Z Squared (ZSQR) Registration filing summary

Company overview and business model

• Operates as a computing and digital infrastructure company, primarily focused on Dogecoin and Litecoin mining using Scrypt-algorithm ASIC hardware across six facilities in North Carolina, South Carolina, and Iowa.

• Pursuing expansion into AI, high-density compute, data center development, and power generation, targeting 100 MW of AI-ready inference capacity over 18 months via an acquire-and-convert strategy.

• Mining fleet consists of 9,800 ASIC miners acquired from BSG Series CM, LLC as part of a business combination completed in April 2026.

Financial performance and metrics

• As of March 31, 2026, reported an accumulated deficit of approximately $113.9 million and a net loss of $4.0 million for the three months then ended.

• Historical financials reflect OpCo as the accounting acquirer; prior to the business combination, OpCo was a development-stage enterprise with minimal revenue.

• Substantial doubt exists about the ability to continue as a going concern, with significant additional capital required for operations and fleet deployment.

Use of proceeds and capital allocation

• Will not receive any proceeds from the resale of shares by selling securityholders; all proceeds go to the selling securityholders.

• Company will bear registration and listing costs, while selling securityholders pay commissions and related sale expenses.