Z Squared to acquire Skycore Digital for up to $22M in Series B Preferred; new CEO and board installed

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, in each case as set forth in the Milestone-Based Equity Award Schedule attached to the MAP Agreement and subject to written verification and certification by the Compensation Committee of the Board of Directors (the “Board”) of achievement of each applicable milestone. The MAP Shares are subject to the leak-out and lock-up provisions set forth in th

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, and (iii) pay one-time performance-based bonuses

On April 27, 2026, the Company entered into an amendment (the “Group 10 Amendment”) to its consulting agreement with Group 10 Holdings LLC (“Group 10”), pursuant to which, among other things, the Company agreed to issue 200,000 shares of Common Stock (the “Wasserman Shares”) to Adam K. Wasserman, the principal of Group 10. The issuance of the Wasserman Shares is also reported under Item 3.02 of this Current Report on Form 8-K.

on April 27, 2026, the Board appointed Ryan Schadel to serve as Chief Marketing Officer of the Company.

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);

On April 28, 2026, Z Squared Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company holding 80% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), and Claw Holdings, LLC, a North Carolina limited liability company holding the remaining 20% of such membership interests (collectively, the “Sellers”), pursuant to which the Company has agreed to acquire 100% of the issued and outstanding membership interests of Skycore (the “Skycore Acquisition”).