{"filing":{"accession_number":"0001185185-26-003984","cik":"0001759186","ticker":"ZSQR","company_name":"Z Squared Inc.","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-08","primary_document":"zsqr8k091426.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1759186/000118518526003984/zsqr8k091426.htm"},"events":[{"id":33357,"run_id":30668,"accession_number":"0001185185-26-003984","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Z Squared Inc. completed the acquisition of 100% of the outstanding membership interests of Paradox Data, LLC on September 8, 2026, acquiring the Union County Campus data center development site in El Dorado, Arkansas with existing 8.0 MW of energized electric service and a development pathway targeting 150+ MW. The company issued 5,000 shares of Series A Convertible Preferred Stock valued at $5,000,000 as consideration, with up to $25 million in additional milestone payments, representing Z Squared's first owned, energized campus for its AI infrastructure strategy.","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36789,"accession_number":"0001185185-26-003984","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Z Squared Inc. completed the acquisition of 100% of the outstanding membership interests of Paradox Data, LLC on September 8, 2026, as disclosed in Item 1.01. The company issued 5,000 shares of Series A Convertible Preferred Stock valued at $5,000,000 as consideration. The press release emphasizes this as a material strategic acquisition bringing an \"energized Arkansas Campus\" with existing 8.0 MW electric service and a development pathway targeting 150+ MW into Z Squared's computing infrastructure portfolio, advancing its AI colocation business strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36790,"accession_number":"0001185185-26-003984","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of Z Squared's acquisition of Paradox Data, LLC, which holds the Union County Campus data center development site in El Dorado, Arkansas. The Item 2.01 explicitly states \"Completion of Acquisition or Disposition of Assets\" and the press release confirms \"the closing of its acquisition of Paradox Data, LLC,\" making this a material M\u0026A transaction. The acquisition was completed entirely in stock with up to $25 million in additional milestone payments, and represents Z Squared's first owned, energized campus for its AI infrastructure strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36791,"accession_number":"0001185185-26-003984","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered issuance of 5,000 shares of Series A Preferred Stock to the seller as consideration for the Paradox Data acquisition, issued under Section 4(a)(2) and Rule 506(b) exemptions. The preferred stock is convertible into common stock at $7.45 per share and carries dilutive features including an 8.0% cumulative dividend and senior liquidation preference. The press release confirms the acquisition was \"completed entirely in stock, with no cash paid at closing,\" making this a material equity issuance that dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36792,"accession_number":"0001185185-26-003984","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles of incorporation (the Certificate of Designation filed on September 8, 2026), the substance of the disclosure centers on the closing of Z Squared's acquisition of Paradox Data, LLC, which brought the Union County Campus into its portfolio. The press release (EX-99.1) confirms this is a material acquisition of computing infrastructure assets with existing 8.0 MW of energized capacity and a 150+ MW development pathway. The Certificate of Designation itself is merely the vehicle for issuing Series A Convertible Preferred Stock as consideration, making the M\u0026A activity the principal event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36793,"accession_number":"0001185185-26-003984","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of Z Squared's acquisition of Paradox Data, LLC, which brings the Union County Campus—an energized data center facility with 8.0 MW of existing electric service and a development pathway to 150+ MW—into the company's portfolio. This is a material acquisition that expands the company's AI infrastructure strategy and represents its \"first owned, energized campus.\" The transaction was completed entirely in stock with no debt incurred, and the press release emphasizes this as a key milestone against the company's stated objectives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36789,"accession_number":"0001185185-26-003984","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Z Squared Inc. completed the acquisition of 100% of the outstanding membership interests of Paradox Data, LLC on September 8, 2026, as disclosed in Item 1.01. The company issued 5,000 shares of Series A Convertible Preferred Stock valued at $5,000,000 as consideration. The press release emphasizes this as a material strategic acquisition bringing an \"energized Arkansas Campus\" with existing 8.0 MW electric service and a development pathway targeting 150+ MW into Z Squared's computing infrastructure portfolio, advancing its AI colocation business strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14"},{"id":36790,"accession_number":"0001185185-26-003984","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of Z Squared's acquisition of Paradox Data, LLC, which holds the Union County Campus data center development site in El Dorado, Arkansas. The Item 2.01 explicitly states \"Completion of Acquisition or Disposition of Assets\" and the press release confirms \"the closing of its acquisition of Paradox Data, LLC,\" making this a material M\u0026A transaction. The acquisition was completed entirely in stock with up to $25 million in additional milestone payments, and represents Z Squared's first owned, energized campus for its AI infrastructure strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14"},{"id":36791,"accession_number":"0001185185-26-003984","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered issuance of 5,000 shares of Series A Preferred Stock to the seller as consideration for the Paradox Data acquisition, issued under Section 4(a)(2) and Rule 506(b) exemptions. The preferred stock is convertible into common stock at $7.45 per share and carries dilutive features including an 8.0% cumulative dividend and senior liquidation preference. The press release confirms the acquisition was \"completed entirely in stock, with no cash paid at closing,\" making this a material equity issuance that dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14"},{"id":36792,"accession_number":"0001185185-26-003984","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles of incorporation (the Certificate of Designation filed on September 8, 2026), the substance of the disclosure centers on the closing of Z Squared's acquisition of Paradox Data, LLC, which brought the Union County Campus into its portfolio. The press release (EX-99.1) confirms this is a material acquisition of computing infrastructure assets with existing 8.0 MW of energized capacity and a 150+ MW development pathway. The Certificate of Designation itself is merely the vehicle for issuing Series A Convertible Preferred Stock as consideration, making the M\u0026A activity the principal event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14"},{"id":36793,"accession_number":"0001185185-26-003984","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of Z Squared's acquisition of Paradox Data, LLC, which brings the Union County Campus—an energized data center facility with 8.0 MW of existing electric service and a development pathway to 150+ MW—into the company's portfolio. This is a material acquisition that expands the company's AI infrastructure strategy and represents its \"first owned, energized campus.\" The transaction was completed entirely in stock with no debt incurred, and the press release emphasizes this as a key milestone against the company's stated objectives.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:18.580077+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-09-14"}]}