Paradox's flagship development asset is the Union County Campus in El Dorado, Arkansas, a large-scale, next-generation data center site.

"Energized power and high-density immersion cooling are two of the scarcest and most valuable assets in AI infrastructure today, and this transaction would add both, anchored by a campus engineered for firm, large-scale power," said David Halabu, Chief Executive Officer of Z Squared. "Paradox represents exactly the kind of asset that advances our strategy . As we build this company site by site, Paradox is a prime representation of the opportunities we are seeking."

The Company believes that the potential acquisition represents a significant step in the Company's expansion into AI infrastructure, adding energized power, developable land, and differentiated immersion cooling technology at a time when grid access, interconnection, and power availability have become critical constraints for AI and high-performance compute deployments. Immersion and liquid cooling systems are increasingly central to high-density AI and HPC environments, enabling higher rack densities and improved energy efficiency for next-generation compute.

Transaction Overview

The transaction is structured entirely in newly designated Series D Convertible Preferred Stock, with no cash consideration and no debt financing. Total consideration consists of Series D Convertible Preferred Stock with a $5 million aggregate initial liquidation preference, issued to the sellers pro rata in accordance with their respective ownership of the interests sold. Paradox will continue as a going concern with Z Squared as its majority member.

Under the binding letter of intent, the assets and rights to be vested in Paradox at closing include its technology, data, and intellectual property; an approximately ten-acre land parcel under a binding purchase contract; and approximately eight megawatts ("MW") of fully operational, energized power capacity. The binding letter of intent further establishes a post-closing milestone structure under which the Company intends to pursue acceptance of an interconnection request for up to 50 MW of utility power.

The transaction is subject to the negotiation and execution of definitive documentation, completion of due diligence, receipt of required consents and approvals, and other customary closing conditions, including any stockholder approval required under applicable Nasdaq rules. There can be no assurance that the transaction will close on the terms described or at all.

The Union County Campus

The Union County Campus in El Dorado, Arkansas is the Company's next development target: a large-scale, next-generation data center site that pairs an on-grid utility connection with on-site, behind-the-meter power generation. The site today has an 8 MW live on-grid utility connection, and the Company intends to develop a behind-the-meter generation campus designed to deliver up to 150 MW of continuous, industrial-grade firm power. Spanning up to 170 acres, the site is M-1 zoned and permitted, and sits within a pro-development jurisdiction where much of the infrastructure required to execute is already in place.

The Company intends to deploy a hybrid strategy by combining the on-grid utility connection with natural gas generation using industrial turbines to deliver firm, non-intermittent power directly to the compute load. Fuel delivery is anchored by two pipelines with a combined capacity of 40,000 dekatherms per day through Energy Gas Transfer transmission infrastructure, sufficient to support in excess of 150 MW of on-site power generation.

Key attributes of the site include:

Confirmed utility service from Entergy Arkansas and Energy Gas Transfer Utilities.

 

Direct Union Pacific rail access anchoring the site's physical logistics profile.

 

A completed fiber buildout delivering dedicated fiber of up to 400 Gbps, with AT&T Fiber, Lumen, and Optimum providing redundant, carrier-diverse connectivity for the low-latency, high-throughput demands of AI compute operations.

 

Eligibility for a combination of economic incentives, including Arkansas Enterprise Zone designations tied to job creation and capital investment.
Development of the campus to its full capacity is a forward-looking objective dependent on, among other things, completion of the transaction, permitting, equipment procurement, capital deployment, and execution; there can be no assurance as to the timing or amount of generation capacity that will be brought online.