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重大事件 即時報告 8-K 2026-06-29

Z Squared Inc. 透過備用股權協議集資約1,530萬美元,推進AI基礎設施擴張

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AI 繁中摘要

Z Squared Inc.(納斯達克:ZSQR)以8-K表格申報,宣佈透過備用股權購買協議成功集資約1,530萬美元,全部以股本方式進行,無新增債務。公司目前幾乎零企業負債,此次融資旨在支持其收購及轉型策略,並用於一般企業用途,以推進AI基礎設施的擴張計劃。 這筆資金將用於收購已具備電力供應的場地,並在數月內將其轉換為AI-ready容量,而非傳統需時數年的模式。公司已簽署具法律約束力的意向書,擬收購Skycore Digital(現有約24 MW通電容量,並可擴展至42 MW)以及Paradox Data LLC的多數股權,後者核心資產為阿肯色州尤寧郡校區。管理層表示正積極評估更多收購機會,但無法保證成功。第一階段目標是在美國多個地點實現100 MW的AI-ready容量。 融資完成後,公司資產負債表進一步強化,有助於執行先前公佈的收購目標及第一階段建設。對投資者而言,此舉避免了債務風險,但股權融資可能導致每股盈利攤薄。管理層重申其策略:以電力為先、專注AI工作負載、並按合約及營運準備分階段部署轉換資金。文件同時包含前瞻性陳述的風險提示,包括歷史虧損、額外資金需求、數字資產挖礦業務波動,以及收購可能未能完成等風險。
展開英文正文
EX-99.1
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zsquaredex99-1.htm
EXHIBIT 99.1

 

Exhibit 99.1

 

Z Squared Raises Approximately $15.3 Million in
Non-Debt Capital to Advance AI Infrastructure Strategy

 

All-equity financing adds growth capital while the Company
maintains virtually no corporate debt

 

FORT LAUDERDALE, Fla. — June 29, 2026 —
Z Squared Inc. (NASDAQ: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure, today
announced that it has raised approximately $15.3 million in capital through equity sales under its standby equity purchase agreement.
The Company incurred no new debt in connection with the financing and continues to maintain virtually no corporate debt.

 

The Company intends to use the net proceeds to support its acquisition
and conversion strategy and for general corporate purposes. The all equity structure preserves the Company’s balance sheet and conserves
cash for operational deployment as it executes its previously announced acquisition targets and broader Phase 1 buildout.

 

The arrangement used for this financing predates the Company’s current
strategy. With this financing, the Company has completed its use of the legacy equity financing arrangement, strengthening its balance
sheet as it advances its AI infrastructure strategy. The financing is described further in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission.

 

The Company’s strategy is to acquire sites where
power is already flowing and convert them into AI-ready capacity in months rather than years. The Company has signed binding letters of
intent to acquire Skycore Digital with approximately 24 MW of energized capacity and a defined path to up to 42 MW and a majority membership
interest in Paradox Data LLC, anchored by the Union County Campus in El Dorado, Arkansas. The Company is actively evaluating additional
acquisition opportunities, though no guarantees can be made that any will be identified, or if identified, that they are on preferred
terms. The Phase 1 objective is 100 MW of AI-ready capacity across multiple U.S. sites.

 

About Z Squared

 

Z Squared Inc. 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 customers provide the compute infrastructure and operate workloads according to their requirements; 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.

 

For more information, visit www.zsquaredinc.com.

 

Investor Relations Contact: [email protected]

 

Forward-Looking Statements

 

This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and such statements are intended to qualify for the protection of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are generally identified by words such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “targets,” “will,” “would,” and similar
expressions, and the negatives of those terms. Forward-looking statements in this press release include, among others, statements regarding
the anticipated use of the net proceeds from the financing described herein; the Company’s acquire-and-convert strategy and its expansion
into AI infrastructure; the Company’s ability to acquire sites where power is already flowing and convert them into AI-ready capacity
in months rather than years; the Company’s signed binding letters of intent to acquire Skycore Digital and a majority membership interest
in Paradox Data LLC, and the energized and potential capacity associated therewith; the Company’s evaluation of additional acquisition
opportunities; and the Company’s Phase 1 objective of 100 MW of AI-ready capacity across multiple U.S. sites.

 

These forward-looking statements are based on the
Company’s current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among
others, the Company’s history of net losses and accumulated deficit and the substantial doubt about its ability to continue as a going
concern; its need for, and ability to obtain, additional capital on acceptable terms or at all; the dilutive effect of sales of common
stock under its standby equity purchase agreement and its other equity financing arrangements; the volatility of the market price and
trading volume of its common stock; risks relating to its digital asset mining operations, including the price volatility of Dogecoin
and Litecoin and the cost and availability of power; the early stage and uncertain economics of its planned expansion into AI infrastructure,
data center development, and power generation, none of which currently generates revenue; the risk that the Company may not identify suitable
acquisition opportunities, or that the proposed acquisitions of Skycore Digital and Paradox Data LLC may not be consummated on the contemplated
terms or at all; risks relating to the integration and conversion of acquired sites and the achievement of targeted capacity; its material
weaknesses in internal control over financial reporting; and the other risks and uncertainties described under the heading “Risk
Factors” in the Company’s filings with the Securities and Exchange Commission, including its Current Reports on Form 8-K and its
most recent Quarterly Report on Form 10-Q. Copies of these filings are available at www.sec.gov.

 

Any forward-looking statement speaks only as of the
date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as may be required by applicable law. You should not place undue reliance on these
forward-looking statements.