{"url_path":"/sec/zsqr/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-002659-index.html","accession_number":"0001185185-26-002659","cik":"0001759186","ticker":"ZSQR","issuer_name":"Z Squared Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-002659-index.html","primary_entity_key":"0001759186","primary_entity_name":"Z Squared Inc."},"word_count":377,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn June 18, 2026, Z Squared Inc., a Delaware corporation (the “Company”),\nentered into a binding Letter of Intent (the “LOI”) with Paradox Data LLC (“Paradox”) and the holders of the membership\ninterests of Paradox (collectively, the “Sellers”), pursuant to which the Company proposes to acquire a majority membership\ninterest in Paradox (the “Transaction”). Paradox is a digital infrastructure company focused on high-density, immersion-cooled\ncompute for data-intensive workloads.\n\n \n\nAs consideration for the acquired interests, at the closing of the\nTransaction (the “Closing”) the Company would issue to the Sellers, pro rata, shares of a newly designated series of the Company's\npreferred stock to be designated Series D Convertible Preferred Stock (the “Series D Preferred”) having an aggregate initial\nliquidation preference of $5,000,000. The Transaction is structured entirely in Series D Preferred, with no cash consideration and no\ndebt financing. The terms of the Series D Preferred would be set forth in a Certificate of Designation to be filed with the Secretary\nof State of the State of Delaware at or prior to the Closing.\n\n \n\nConsummation of the Transaction is subject to the negotiation and execution\nof definitive transaction documentation, the completion of the Company's due diligence, the vesting in Paradox of specified technology,\nland, and operational power capacity, the receipt of required consents and approvals, and the satisfaction or waiver of other customary\nclosing conditions, including any approval of the Company's stockholders required under applicable Nasdaq listing rules, and is subject\nto a drop-dead date of July 31, 2026. There can be no assurance that the Transaction will be consummated on the terms described herein,\nor at all. The Series D Preferred to be issued in the Transaction has not been registered under the Securities Act of 1933, as amended\n(the “Securities Act”), and would be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of\nthe Securities Act and Rule 506(b) of Regulation D promulgated thereunder.\n\n \n\nThe foregoing description of the LOI does not purport to be complete\nand is qualified in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to this Current Report\non Form 8-K and is incorporated herein by reference."}