News & Events zu Z Squared Inc (Delaware) (ZSQR)ZSQRZ Squared Inc (Delaware)

Z Squared Completes Acquisition of 100% Membership Interests in Paradox Data

Z Squared announced that it has signed a definitive agreement to acquire 100% of the membership interests of Paradox Data from Paradox Infrastructure. The transaction, initially contemplated as a majority interest acquisition under the binding letter of intent announced on June 25 has been expanded to a full acquisition of Paradox Data. Paradox Data's flagship asset is the Union County Campus at 713 Industrial Road, El Dorado, Arkansas, a data center development site with an existing electric service arrangement with Entergy Arkansas providing for energy service of up to 8.0 MW, an executed land contract for the acquisition of adjacent land, and a development pathway targeting up to 150 MW of AI-ready capacity over time through a combination of utility power and on site generation. The site supports Z Squared's previously announced Phase 1 objective of developing 100 MW of AI-ready capacity for workloads across multiple U.S. sites. The aggregate consideration consists entirely of newly designated Series A Convertible Preferred Stock of Z Squared, with no cash payable at closing and no debt financing: At closing: $5.0M of Series A Convertible Preferred Stock convertible into common stock at a fixed conversion price of $7.45 per share. Up to $20.0M of additional convertible preferred stock, earned only upon achievement of four defined development milestones at the Union County Campus. In connection with the development of the Union County Campus, Z Squared has engaged A2 Advisors, a strategic advisory and executive management firm focused on digital infrastructure: data centers, power, real estate and the capital markets that support them. Harris holds an indirect minority ownership interest in Paradox Infrastructure LLC, the seller in the transaction and Paradox Energy, the recipient of the milestone proceeds. The closing of the transaction is subject to customary and transaction specific conditions. The agreement provides for closing within 30 days of signing, subject to conditions, with an outside date of September 30.

Z Squared Terminates $300M Sales Agreement

Z Squared announced that it has delivered written notice terminating both its at-the-market sales agreement, dated July 6, with Roth Capital Partners, as sales agent, pursuant to which the company was permitted to offer and sell shares of its common stock having an aggregate offering price of up to $300M under the company's automatic shelf registration statement on Form S-3, and its Committed Equity Forward Purchase Agreement, dated May 29, with Translucent Matter Inc., pursuant to which the company had the right, but not the obligation, to require the purchaser to purchase up to $50M of shares of the company's common stock from time to time, in each case as part of the company's disciplined approach to capital management. The ATM Sales Agreement will terminate effective July 21, and the Forward Purchase Agreement will terminate effective August 17, in each case pursuant to the applicable agreement's notice provisions. The company will not sell, draw down or issue any shares under either program during the applicable notice period. No termination fee or penalty is payable by the company in connection with either termination. Based on management's current operating plan and estimates, the company believes its existing capital resources provide approximately two years of operating runway. In light of that position, the company's board of directors and management determined that continued maintenance of the ATM Program and the Forward Purchase Agreement was unnecessary and represented a standing source of perceived dilution overhang in the market. Terminating both agreements eliminates any potential future issuance or sale of shares under those programs: no shares of common stock were sold under the ATM Program, no draws were made and no shares were issued under the Forward Purchase Agreement, and neither agreement obligated the company to issue or sell any shares absent action by the company. Going forward, the company expects that any future financing would be undertaken in connection with the achievement of specific project milestones, rather than through standing equity issuance programs.

Z Squared Files Automatic Mixed Securities Shelf

Z Squared files automatic mixed securities shelf