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.