Z Squared Inc.

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on April 28, 2026, Z Squared Inc., a Delaware corporation (the “Company”), entered into a binding letter of intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina limited liability company (“Claw” and, together with MN Data Centers, the “Sellers”), setting forth the principal terms and conditions on which the Company proposed to acquire one hundred percent (100%) of the issued and outstanding membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), from the Sellers (the “Skycore Acquisition”). On July 9, 2026, the Company and the Sellers entered into a First Amendment to Letter of Intent, effective as of June 30, 2026 (the “First Amendment”). Pursuant to the First Amendment: Extension of Drop Dead Date. The Drop Dead Date under the LOI was extended from June 30, 2026 to January 15, 2027, and may be further extended by mutual written agreement of the parties. Elimination of Break-Up Fee. The $500,000 break-up fee previously payable by the Company under the LOI was eliminated in its entirety. Termination of Exclusivity. The exclusivity provisions of the LOI were terminated in their entirety, and discussions between the parties are now non-exclusive. Non-Binding Effect. The LOI, as amended, is non-binding, except for certain surviving provisions relating to confidentiality, governing law, and dispute resolution. No party has any obligation to negotiate, execute definitive documentation, or consummate the Skycore Acquisition, and any party may terminate discussions at any time without liability. There can be no assurance that definitive documentation will be executed or that the Skycore Acquisition will be consummated on the terms set forth in the LOI, as amended, on different terms, or at all. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K 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 the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “proposes,” “intends,” “expects,” “anticipates,” “will,” “would,” “may,” and similar expressions, and include, without limitation, statements regarding the negotiation and potential execution of definitive documentation for the Skycore Acquisition, the potential consummation of the Skycore Acquisition, and the anticipated structure, terms, and financing of the Skycore Acquisition. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others: the non-binding nature of the LOI, as amended by the First Amendment, and the right of any party to terminate discussions at any time without liability; the parties’ ability to negotiate, execute, and deliver definitive documentation for the Skycore Acquisition; the outcome of the Company’s due diligence; the Company’s ability to obtain any financing, and to satisfy any regulatory, stock exchange, or stockholder approval requirements, applicable to the Skycore Acquisition; general market, economic, and business conditions; and the other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, 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 required by applicable law.