8-KFiled Sep 13, 8:00 PM ET

Z Squared Inc. Acquires Paradox Data and Energized Arkansas Campus

$ZSQR · Z Squared Inc.

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Z Squared Inc. Acquires Paradox Data and Energized Arkansas Campus

What Happened
Z Squared Inc. announced it completed the acquisition of 100% of the membership interests in Paradox Data, LLC (the “Target Company”) from Paradox Infrastructure LLC (the “Seller”) under a Membership Interest Purchase Agreement. The closing occurred on September 8, 2026. As consideration, Z Squared issued 5,000 shares of newly designated Series A Convertible Preferred Stock (par value $0.0001), having an aggregate stated value of $5,000,000. At closing the parties also executed a Triple Net Lease and Relocation Agreement and an Intercompany Power Access and Cost‑Sharing Agreement to govern continued operations and the transition of electric service at the Arkansas site.

Key Details

  • Closing date: September 8, 2026; MIPA dated July 31, 2026.
  • Consideration: 5,000 shares of Series A Convertible Preferred Stock, aggregate stated value $5,000,000.
  • Property/operations: Target leases the El Dorado, Arkansas building and ~3-acre parcel to the Seller for continued bitcoin mining operations; base rent is $1.00 per year.
  • Lease financial limits: Z Squared is only liable for a one‑time relocation payment of $500,000 (aggregate cap on monetary liability under the lease is $500,000); lease expires no later than two years from its effective date.
  • Corporate filings/announcements: Certificate of Designation for the Series A Preferred filed with Delaware on September 8, 2026; press release announcing the transaction issued September 9, 2026.

Why It Matters
The transaction gives Z Squared ownership of an energized campus and the related membership interests, plus contractual arrangements to manage the transition of electric service — a material operational asset for companies running high-power infrastructure. The purchase was paid in newly issued preferred stock (stated value $5M), not cash, and the company’s maximum direct cash exposure under the lease is capped at $500,000. Investors should note the addition of a physical site and related power arrangements, the issuance of preferred shares as consideration, and the limited capped liability spelled out in the lease as the most material items disclosed.