocation Notice is deemed delivered on the first business day after settlement or cancellation of that draw); and (iii) the Revocation
Notice is accompanied by a certification by the CEO, that the revocation is not being effected to frustrate or delay Purchaser's rights.
Any purported revocation not satisfying these conditions is void. The parties agree that the Standing Authorization and the 10-day notice
requirement are material inducements to Purchaser's entry into this Agreement, and breach of this Section 4.5 constitutes an Event of
Default.
Section 4.6 Confidentiality and Public Disclosure.
(a)
Form 8-K Obligation. The Company shall file a Current Report on Form 8-K disclosing the execution of this Agreement
and its material terms within 4 business days of execution. Draw activity under this Agreement shall be disclosed, to the extent required
by applicable law, in the Company's periodic reports filed with the SEC (including its Quarterly Reports on Form 10-Q and Annual Reports
on Form 10-K) in accordance with the Company's ordinary course reporting practices. No separate Form 8-K shall be required solely by reason
of any individual draw settlement.
(b)
Purchaser Review Right. The Company shall provide Purchaser with drafts of the Form 8-K and press release required by Section
4.6(a) above.. Purchaser may provide written comments within 1 business day. The Company shall give those comments good-faith consideration
but retains final editorial control, subject to the No ELOC covenant in Section 4.3.
(c)
No ELOC Covenant. Consistent with Section 4.3, this Agreement shall not be described as an "equity line of credit,"
"ELOC," "committed equity facility," "equity line," or any substantially similar term in any SEC filing,
prospectus, press release, or investor presentation. Any breach of this covenant entitles Purchaser to demand immediate correction and
to suspend further draw notices until the correction is confirmed in writing.
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ARTICLE V. PROTECTIVE TERMS AND COVENANTS
Section 5.1 Anti-Dilution. Any warrants issued
to Purchaser under this Agreement shall carry weighted average broad-based anti-dilution protection on the applicable conversion price.
Full ratchet anti-dilution protection shall apply to any Company issuance priced at a discount of more than 25% to the then-current conversion
price.
Section 5.2 Intentionally left blank
Section 5.3 Right of First Offer. If the Company
proposes to issue any committed equity facility (used herein as a description of instrument type only, and not as a characterization of
this Agreement), equity line of credit, or similar draw-down instrument to a third party during the Commitment Period, the Company shall
first deliver written notice to Purchaser describing the proposed terms. Purchaser has 5 business days to submit a binding written commitment
not merely a term sheet match to fund on substantially equivalent terms. If Purchaser does not submit a binding commitment in time, the
Company may proceed with the third party on no terms more favorable than those offered to Purchaser. The ROFO does not apply to: (a) registered
direct offerings; (b) underwritten public offerings; (c) PIPE transactions; (d) acquisition-related issuances; or (e) any offering by
Roth Capital Partners LLC or its affiliated entities.
Section 5.4 Legend Removal.
The Company shall instruct Continental Stock Transfer & Trust Company to remove or correct any restrictive legend on ZSQR shares issued
hereunder within 3 business days of any applicable removal condition being satisfied.
Section
5.5 Negative Covenants. During the Commitment Period, without Purchaser's prior written consent, the Company shall not: (a)
subject to Section 5.3, enter into any additional equity line of credit, ELOC, or committed equity facility with any third party;.
provided that the foregoing shall not apply to any warrant issuance made pursuant to Section 5.8. The foregoing shall not apply to:
(a) registered direct offerings; (b) underwritten public offerings; (c) PIPE transactions; (d) acquisition-related issuances; or (e)
any offering by Roth Capital Partners LLC under its existing engagement agreement with the Company.
Section 5.6 No-Hedging Covenant. From and after
the date of this Agreement through 18 months following the final settlement of all shares issued hereunder (the "Restricted Period"),
Purchaser shall not, directly or indirectly: (a) establish or maintain any short position in ZSQR common stock, including any short sale
under Regulation SHO or any economically equivalent transaction; (b) enter into any swap, forward sale, total return swap, or other derivative
that transfers the economic exposure of Company securities ownership to any third party; (c) purchase or sell any put or call option on
ZSQR securities; (d) enter into any prepaid variable forward contract or equity monetization arrangement with respect to ZSQR securities;
(e) enter into any collar or combination of options designed to limit downside or cap upside on ZSQR securities; or (f) lend or hypothecate
ZSQR securities to facilitate a third-party short sale or hedging transaction (collectively, "Prohibited Hedging Transactions").
Any breach of this covenant (i) constitutes an Event of Default and (ii) entitles the Company to seek specific performance, monetary damages
being an inadequate remedy. This Section 5.6 does not prohibit Purchaser from exercising warrants received hereunder or selling shares
hereunder following expiration of the applicable 9-month lockup in a bona fide arm's-length transaction unaccompanied by any Prohibited
Hedging Transaction.
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Section 5.7 Default.
(a) Company Events of Default. Each of the following constitutes
a Company Event of Default: (i) failure by the Company to issue and deliver shares within T+3 of any draw settlement date; (ii) any material
misrepresentation or breach of warranty by the Company; (iii) Nasdaq delisting or trading suspension of ZSQR common stock; (iv) voluntary
or involuntary bankruptcy, insolvency, or general assignment for the benefit of creditors by the Company; (v) any change of control of
the Company without Purchaser's prior written consent; or (vi) occurrence of a MAC not cured within 30 days of written notice from Purchaser.
(b) Purchaser Events of Default. Each of the following constitutes
a Purchaser Event of Default: (i) failure by Purchaser to deliver the full Purchase Price in immediately available funds within T+3 of
the settlement date for any draw that has not been properly suspended under Section 2.9 or cancelled under Article II or Article III-B;
(ii) any material misrepresentation or breach of warranty by Purchaser, including without limitation any material misrepresentation as
to Purchaser's status as an accredited investor under Rule 501(a) of the Securities Act or as a non-U.S. person within the meaning of
Section 7701(a)(30) of the Code; (iii) any breach by Purchaser of the No-Hedging Covenant set forth in Section 5.6; (iv) any breach by
Purchaser of the contractual lockup set forth in Section 4.1, including any sale, transfer, pledge, hypothecation, or other disposition
of shares prior to expiration of the applicable lockup period; (v) voluntary or involuntary bankruptcy, insolvency, receivership, or general
assignment for the benefit of creditors by Purchaser, or the commencement of any analogous proceeding under BVI law or any other applicable
insolvency regime; (vi) failure by Purchaser to deliver or maintain a valid IRS Form W-8BEN-E as and when required by Section 13.3, where
such failure is not cured within 5 business days after written notice from the Company and results in the Company incurring withholding
or tax liability; (vii) any action by Purchaser that constitutes a "distribution" of shares under the Securities Act in violation
of Section 9.2(e); or (viii) Purchaser, or any person known by Purchaser to be a beneficial owner of 10% or more of Purchaser, being listed
on the U.S. Treasury Department's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List (or any successor
list), or becoming the subject of comprehensive U.S. or other applicable sanctions that would render the Company's continued performance
under this Agreement unlawful.
(c) Event of Default Defined. As used in this Agreement, "Event
of Default" means any Company Event of Default or Purchaser Event of Default. References elsewhere in this Agreement to an "Event
of Default" without further qualification shall be construed by context to refer to the Event of Default of the party whose performance
or breach is at issue.
11
Section 5.8 Default Remedies.
(a) Purchaser Remedies upon Company Event of Default. Upon the
occurrence and continuance of a Company Event of Default, Purchaser may, at its election: (i) suspend the submission of further draw notices
for so long as the Company Event of Default continues; (ii) convert the entire unfunded balance of the Commitment into 5-year warrants
to purchase ZSQR common stock, with the exercise price set at the lower of (A) the then-current Floor Price or (B) the VWAP of ZSQR common
stock for the 5 trading days immediately preceding the conversion election date, provided that any shares issuable upon exercise of such
warrants shall remain subject to the Exchange Cap set forth in Section 2.10 until shareholder approval has been obtained in accordance
therewith; (iii) terminate this Agreement in accordance with Section 10.2; or (iv) pursue any other remedy available at law or in equity,
subject to Article XI (Indemnification) and Article XII (General Provisions).
(b) Company Remedies upon Purchaser Event of Default. Upon the
occurrence and continuance of a Purchaser Event of Default, the Company may, at its election: (i) suspend the Company's obligation to
honor any then-pending or subsequent draw notice, and suspend the running of the Commitment Period, for so long as the Purchaser Event
of Default continues; (ii) terminate this Agreement upon 10 business days' prior written notice to Purchaser if the Purchaser Event of
Default has not been cured within such period, provided that termination shall be effective immediately upon written notice, without any
cure period, where the Purchaser Event of Default arises under Section 5.7(b)(v) (Purchaser insolvency) or Section 5.7(b)(viii) (sanctions);
(iii) seek specific performance of Purchaser's funding obligations under Article II, the parties acknowledging that monetary damages alone
would be inadequate; (iv) recover monetary damages, including without limitation any breakage costs, replacement-financing costs, and
reasonable attorneys' fees and disbursements incurred in connection with the Purchaser Event of Default; (v) for any breach of Section
4.1 (Contractual Lockup) or Section 5.6 (No-Hedging Covenant), seek (A) injunctive relief and specific performance, without the requirement
to post bond or other security, (B) disgorgement of any profits, proceeds, or other economic benefit realized by Purchaser, its affiliates,
or any counterparty to a Prohibited Hedging Transaction in connection with the prohibited transaction, and (C) reasonable attorneys' fees
and costs incurred in obtaining such relief; or (vi) pursue any other remedy available at law or in equity, subject to Article XI (Indemnification)
and Article XII (General Provisions). The Company shall have no obligation to issue further shares hereunder during the continuance of
any Purchaser Event of Default. Notwithstanding any termination under this Section 5.8(b), (x) the contractual lockup under Section 4.1,
the No-Hedging Covenant under Section 5.6, and the indemnification obligations under Article XI shall remain in full force and effect
with respect to all shares previously issued to Purchaser, and (y) registration rights under Article VII shall survive solely with respect
to shares previously issued to Purchaser, except that the Company may, by written notice, suspend or terminate registration rights to
the extent the Purchaser Event of Default arises under Section 5.7(b)(iii), (iv), (v), (vii), or (viii).
ARTICLE VI. CONDITIONS TO CLOSING
The obligations of each party to
consummate the transactions contemplated by this Agreement are subject to satisfaction (or written waiver by both parties) of each of
the following conditions on or before the Closing Date:
Section 6.1 Share Authorization. ZSQR's authorized
share count shall be sufficient to cover the maximum shares issuable under the full $50,000,000 Commitment at the Floor Price, calculated
as 10,000,000 shares, and the Company shall have reserved that number of shares for issuance hereunder prior to Closing; provided that
the Company’s actual issuance obligation hereunder is subject to the Exchange Cap set forth in Section 2.10 until shareholder approval
has been obtained in accordance therewith. The share reserve shall include additional authorized shares sufficient to cover the issuance
of Commitment Fee Shares at each of the first five draws, as contemplated by Section 3.1
12
Section 6.2 Representations True and Correct.
All representations and warranties of the Company in Article IX shall be true and correct in all material respects as of the Closing Date.
Section 6.3 No Adverse Action. No SEC stop order
with respect to any ZSQR securities shall be pending, and no written notice of delisting from Nasdaq shall have been received by the Company.
Section 6.4 Legal Opinion. Company counsel shall have
delivered a written opinion, in form and substance reasonably acceptable to Purchaser, confirming that the issuance of shares under this
Agreement is exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Regulation D.
Section 6.5 Board Authorization. The Board of
Directors of the Company shall have adopted the Standing Authorization by unanimous written consent or board resolution, in form and substance
reasonably acceptable to Purchaser.
ARTICLE VII. REGISTRATION RIGHTS
The registration rights set forth in this Article VII shall
be memorialized in a standalone Registration Rights Agreement (Exhibit A), executed simultaneously with this Agreement and surviving any
termination hereof.
Section 7.1 Demand Registration. Beginning on the
9-month anniversary of the Closing Date, Purchaser may demand registration of all shares of ZSQR common stock received under this Agreement
by delivering written notice to the Company.
Section 7.2 Filing Deadline.
Within 30 days of receipt of a demand notice under Section 7.1, the Company shall file with the SEC a registration statement on Form S-1
or Form S-3, as applicable, covering the resale of all shares held by Purchaser.
Section 7.3 Effectiveness Deadline. The Company
shall use commercially reasonable efforts to cause the registration statement to be declared effective within 90 days of filing, or within
120 days if the registration statement is subject to full SEC review.
Section 7.4 Liquidated Damages. If the Company
fails to file the registration statement by the 30-day deadline set forth in Section 7.2, the Company shall pay Purchaser liquidated damages
equal to 1% of the aggregate market value of Purchaser's then-held shares per month (or pro rata portion thereof) for each month of filing
delay, payable in cash. If the Company has timely filed but fails to use commercially reasonable efforts to obtain effectiveness by the
applicable deadline under Section 7.3, Purchaser's sole remedy shall be to seek specific performance of the Company's Section 7.3 obligations;
no liquidated damages shall accrue solely by reason of an effectiveness delay where the Company has used and continues to use commercially
reasonable efforts to obtain effectiveness. Notwithstanding the foregoing, no liquidated damages shall accrue or be payable to the extent
any delay in filing or effectiveness is attributable to any SEC Restriction or Follow-On Registration mechanic addressed in Section 7.7,
or to any failure or delay by Purchaser to provide information reasonably required by the Company or the SEC staff.
Section 7.5 Piggyback Rights. For the 3-year
period following the Closing Date, Purchaser shall have the right to include its shares in any Company-initiated registered offering,
subject to customary underwriter and SEC cutback.
13
Section 7.6 Maintenance. The Company shall maintain
the effectiveness of any registration statement filed pursuant to this Article VII for 3 years following the date of effectiveness, or
until all registered shares have been sold, whichever is earlier.
Section 7.7 Cutback Acknowledged. The parties
acknowledge that the SEC staff may, in connection with its review of any registration statement filed under this Article VII, require
the Company to reduce the number of shares of ZSQR common stock included in such registration statement, including without limitation
pursuant to (i) Rule 415 of the Securities Act and the SEC staff's interpretation thereof (including SEC Compliance & Disclosure Interpretations
612.09 and 612.12 and any successor or analogous guidance), (ii) General Instruction I.B.6 of Form S-3 (the "baby shelf" limitations)
to the extent the Company is then subject to it, or (iii) any other rule, regulation, comment, or interpretation of the SEC staff that
limits the number of shares that may be registered for resale on behalf of Purchaser at any one time (collectively, the "SEC Restrictions").
The Company makes no representation or warranty that all Registrable Shares will be eligible for inclusion in a single registration statement.
(b) Company Obligations on Cutback. If any SEC
Restriction requires that the number of shares included in a registration statement filed under this Article VII be reduced, then the
Company shall (i) include in such registration statement the maximum number of shares permissible under the applicable SEC Restriction,
(ii) use commercially reasonable efforts to advocate, in good faith and through appropriate channels with the SEC staff, for the inclusion
of the largest number of Purchaser's shares reasonably supportable, and (iii) file one or more additional registration statements (each,
a "Follow-On Registration Statement") covering the resale of any shares that were excluded as soon as the Company is
permitted to do so under applicable SEC guidance, including, where applicable, six months after the effective date of the prior registration
statement or as soon as additional capacity is available under General Instruction I.B.6 of Form S-3 or any successor provision. Each
Follow-On Registration Statement shall be subject to the same filing deadline mechanic set forth in Section 7.2, with the 30-day filing
period commencing on the earliest date on which such Follow-On Registration Statement may permissibly be filed under applicable SEC guidance.
(c) No Liquidated Damages for SEC Cutback. Notwithstanding
any other provision of this Agreement, no liquidated damages, monetary penalty, or other monetary remedy shall accrue or be payable by
the Company under Section 7.4 or otherwise with respect to (i) any shares that are excluded from a registration statement filed under
this Article VII as a result of any SEC Restriction, (ii) any delay in the registration of such excluded shares to the extent attributable
to the SEC Restriction or the timing limitations applicable to Follow-On Registration Statements, or (iii) any reduction by the SEC staff
in the number of shares that may be included in any Follow-On Registration Statement. For the avoidance of doubt, the Company's compliance
with this Section 7.7 shall be deemed to constitute commercially reasonable efforts for purposes of Section 7.3.
(d) Cooperation. Purchaser shall reasonably cooperate
with the Company in responding to any SEC staff comments concerning Rule 415, statutory underwriter status, baby shelf limitations, or
related matters, including by providing such information regarding Purchaser, its affiliates, and its acquisition and intended disposition
of shares as the Company or the SEC staff may reasonably request. Failure or unreasonable delay by Purchaser to provide such information
within 5 business days of written request shall extend the applicable filing and effectiveness deadlines under Sections 7.2 and 7.3 on
a day-for-day basis and shall not give rise to any liquidated damages under Section 7.4.
(e) Reduction Allocation. If shares are required
to be excluded from a registration statement filed under this Article VII pursuant to any SEC Restriction, and Purchaser then holds registrable
shares together with other selling shareholders whose shares are also being registered under the same registration statement, the reduction
shall be applied pro rata among all such selling shareholders based on the number of shares each holds, unless otherwise required by the
SEC staff.
14
ARTICLE VIII. TRANSACTION DOCUMENT
PACKAGE
The following documents
shall be executed and delivered simultaneously at Closing, each being a required deliverable. The Continental Standing Instruction
Letter (Exhibit B) is operationally critical — without it, each draw would require a fresh instruction letter, officer
signatures, and potentially a new legal opinion from Company counsel.
Section 8.1 Committed Equity Forward Purchase Agreement.
This Agreement is the primary operative instrument governing draw mechanics, protective covenants, events of default, and general provisions.
Section 8.2 Registration Rights Agreement (Exhibit
A). A standalone agreement governing the 9-month demand registration right, S-1/S-3 filing obligations, liquidated damages, piggyback
rights, and the 3-year maintenance covenant.
Section 8.3 Continental Standing Instruction Letter (Exhibit
B). An operational letter pre-authorizing Continental Stock Transfer & Trust Company to issue shares upon receipt of conforming
draw notices, without requiring any new instruction, signature, or opinion per draw.
ARTICLE IX. REPRESENTATIONS AND WARRANTIES
Section 9.1 Company Representations and Warranties.
The Company represents and warrants to Purchaser, as of the Closing Date and as of each draw closing, that: (a) the Company is duly organized,
validly existing, and in good standing under Delaware law; (b) this Agreement has been duly authorized, executed, and delivered by the
Company and constitutes its valid and binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
and equitable principles; (c) the shares issuable hereunder have been duly authorized and, when issued and paid for in accordance with
this Agreement, will be validly issued, fully paid, and non-assessable; (d) no consents or approvals not yet obtained are required for
the execution, delivery, or performance of this Agreement; (e) no pending or, to the Company's knowledge, threatened legal proceeding
would materially impair the Company's ability to perform; and (f) the Company's authorized share count is sufficient to cover the maximum
shares issuable under the full Commitment.
Section 9.2 Purchaser Representations and Warranties.
Purchaser represents and warrants to the Company, as of the Closing Date and as of each draw closing, that: (a) Purchaser is an "accredited
investor" under Rule 501(a); (b) Purchaser is acquiring shares for its own account, for investment, and not with a view to distribution;
(c) Purchaser has sufficient knowledge and experience to evaluate the merits and risks of this investment; (d) Purchaser understands that
the shares are restricted securities subject to a 9-month contractual lockup from each issuance date; and (e) Purchaser will not take
any action that would constitute a "distribution" of the shares under the Securities Act.
15
ARTICLE X. TERMINATION
Section 10.1 Company Termination Right. The
Company may terminate this Agreement at any time upon 30 days' prior written notice to Purchaser, provided that no draw notice is then
outstanding or in a Pricing Period. No termination fee or penalty is owed by the Company upon termination under this Section 10.1. In
addition, if after the 12-month anniversary of the Closing Date ZSQR common stock has traded above $15.00 per share for any 20 consecutive
trading days, the Company may terminate this Agreement immediately upon written notice, with no fee and no further obligation.
Section 10.2 Purchaser Termination Right.
Purchaser may terminate this Agreement upon the occurrence and continuance of an Event of Default that has not been cured within 10
business days of written notice from Purchaser. Purchaser may also terminate following 3 consecutive Floor-Cancelled Draws in
accordance with Article III-B. Upon any termination under this Section 10.2, all previously issued shares and their lockup periods
remain in full force.
Section 10.3 Forced Termination Trigger. This
Agreement shall automatically terminate, without further action by either party, if ZSQR common stock trades above $24.00 per share for
30 consecutive trading days (the "Forced Termination Trigger"). Upon activation: (i) no further draw notices may be submitted;
(ii) any draw notice properly submitted before the trigger date shall be settled per its terms; (iii) all previously issued shares remain
subject to their applicable lockup periods; and (iv) registration rights under Article VII survive in full. The Forced Termination Trigger
reflects the parties' mutual understanding that sustained trading above $24.00 gives the Company access to more favorable capital formation
alternatives, making this facility economically unnecessary.
Section 10.4 Survival.
Registration rights (Article VII), contractual lockup obligations (Article IV), representations and warranties (Article IX), and indemnification
obligations (Article XI) survive any termination of this Agreement in accordance with their respective terms.
ARTICLE XI. INDEMNIFICATION
Section 11.1 Company Indemnification. The Company
shall indemnify, defend, and hold harmless Purchaser and its directors, officers, partners, members, employees, agents, affiliates, successors,
and assigns (each a "Purchaser Indemnified Party") from and against all Losses arising out of or relating to: (a) any material
misstatement or omission in any registration statement, prospectus, or supplement filed in connection with shares issued hereunder; (b)
any breach of the Company's representations, warranties, covenants, or agreements in this Agreement; (c) any violation by the Company
of the Securities Act, the Exchange Act, or other applicable securities law in connection with the transactions contemplated hereby; (d)
any claim by a governmental authority arising from an alleged securities law violation in connection with the offer, sale, or registration
of shares hereunder; or (e) any third party claim arising from the Company's failure to timely file or maintain any registration statement
required under Article VII. The foregoing indemnification does not apply to Losses arising from (i) information furnished in writing by
Purchaser for use in any registration statement, (ii) Purchaser's own misstatements or omissions, or (iii) Purchaser's gross negligence
or willful misconduct.
Section 11.2 Purchaser Indemnification. Purchaser
shall indemnify, defend, and hold harmless the Company and its directors, officers, employees, agents, affiliates, successors, and assigns
from and against all Losses arising out of or relating to: (a) any material misstatement or omission in information furnished in writing
by Purchaser for use in any registration statement or prospectus; (b) any breach of Purchaser's representations, warranties, covenants,
or agreements in this Agreement; or (c) any violation by Purchaser of applicable securities laws in connection with the resale of shares
following expiration of the applicable 9-month lockup.
Section
11.3 Indemnification Procedure. The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify
the indemnifying party (the "Indemnifying Party") in writing of any claim or proceeding; (b) grant the Indemnifying Party
the right to assume sole control of the defense, including selection of counsel, at the Indemnifying Party's expense; and (c)
cooperate reasonably in the defense. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations
except to the extent it is materially prejudiced by the delay. The Indemnified Party may participate in the defense at its own
expense. The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent, not to be
unreasonably withheld, unless the settlement (i) fully releases the Indemnified Party, (ii) imposes no obligations on the
Indemnified Party, and (iii) includes no admission of wrongdoing by the Indemnified Party.
16
Section 11.4 Contribution.
If indemnification under this Article XI is unavailable or insufficient, the Indemnifying Party shall contribute to the Losses in a proportion
reflecting the relative fault of each party, together with any other relevant equitable considerations. In no event shall Purchaser's
aggregate contribution exceed the net proceeds received by Purchaser from sales of shares received hereunder.
Section 11.5 Survival. The obligations in this
Article XI survive termination of this Agreement for 5 years and survive any transfer of shares issued hereunder. The rights provided
in this Article XI are cumulative and supplement any other rights or remedies available at law or in equity.
ARTICLE XII. GENERAL PROVISIONS
Section 12.1 Governing Law. This Agreement shall
be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any conflicts of
law rule that would require application of the law of any other jurisdiction.
Section
12.2 Dispute Resolution; Jury Trial Waiver. Any dispute arising out of or relating to this Agreement shall be brought
exclusively in the Court of Chancery of the State of Delaware, or — if the Court of Chancery lacks subject matter jurisdiction
— in the Superior Court of Delaware (Complex Commercial Litigation Division), or, if no Delaware state court has jurisdiction,
in the United States District Court for the District of Delaware. Each party irrevocably submits to the exclusive personal
jurisdiction and venue of those courts, waives any objection to venue, and waives any inconvenient forum claim. EACH PARTY
IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each party
acknowledges that this jury trial waiver is knowing and voluntary.
Section 12.3 Amendments. No amendment, modification,
or supplement to this Agreement shall be valid unless made in a written instrument signed by authorized representatives of both parties.
Section 12.4 Notices. All notices and other
communications under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt) or by overnight
courier to the addresses on the signature page. Notice is effective upon confirmed delivery.
Section 12.5 Counterparts; Electronic Signatures.
This Agreement may be signed in counterparts, each of which shall be an original, and all of which together shall form a single agreement.
PDF, DocuSign, and other electronic signatures are deemed original signatures for all purposes.
Section 12.6 Entire Agreement. This Agreement, together
with Exhibits A and B, is the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations,
term sheets, letters of intent, and understandings, whether oral or written.
Section 12.7 Severability. If any provision
of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid
and enforceable, and the remaining provisions shall continue in full force.
Section 12.8 No Waiver. No failure or delay
in exercising any right, power, or remedy shall operate as a waiver thereof. No partial exercise of any right, power, or remedy shall
preclude further exercise of that or any other right, power, or remedy.
Section 12.9 Further Assurances. Each party shall
execute and deliver such additional documents and take such further actions as may be reasonably necessary or appropriate to carry out
the purposes of this Agreement and to consummate the transactions contemplated hereby.
17
ARTICLE XIII. TAX CHARACTERIZATION AND WITHHOLDING
Section
13.1 Intended Tax Characterization. The parties intend that each draw under this Agreement shall constitute, for U.S. federal
income tax purposes, a separate, independent forward purchase contract (each, an "Independent Forward Purchase"), entered
into and settled on a transaction by transaction basis. This Agreement as a whole shall not be characterized as: (a) a single
composite forward, prepaid variable forward, or notional principal contract within the meaning of Treasury Regulations Section
1.446-3; (b) an option or series of options under Section 1234 of the Code; (c) an "open transaction" deferring gain or
loss until settlement of the full facility; or (d) a constructive sale under Section 1259 of the Code. Each Independent Forward
Purchase shall give rise to a separate capital asset acquisition as of the applicable T+1 settlement date, with a basis equal to the
purchase price paid on that date and a holding period commencing the following day. The parties shall file all tax returns, and take
all reporting positions, consistent with this characterization, and neither party shall take any inconsistent position in any audit
or proceeding without first providing the other party at least 15 business days' prior written notice.
Section 13.2 Structural Features. The following
structural features support treatment of each draw as an Independent Forward Purchase: (a) each draw is initiated by a separate notice
specifying a discrete dollar amount; (b) the purchase price is determined by a distinct 5-day Pricing Period unique to each draw, with
no price linkage across draws; (c) settlement is T+1 and draw specific, via DVP through Continental; (d) the 14-day minimum spacing between
draw notices reinforces the non-continuous, independent nature of each transaction; (e) the 9-month lockup attaches separately to each
tranche from its own issuance date; and (f) each draw may be cancelled, waived, or adjusted independently. The $50,000,000 Commitment
is a maximum funding capacity, not a single binding purchase obligation.
Section 13.3 Non-U.S. Purchaser; Withholding.
Purchaser represents and warrants that it is not a U.S. person within the meaning of Section 7701(a)(30) of the Code. Prior to the
first draw closing, and thereafter upon reasonable request or as required by a change in law or circumstance, Purchaser shall
deliver to the Company a valid, complete IRS Form W-8BEN-E. The Company shall have no obligation to withhold U.S. federal income tax
under Sections 1441 or 1442 with respect to share issuances hereunder, provided that (a) a valid Form W-8BEN-E has been timely
delivered, (b) shares are issued in exchange for cash at the Purchase Price, and (c) the transaction qualifies as an Independent
Forward Purchase. If the Company determines on the advice of outside tax counsel that any payment is subject to Chapter 3 or Chapter
4 (FATCA) withholding, the Company shall (i) give Purchaser at least 5 business days' prior written notice of its intended
withholding position, (ii) allow Purchaser a reasonable opportunity to provide documentation supporting an exemption or reduction,
and (iii) withhold only to the extent required by law after accounting for any such documentation. The Company shall promptly
provide evidence of any tax withheld.
Section
13.4 Capital Gains; Holding Period. Any gain or loss realized by Purchaser upon disposition of shares received hereunder shall
be capital gain or loss, with each tranche's holding period commencing the day after the applicable draw settlement date. Because
Purchaser is a non-U.S. person, such gain shall generally not be subject to U.S. federal income tax under Sections 871(a) or 881,
provided that (i) ZSQR is not a USRPHC at the time of disposition and (ii) Purchaser is not present in the United States for 183 or
more days in the taxable year of disposition. The Company represents and warrants that ZSQR is not a USRPHC as of the date hereof
and shall notify Purchaser within 5 business days if the Company has reason to believe ZSQR has become, or is likely to become, a
USRPHC during the Commitment Period.
Section 13.5 No Tax Advice. The parties acknowledge
that (a) neither party has provided tax advice to the other in connection with this Agreement, (b) each party has had the opportunity
to consult its own independent tax advisors, and (c) the characterization provisions in this Article XIII reflect the parties' good faith
understanding of the structure and do not constitute a tax opinion or guarantee of any particular tax treatment. Each party is solely
responsible for its own tax compliance and reporting.
18
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties have executed this Committed
Equity Forward Purchase Agreement as of the date first written above.
COMPANY:
Z Squared, Inc., a Delaware corporation
By:
/s/ David Halabu
Name: David Halabu
Title:
Chief Executive Officer
Date:
PURCHASER:
LucentHash / Data Part Capital, a trading name of
Translucent Matter Inc.
By:
/s/ Cristina Roscina
Name: Cristina Roscina
Title:
Director
Date:
19
EX-99.1 — PRESS RELEASE, DATED JUNE 4, 2026.
EX-99.1
Filename: zsquared_ex9901.htm · Sequence: 3
Exhibit 99.1
FOR IMMEDIATE RELEASE
Z Squared Inc.
Enters $50 Million Committed Equity Forward Purchase Agreement to S
upport AI Infrastructure Buildout
Agreement Provides
Committed Equity Capital to Execute Phase 1 Acquire and Convert
Pipeline
FT. LAUDERDALE — June 4, 2026 —
Z Squared Inc. (Nasdaq: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure, today announced
the Company has entered into a $50 million committed equity forward purchase agreement with LucentHash / Data Part Capital, a trading
name of Translucent Matter Inc., a British Virgin Islands company (the “Agreement”). The Agreement gives the Company the ability
to fund acquisitions as they close and to stage conversion capital site by site as operational milestones are met, advancing the Company
toward its Phase 1 destination of 100 megawatts of AI-ready capacity across multiple U.S. sites.
Each draw under the agreement is a separate, independent
forward purchase, initiated by the Company on its own timing and priced at 95% of the volume-weighted average price over a five-day pricing
window unique to that draw and subject to a 9-month lock-up by the purchaser. The Company retains full control over whether, when, and
how much to draw. Capital is accessed in step with execution, not ahead of it.
The agreement is structured to align the parties’
long-term goals and to protect existing shareholders of the Company. Accordingly, shares issued under the Agreement are subject to a 9-month
lock-up period, and LucentHash / Data Part Capital is contractually prohibited from short-selling or otherwise hedging ZSQR common stock.
“Z Squared is moving into a significant
AI infrastructure opportunity from a position of strength, with virtually no debt on the balance sheet,” said David Halabu, Chief
Executive Officer of Z Squared. “We believe this agreement strengthens that position with flexible equity capital that can be matched
to acquisitions and site-level conversion milestones without adding leverage. We intend to move quickly, but with discipline, as we build
toward our Phase 1 objective.”
Z Squared enters this financing with its Phase
1 strategy already in motion. The Company has signed a binding letter of intent to acquire Skycore Digital, which currently owns three
active North Carolina sites powered by Duke Energy, providing up to 42 megawatts of total potential capacity (of which 18 megawatts is
presently available under existing Duke Energy Letters of Authorization) — the first step toward our 100 MW Phase 1 goal. The Company
is actively evaluating additional opportunities on the same criteria applied to Skycore: energized, grid-connected sites where conversion
to AI-ready capacity can be executed on the timeline customers actually need, without the multi-year delays associated with greenfield
development.
About Z Squared Inc.
Z Squared, Inc. (Nasdaq: ZSQR) is a computing
infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company's strategy is built on
three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that
capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying
conversion capital site by site, against signed contracts and operational readiness. Z Squared listed on the Nasdaq Global Market in April
2026.
1
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," "estimates," "projects," "may," "should,"
"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
plans and ability to draw on the Agreement and the timing and amounts of any draws thereunder; the anticipated use of proceeds from draws
to fund acquisitions and site-level conversion capital; the proposed acquisition of Skycore Digital, including the anticipated capacity,
conversion timeline, and strategic fit of those sites; the Company’s Phase 1 strategy and its objective of 100 megawatts of AI-ready
capacity across multiple U.S. sites; the Company’s evaluation of additional acquisition targets; the Company’s ability to
convert acquired sites to AI-ready colocation capacity and attract customers therefor; expected benefits to existing shareholders from
the lockup and no-hedging provisions of the agreement; and any other statements regarding the Company’s future operations, financial
condition, growth prospects, or strategic plans.
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 satisfy all conditions required to make draws under the forward purchase
agreement and to access capital thereunder on acceptable terms or at all, 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 Chief Executive Officer;
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
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