Z Squared to acquire Skycore Digital for up to $22M in preferred stock, completes merger

Under the LOI, at the closing of the Skycore Acquisition, the Company will issue to the Sellers, pro rata, shares of a newly designated Series B Convertible Preferred Stock of the Company (the “Series B Preferred”) having an aggregate initial liquidation preference of $18,000,000, plus, if the Sellers cause Skycore to secure up to 18 megawatts of additional power capacity prior to closing, additional shares of Series B Preferred having an aggregate initial liquidation preference of up to $4,000,000 (scaled pro rata based on additional megawatts secured). The aggregate initial liquidation preference of all Series B Preferred issued as consideration will not exceed $22,000,000.

The terms of the Series B Preferred will be set forth in a Certificate of Designation to be filed with the Secretary of State of the State of Delaware at or prior to the closing of the Skycore Acquisition, and will include, among other things: (i) a stated value of $1,000 per share; (ii) a 1.0x non-participating liquidation preference, senior to the Common Stock and to all existing and future series of preferred stock; (iii) at the Company’s election on each quarterly payment date, cash dividends at 8.0% per annum or pay-in-kind dividends at 10.0% per annum (compounded quarterly), with mandatory cash dividend payments commencing after eight consecutive quarters of pay-in-kind elections; (iv) a conversion price equal to 110% of the 20-day volume-weighted average price of the Common Stock as of the date of the LOI, subject to customary adjustments; (v) optional conversion at the holder’s election and forced conversion if the closing sale price of the Common Stock equals or exceeds 200% of the conversion price for any 20 consecutive trading days; (vi) an annual holder put right beginning on the second anniversary of closing, subject to a 20% annual cap; (vii) mandatory redemption on the seventh anniversary of closing

The LOI also contains binding provisions relating to, among other things, exclusivity for a 90-day period, confidentiality, public disclosure, due diligence, termination (including a drop-dead date of June 30, 2026), and a $500,000 break-up fee payable by the Company in specified circumstances.

On April 27, 2026, the Company agreed to issue 200,000 shares of Common Stock to Adam K. Wasserman pursuant to the Group 10 Amendment, as more fully described under Item 1.01 above.

On January 23, 2026, the Company entered into a Corporate Services Agreement (the “MAP Agreement”) with Moneta Advisory Partners, LLC (“MAP”), pursuant to which MAP agreed to provide investor relations, content, media, and advisory services to the Company for a one-year term. As compensation for the services, the Company agreed to issue to MAP up to an aggregate of 566,000 shares of Common Stock (the “MAP Shares”), consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement of specified performance milestones, and up to 140,000 bonus pool shares issuable upon achievement of additional milestones

Effective as of December 8, 2025, the Company entered into an Investor Relations Consulting Agreement (the “MZHCI Agreement”) with MZHCI, LLC, an MZ Group company (“MZHCI”), pursuant to which MZHCI agreed to provide investor relations consulting services to the Company, including investor outreach, financial media coordination, IR website design and hosting, and related services. As compensation for the services, the Company agreed to (i) pay MZHCI a monthly cash fee, (ii) issue to MZHCI shares of restricted Common Stock having an aggregate value of $100,000, valued at the closing price of the Common Stock on April 24, 2026 (the “MZHCI Initial Shares”), within 60 days following the signing of the MZHCI Agreement

On February 24, 2026, the Company entered into a Marketing Services Agreement (the “Retail Sparks Agreement”) with Fulcrum New Amsterdam LLC (d/b/a Retail Sparks) (“Retail Sparks”), pursuant to which Retail Sparks agreed to provide retail investor marketing and outreach services to the Company for a three-month term. As compensation for the services, the Company agreed to (i) pay Retail Sparks a monthly cash retainer, and (ii) issue to Retail Sparks that number of shares of Common Stock equal in value to $75,000, valued at the closing price of the Common Stock on April 24, 2026 (the “Retail Sparks Shares”).

The Company issued, or has agreed to issue, the foregoing shares of Common Stock (collectively, the “Issued Shares”) in reliance upon the exemption from registration provided by Section 4(a) (2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, based on, among other things: (i) the absence of any general solicitation or general advertising in connection with each issuance; (ii) the sophistication of, and access to information regarding the Company afforded to, each recipient (and, in the case of MAP, MZHCI, and Retail Sparks, the recipient’s status as an accredited investor); and (iii) the placement of customary restrictive legends on the certificates or book-entry positions evidencing the Issued Shares.

Effective as of the effective time of the previously announced merger of CP Merger Sub, Inc., a wholly-owned subsidiary of the Company, with and into Z Squared Opco, Inc. (formerly Z Squared, Inc.) (the “Merger”) on April 27, 2026, each of the directors and officers of the Company serving immediately prior to the effective time of the Merger resigned from his or her respective positions with the Company. None of the resignations resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On April 27, 2026, the Board appointed each of the following individuals to serve in the office set forth opposite his or her name, in each case to hold office at the pleasure of the Board (subject to the terms of any applicable employment or service agreement):

•David Halabu — Co-Chief Executive Officer (principal executive officer);

•Michelle Burke — Co-Chief Executive Officer (principal executive officer);

•Brian Cogley — Chief Financial Officer (principal financial officer); and

•Elissa Stall — Corporate Secretary.

Effective as of the effective time of the Merger on April 27, 2026, the Board increased its size and elected each of David Halabu, Michelle Burke, Adam Sohn, Bryan Fuerst, and Kenneth Cooper to serve as a director of the Company, in each case to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

The Board affirmatively determined that each of Adam Sohn, Bryan Fuerst, and Kenneth Cooper qualifies as an “independent director” under Nasdaq Rule 5605(a) (2)

Pursuant to Section 3(d) of the Halabu A&R Agreement, the Company granted to Mr. Halabu, on April 27, 2026, an option to purchase 500,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on April 27, 2026 (the “Halabu Appreciation Options”). The Halabu Appreciation Options vest in full upon the date on which the fair market value of the Common Stock has increased by 50% above its fair market value on April 27, 2026

The 2025 Plan was approved by the stockholders of the Company at the special meeting of stockholders held on January 30, 2026, and became effective as of the effective time of the Merger on April 27, 2026. ... The aggregate number of shares of Common Stock that may be issued or transferred pursuant to awards under the 2025 Plan may not exceed 15% of the number of shares of Common Stock issued and outstanding from time to time; the maximum number of shares deliverable upon exercise of incentive stock options is 300,000, subject to adjustment as provided in the 2025 Plan.

On April 24, 2026, the Company issued a press release announcing the closing of the Merger and the listing of the Common Stock on the Nasdaq Global Market under the trading symbol “ZSQR.”

On April 28, 2026, the Company issued a press release announcing the executive leadership appointments described under Item 5.02 of this Current Report on Form 8-K.

On April 29, 2026, the Company issued a press release announcing the entry into the Skycore LOI described under Item 1.01 of this Current Report on Form 8-K.

Binding Letter of Intent, dated April 28, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC.

Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and David Halabu.

10.7†

Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Brian Cogley.

10.8†

Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Ryan Schadel.

Corporate Services Agreement, dated as of January 23, 2026, by and between Z Squared Inc. and Moneta Advisory Partners, LLC (including the Milestone-Based Equity Award Schedule attached as Exhibit B thereto).