Z Squared Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
ZSQR$3.36+0.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001683168-26-003948
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001185185-26-003508
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 54 previous paragraphs and 74 current paragraphs.
16 unchanged; 25 reworded; 32 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
We are dependent on Minting Dome for our mining operations under a Master Services Agreement that grants Minting Dome substantial operational control and imposes significant restrictions on us, and the loss or impairment of this relationship could limit our access to our operating infrastructure and materially adversely affect our business, financial condition and results of operations.
Current report
All of our crypto asset mining operations are conducted exclusively under a Master Services Agreement dated July 26, 2025 (as amended, the “MSA”) with Minting Dome Inc. (“Minting Dome”). Under the MSA, Minting Dome is our sole and exclusive provider of hosting services, electrical power, site infrastructure, remote monitoring, maintenance, and related operational support across all of our facilities. We own the mining hardware, but the MSA expressly provides that Minting Dome has sole responsibility for supervising, controlling, and directing the details and manner of performing the services, and that we have no right to instruct, supervise, control, or direct those details. Services are provided pursuant to high-level statements of work and our general direction, but operational methods remain under Minting Dome’s control.
Current report
The MSA further restricts our practical ability to oversee or influence day-to-day operations. Our physical access to the miners is limited: we must provide at least 72 hours’ prior notice, be accompanied by a Minting Dome representative, refrain from interfering with operations, and obtain Minting Dome’s written approval, which it may withhold, delay, or condition in its sole discretion to protect security and operational integrity. Minting Dome also has sole discretion over the selection of its personnel and contractors and may freely subcontract any of its obligations. The MSA contains an exclusivity covenant that prohibits us from engaging any other provider for the same or similar services during the term. In addition, the applicable statement of work permits Minting Dome to increase its fees upon 15 days’ prior written notice in the event of increases in its operational costs or expenses, and we are required to reimburse reasonable out-of-pocket expenses.
Current report
The initial term of the MSA is three years from its effective date, with no automatic renewal provision stated in the agreement. If the MSA is terminated (including for our non-payment or other defaults), is not renewed at the end of the term, or if Minting Dome is unable or unwilling to perform its obligations for any reason, we would lose access to our entire operating infrastructure and would be unable to continue mining operations. Even short of termination, Minting Dome’s broad operational discretion, combined with our limited access and control rights and the exclusive nature of the arrangement, means that decisions regarding the method and manner of hosting, maintenance, uptime management, cost structure, and related activities are largely outside our direct control. Any failure by Minting Dome to perform adequately, any increase in its costs or fees, any exercise of its discretion in a manner adverse to our interests, or any dispute regarding operational matters could materially and adversely affect our uptime, hash rate, costs, and overall results of operations.
Current report
Because we currently have no alternative hosting, power, or infrastructure arrangements in place, the concentration of operational control and the contractual restrictions described above create a single point of failure for our entire business. Any adverse development in our relationship with Minting Dome, including changes in its financial condition, operational capabilities, priorities, or willingness to continue the arrangement on existing or acceptable terms, could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Current report
Our relationship with Minting Dome has involved related-party considerations, which could give risk to perceptions of conflicts of interest.
Current report
Michelle Burke, who previously served as Co-Chief Executive Officer and a director of the Company while simultaneously serving as Chief Executive Officer and a director of Minting Dome, resigned from all positions with the Company effective May 22, 2026. Notwithstanding her resignation, the MSA remains in effect. Any actual or perceived conflicts arising from the historical dual roles, residual commercial relationship, or any future disputes under the MSA could adversely affect the relationship and our operations and could give rise to negative market perceptions about the alignment of interests between our management team and our shareholders.
Current report
BSG Series CM, LLC, the entity from which we acquired our entire mining fleet, was our controlling stockholder immediately after the business combination and is a named defendant in SEC enforcement proceedings.
Current report
Pursuant to the Exchange Agreement, BSG Series CM, LLC (“BSG”) contributed approximately 9,800 ASIC miners to us in exchange for a substantial equity interest, in a transaction that was accounted for as a related party transaction between entities under common control. Immediately following the closing of the Merger on April 24, 2026, BSG beneficially owned approximately 80% of our outstanding common stock. On or about April 30, 2026, BSG distributed those shares pro rata to its members. An affiliate of BSG is a named defendant in Securities and Exchange Commission v. David Feingold, et al., Case No. 1:25-cv-20436-DPG (S.D. Fla.), and is subject to regulatory monitoring and oversight pursuant to court orders. Although BSG no longer beneficially owns shares, our historical relationship with BSG, the low cost basis of the shares distributed to its former members, and the ongoing enforcement action could expose us to reputational harm, regulatory inquiries, or adverse court orders affecting the shares or our capital structure.
Current report
The condensed consolidated financial statements included in this Report have been prepared under the reverse acquisition method of accounting pursuant to ASC 805-40. Old Z Squared is the accounting acquirer and the accounting predecessor. Accordingly, the historical financial statements presented herein are those of Old Z Squared and its consolidated subsidiaries, and not the historical biopharmaceutical operations of Coeptis Therapeutics Holdings, Inc. Prior to the closing of the Business Combination on April 24, 2026, Old Z Squared had limited operating history and essentially no material mining operations. The Company’s primary operating assets—the fleet of approximately 9,800 ASIC miners—were contributed by BSG Series CM, LLC only upon closing of the Merger pursuant to the Amended and Restated Asset-For-Share Exchange Agreement. As a result, the historical financial statements of the accounting acquirer do not reflect a meaningful period of crypto asset mining operations and are not indicative of the Company’s future results of operations, financial position, or cash flows.
Current report
In connection with the Merger, substantially all of the legacy biopharmaceutical assets and operations of Coeptis (other than GEAR Therapeutics, Inc.) were spun out to Coeptis Holdings, Inc. Those disposed operations are not reflected in the continuing financial statements of the Company. Investors should not rely on the historical financial statements of either the pre-Merger Coeptis or the pre-contribution Old Z Squared entity as indicative of the Company’s ongoing crypto asset mining business or its future performance.
Current report
The Merger and related transactions were complex and involved significant changes in our business, assets, capital structure, and management, which may give rise to unknown liabilities, regulatory challenges, or other unanticipated risks.
Current report
The Merger completed on April 24, 2026 was structured as a reverse acquisition for accounting purposes and involved multiple concurrent steps, including the contribution of substantially all of our operating mining assets by BSG Series CM, LLC pursuant to an asset-for-share exchange, the spin-out of substantially all of the legacy biopharmaceutical assets and operations of Coeptis Therapeutics Holdings, Inc. (other than our retained interest in GEAR Therapeutics, Inc.), a complete change in our principal business from biopharmaceutical development to crypto asset mining, and a substantial replacement of our executive management team and board of directors. These transactions fundamentally altered our assets, liabilities, capital structure, internal controls, reporting systems, and risk profile.
Current report
Because of the complexity and substantially simultaneous nature of these changes, we may face unknown or contingent liabilities, which may include regulatory inquiries, accounting adjustments, tax consequences, or other unanticipated issues arising from the pre-Merger history of the Company, the contributed mining assets, the spin-out, or the integration of new systems and personnel. Any such liabilities, challenges, or unanticipated consequences could divert management attention, result in additional costs or restatements, expose us to regulatory or litigation risk, or otherwise materially and adversely affect our business, financial condition, results of operations, and the market price of our common stock.
Current report
Risks Related to Potential Strategic Transactions and Strategic Shifts in Our Business
Current report
We may not complete the acquisition of Paradox Data, LLC, and even if completed it may not deliver the expected benefits.
Current report
On July 31, 2026, we entered into a Membership Interest Purchase Agreement to acquire 100% of the membership interests of Paradox Data, LLC, including its Union County Campus in El Dorado, Arkansas. Closing remains subject to customary and transaction-specific conditions, including completion of pre-closing asset and real-property transfers, release of liens, negotiation and execution of a building leaseback, and other deliverables. Although closing is targeted within 30 days of signing, the outside date is September 30, 2026 (extendable under specified circumstances to December 31, 2026). There can be no assurance that all conditions will be satisfied or waived, or that the acquisition will close on the contemplated timeline or at all.
Current report
Even if the acquisition closes, the existing electric service arrangement with Entergy Arkansas provides for energy service of up to approximately 8 MW. Our ability to expand capacity depends on factors largely outside our control, including the timing and outcome of interconnection requests and Requests for Service, utility processes, permitting, construction and equipment lead times, availability and cost of on-site generation, and the ability to secure necessary development capital. We currently have no binding customer commitments for capacity at the site. Failure to obtain required approvals, delays in interconnection or construction, cost overruns, or an inability to attract offtake could prevent us from achieving meaningful expansion beyond the existing 8 MW.
Current report
The contingent portion of the consideration (up to an additional $20 million of Series A Convertible Preferred Stock) is payable upon achievement of specified development milestones: initial energization of AI compute capacity at the existing site, followed by aggregate capacity thresholds of 50 MW, 100 MW, and 150 MW (generally earned in installments upon binding requests for service and subsequent energization). These milestone payment obligations do not expire. There can be no assurance that any or all of these milestones will be achieved on the expected timeline or at all. Failure to achieve the milestones would reduce the total consideration paid but would also mean the site does not deliver the scale of artificial intelligence and high-density compute capacity to meet our long-term expansion objectives.
Current report
The issuance of Series A Convertible Preferred Stock (both the $5 million issued at closing and any milestone shares) will result in dilution to existing stockholders. The preferred stock also carries an 8.0% annual dividend (payable in cash or in kind at our election). Conversion of the preferred stock is fixed at $7.45 per share; conversion of milestone preferred is based on a variable formula tied to then-current market prices (subject to Nasdaq Minimum Price rules and other adjustments). Because the conversion price of the milestone preferred is variable, a decline in the market price of our common stock prior to a milestone achievement date could result in a greater number of shares being issued and therefore greater dilution. Conversion is also subject to beneficial-ownership limitations and a 19.99% cap (unless stockholder approval under Nasdaq rules is obtained). In addition, our Chief Technology Officer holds an indirect interest in the seller and certain affiliates entitled to receive a portion of the milestone consideration. Although the transaction was approved by our Audit Committee and Board as a related-person transaction, the existence of this interest could present actual or perceived conflicts and may affect the perception of the transaction among investors..
Current report
We may not complete other pending or potential acquisition opportunities, including the previously announced Skycore transaction.
Current report
We have also previously entered into a binding letter of intent regarding a potential acquisition of Skycore Digital LLC. We have since made material amendments to that binding letter of intent, including extension of the drop-dead date to January 15, 2027, the elimination of the $500,000 break-up fee that would be payable by us and termination of all exclusivity, no-shop, non-solicitation, and related obligations. As a result, neither party is currently bound by exclusivity or a break-up fee, and the transaction remains subject to negotiation of definitive agreements, due diligence, and the satisfaction of any closing conditions that may be agreed to, and may not be consummated on the contemplated terms, or at all. We may pursue additional acquisition or investment opportunities in the digital infrastructure and power sectors. Any such transactions involve significant risks, including integration difficulties, overpayment, assumption of unknown liabilities, dilution, and the diversion of management attention. There can be no assurance that any pending or future acquisition will be completed or will achieve the anticipated strategic or financial benefits.
Current report
Our expansion into artificial intelligence infrastructure and data centers is subject to significant risks and uncertainties, and we have limited operating history in these businesses.
Current report
Successful expansion requires timely access to additional power capacity through utility interconnections, regulatory and permitting approvals, construction and equipment procurement on acceptable timelines and costs, availability of development capital, and the ability to attract binding customer commitments. Many of these factors are outside our control. Delays in interconnection queues, utility constraints, permitting challenges, construction cost overruns, supply-chain issues for specialized cooling or power equipment, or an inability to secure sufficient capital could prevent us from achieving our goals of operating data centers, achieving targeted capacity levels or render projects uneconomic.
Current report
Even if we successfully develop capacity, demand for AI infrastructure is highly competitive and can shift rapidly based on technology changes, customer capital spending, and broader market conditions. We currently generate no material revenue from AI infrastructure, data center, or power generation activities, and there can be no assurance that we will be able to convert developed capacity into profitable contracts or that any such contracts will materialize on the scale or terms we anticipate. Failure to execute our expansion strategy, or to do so on a cost-effective and timely basis, could materially and adversely affect our business, financial condition, results of operations, and the value of our common stock.
Current report
Our management team has limited experience developing, and no experience operating, commercial AI data centers.
Current report
Our executive team has limited experience developing high-density AI or data center infrastructure and no prior experience operating commercial AI data centers. While our Chief Technology Officer has relevant technical background in high-density immersion-cooled infrastructure and related compute systems, the broader management team’s primary experience is in digital asset mining, capital markets, finance, and real estate rather than the development, interconnection, construction, or ongoing operation of AI-ready data center facilities. Our management’s limited experience, coupled with our lack of operating history, in this business increases the risk that we may encounter unexpected challenges in project execution, cost control, technical performance, customer acquisition, or day-to-day operations, any of which could adversely affect our ability to successfully expand into AI infrastructure.
Current report
Future sales of substantial amounts of our common stock, including shares distributed by BSG to its former members, could adversely affect the market price.
Current report
A large number of shares issued in the Business Combination were distributed by BSG to its members on April 30, 2026. Those shares remain subject to contractual lock-up and leak-out restrictions under the Asset-For-Share Exchange Agreement. The expiration or modification of those restrictions, or sales by other large holders, could result in significant resale volume and depress the market price of our common stock.
Current report
Nasdaq may delist our securities from trading on its exchange.
Current report
Our common stock is listed on the Nasdaq Global Market. To maintain that listing we must continue to meet Nasdaq’s continued-listing requirements, including, among others, a minimum bid price of $1.00 per share and a minimum Market Value of Listed Securities (“MVLS”) of $50 million (or such other threshold as may apply under the applicable Nasdaq listing standards). We previously received a Nasdaq deficiency notice regarding the minimum bid price requirement and subsequently regained compliance. There can be no assurance that we will continue to satisfy the minimum bid price, MVLS, or any other continued-listing requirement. If we fail to meet these standards, Nasdaq could delist our securities. A delisting would likely have a negative effect on the price of our securities, reduce liquidity, and could impair investors’ ability to sell or purchase our securities when they wish to do so. In addition, if our securities are delisted and are not eligible for listing on another national securities exchange, they may be quoted only on an over-the-counter market, which could further reduce liquidity and subject us to additional trading restrictions, including possible characterization as a “penny stock.”
Removed paragraphs (12)
Previous report
(a) The risk factors set forth under the caption “Risks Related to the Merger” in the Registration Statement no longer apply, as the Merger was completed on April 24, 2026.
Previous report
(c) The risk factors set forth under the caption “Risks Related to Z Squared” in the Registration Statement remain applicable in all material respects and describe the substantive operational, market, technological, and regulatory risks of the digital asset mining business now conducted by the Company. Investors are urged to read those risk factors carefully.
Previous report
(d) The risk factors set forth under the caption “Risks Related to the Combined Company” in the Registration Statement remain applicable in all material respects, except as updated by the risk factors set forth below.
Previous report
(e) The risk factors set forth under the caption “Risks Related to the Spin Out Transaction” in the Registration Statement should be read in light of the completion of the Spin-Out on April 24, 2026, but the risks relating to the tax characterization of the Spin-Out, the indemnification arrangements between the Company and the Spin-Out Subsidiaries, and the limitations on use of the Company’s net operating loss carryforwards described therein remain applicable to the Company.
Previous report
The condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 included in this Quarterly Report reflect the historical operations of Coeptis Therapeutics Holdings, Inc. and its consolidated subsidiaries, comprising a biopharmaceutical and technology business, prior to the closing of the Transactions on April 24, 2026. As a result of the Merger and the Spin-Out, the Company’s principal business is now the digital asset mining operations conducted through Z Squared. Investors should not rely on the Company’s historical financial statements as indicative of the Company’s future results of operations, financial position, or cash flows. The Company’s financial statements in subsequent periods will reflect (i) under the reverse acquisition treatment described in Notes 1 and 17, the historical operations of Z Squared as the accounting acquirer, (ii) the disposition of the Spin-Out Subsidiaries, and (iii) the assets and liabilities of the Company (other than those of the Spin-Out Subsidiaries) recorded at their acquisition-date fair value. Pro forma financial information reflecting the Transactions is or will be set forth in the Company’s Current Report on Form 8-K reporting the completion of the Merger.
Previous report
The Company’s pending acquisition of SkyCore would require the issuance of newly-designated Series B Convertible Preferred Stock with substantial liquidation preference and would result in significant additional dilution to holders of the Company’s common stock.
Previous report
On April 29, 2026, the Company entered into a binding letter of intent (the “SkyCore LOI”) to acquire all of the membership interests of Skycore Digital LLC (“SkyCore”) in exchange for newly-designated Series B Convertible Preferred Stock (the “SkyCore Acquisition”). Under the SkyCore LOI, the consideration consists of Series B Convertible Preferred Stock with an $18 million base aggregate non-participating liquidation preference at closing, plus up to an additional $4 million of liquidation preference scaled on a pro rata basis based on additional megawatts of energized power capacity secured by SkyCore prior to closing (with the full $4 million payable upon securement of 18 megawatts), for maximum aggregate consideration of $22 million. The key terms of the Series B Convertible Preferred Stock contemplated by the SkyCore LOI include a $1,000 stated value per share; an 8% cash dividend or 10% payment-in-kind dividend, at the Company’s election; conversion at a 10% premium to the 20-day volume weighted average price of the Company’s common stock at signing of the definitive purchase agreement; a seven-year mandatory redemption; an annual holder put right beginning in year two, capped at 20% per year of the original holdings; and a $500,000 break-up fee payable by the Company. The parties have agreed to a 90-day exclusivity period. The SkyCore Acquisition is expected to close within 60 days following execution of a definitive purchase agreement, subject to customary closing conditions, including negotiation and finalization of definitive agreements, the filing of a Certificate of Designation establishing the rights, preferences, and privileges of the Series B Convertible Preferred Stock with the Delaware Secretary of State, and approval by the Company’s board of directors of the issuance and the terms of the Series B Convertible Preferred Stock. There can be no assurance that the SkyCore Acquisition will be consummated on the terms contemplated by the SkyCore LOI, or at all. If consummated, the issuance and outstanding presence of the Series B Convertible Preferred Stock would (i) subordinate the rights of holders of the Company’s common stock to the aggregate liquidation preference in the event of a liquidation, dissolution, or change of control, (ii) potentially dilute the voting and economic interests of common stockholders on conversion of the Series B Convertible Preferred Stock into common stock, (iii) impose cash dividend or payment-in-kind dividend obligations on the Company, (iv) subject the Company to substantial cash redemption obligations on the mandatory redemption date and on exercise of the annual holder put right, and (v) restrict the Company’s ability to issue other securities ranking senior to orpari passu with the Series B Convertible Preferred Stock or to take certain other corporate actions.
Previous report
The Company has limited or no operating history in the power generation, data center development, and high-performance compute hosting businesses.
Previous report
Risks Related to the Company’s Capital Structure
Previous report
The Company’s common stock is subject to significant concentration of ownership, and a small number of stockholders may have the ability to influence matters submitted to the stockholders for approval.
Previous report
Following the Merger, a substantial portion of the Company’s outstanding common stock is held by the former stockholders of Z Squared, including Group 10 Holdings LLC. Group 10 Holdings LLC is also entitled to receive an additional 200,000 shares of common stock pursuant to the Second Amendment to its consulting agreement with the Company in connection with the closing of the Merger. The concentration of ownership of the Company’s common stock may have the effect of (i) delaying, deferring, or preventing a change of control of the Company, (ii) influencing the outcome of matters submitted to the Company’s stockholders for approval, including the election of directors and significant corporate transactions, and (iii) discouraging unsolicited acquisition proposals or offers for the Company’s common stock that other stockholders may consider favorable.
Reworded paragraphs (25)
Previous wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), as supplemented and superseded by the risk factors set forth in the “Risk Factors” section of the Company’s Registration Statement on Form S-4 (File No. 333-288329) declared effective by the Securities and Exchange Commission on December 23, 2025 (the “Registration Statement”), and as further updated by the risk factors set forth below. There have been material changes to the risk factors disclosed in the Annual Report as a result of (i) the completion on April 24, 2026 of the business combination (the “Merger”) with Z Squared, Inc., a Wyoming corporation (“Z Squared”), and the related spin-out (the “Spin-Out” and, together with the Merger, the “Transactions”) of substantially all of the Company’s historical biopharmaceutical operations other than those conducted through GEAR Therapeutics, Inc., each as described in the “Recent Business Combination” section of Item 2 of Part I of this Quarterly Report and in Notes 16 and 17 to the accompanying condensed consolidated financial statements; (ii) the resulting change in the Company’s principal business from the biopharmaceutical and technology business conducted by Coeptis Therapeutics Holdings, Inc. and its subsidiaries to the digital asset mining business now conducted through Z Squared and its subsidiaries; (iii) the change in the Company’s management team and board of directors; and (iv) certain new and pending strategic transactions and capital structure matters described below.
Current wording
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in the “Risk Factors” section of the Company’s Current Report on Form 8-K files with the SEC on April 30, 2026 (the “Merger 8-K”), the “Risk Factors” section of the Company’s Registration Statement on Form S-4 (File No. 333-288329) declared effective by the Securities and Exchange Commission on December 23, 2025 (the “Registration Statement”), and as further updated by the risk factors set forth below. There have been material changes to the risk factors disclosed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”) as a result of (i) the completion on April 24, 2026 of the Merger and related transactions, each as described elsewhere in this Report and in Notes 4, 16 and 17 to the accompanying condensed consolidated financial statements; (ii) the resulting change in the Company’s principal business from the biopharmaceutical and technology business conducted by Coeptis Therapeutics Holdings, Inc. and its subsidiaries to the crypto asset mining business now conducted through Z Squared and its subsidiaries; (iii) the change in the Company’s management team and board of directors; and (iv) certain new and pending strategic transactions and capital structure matters described below.
Previous wording
Incorporation by Reference of Risk Factors from the Registration Statement.
Current wording
Incorporation by Reference of Risk Factors from the Merger 8-K and Registration Statement.
Previous wording
(b) The risk factors set forth under the caption “Risks Related to Coeptis” in the Registration Statement that relate to the biopharmaceutical and technology businesses conducted through the Spin-Out Subsidiaries are no longer applicable to the Company, as those operations have been distributed to the Company’s stockholders in connection with the Spin-Out. Risks relating to the Company’s continuing interest in GEAR Therapeutics, Inc. (which was not part of the Spin-Out) remain applicable, as do the corporate-level and capital-structure risks set forth under the subheadings “Risks Related to Our Capital Requirements and Capital Structure” and “Risks Related to Our Organization and Structure.”
Current wording
The risk factors set forth in the “Risk Factors” section of the Merger 8-K (beginning on page 18 thereof) and the Registration Statement (beginning on page 41 thereof) are incorporated by reference in their entirety into this Report, as updated herein, except that the risk factors set forth under the caption “Risks Related to Coeptis” in the Registration Statement that relate to the biopharmaceutical and technology businesses conducted through the Spin-Out Subsidiaries are no longer applicable to the Company, as those operations have been distributed to the Company’s stockholders in connection with the Spin-Out. Risks relating to the Company’s continuing interest in GEAR Therapeutics, Inc. (which was not part of the Spin-Out) remain applicable.
Previous wording
The risk factors set forth below supplement, update, and (to the extent inconsistent) supersede the risks disclosed in the Annual Report and the Registration Statement.
Current wording
The risk factors set forth below supplement, update, and (to the extent inconsistent) supersede the risks disclosed in the 2025 Annual Report, the Merger 8-K and the Registration Statement.
Previous wording
Risks Related to the Completed Business Combination and the Resulting Change in Business
Current wording
Risks Related to the Completed Business Combination and Changes in Our Business
Previous wording
The Company’s historical financial statements do not reflect its current business and are not indicative of its future results.
Current wording
The Company’s historical financial statements filed with prior periodic reports and other SEC filings do not reflect its current business and are not indicative of its future results.
Previous wording
The Company has a new management team with limited experience operating the Company as a public company in the digital asset mining business.
Current wording
The Company has a new management team with limited experience operating the Company as a public company in the crypto asset mining business.
Previous wording
Following the closing of the Merger, the Company’s executive officer team and board of directors were substantially replaced. The new executive officers are drawn principally from the management of Z Squared, which was a privately-held company prior to the Merger. Although the new management team has experience in the digital asset mining industry, the team has limited experience operating as the management of a publicly-traded company subject to the reporting, governance, and compliance requirements of the Securities Exchange Act of 1934, the rules and regulations of the SEC, the listing standards of The Nasdaq Stock Market, and the Sarbanes-Oxley Act. The integration of the new management team into the Company’s existing public-company reporting infrastructure, including its disclosure controls and procedures and internal control over financial reporting, may take time and may give rise to material weaknesses, deficiencies, or compliance failures that could adversely affect the Company’s ability to satisfy its reporting obligations on a timely basis, the accuracy of its financial reporting, and the trading price of its common stock.
Current wording
Following the closing of the Merger, the Company’s executive officer team and board of directors were substantially replaced. The new executive officers are drawn principally from the management of Z Squared, which was a privately-held company prior to the Merger. Although the new management team has experience in the crypto asset mining industry, the team has limited experience operating as the management of a publicly-traded company subject to the reporting, governance, and compliance requirements of the Securities Exchange Act of 1934, the rules and regulations of the SEC, the listing standards of The Nasdaq Stock Market, and the Sarbanes-Oxley Act. The integration of the new management team into the Company’s existing public-company reporting infrastructure, including its disclosure controls and procedures and internal control over financial reporting, may take time and may give rise to material weaknesses, deficiencies, or compliance failures that could adversely affect the Company’s ability to satisfy its reporting obligations on a timely basis, the accuracy of its financial reporting, and the trading price of its common stock.
Previous wording
The Company’s existing system of internal control over financial reporting was designed primarily for the biopharmaceutical and technology business conducted by Coeptis Therapeutics Holdings, Inc. and its subsidiaries prior to the Merger. As a result of the Transactions, the change in the Company’s principal business, the change in management, and the integration of Z Squared’s accounting, treasury, custody, and operational systems (including those relating to digital asset custody, hash rate measurement, energy procurement, and mining revenue recognition), the Company expects to make significant changes to its internal control over financial reporting in the periods following the closing of the Transactions. The Company may identify material weaknesses or significant deficiencies in its internal control over financial reporting as a result of these changes. Any failure to maintain effective internal control over financial reporting could result in material misstatements in the Company’s financial statements, loss of investor confidence, restrictions on the Company’s ability to access the capital markets (including its eligibility to use shelf registration statements on Form S-3), and adverse effects on the trading price of the Company’s common stock.
Current wording
The Company’s existing system of internal control over financial reporting was designed primarily for the biopharmaceutical and technology business conducted by Coeptis Therapeutics Holdings, Inc. and its subsidiaries prior to the Merger. As a result of the Transactions, the change in the Company’s principal business, the change in management, and the integration of Z Squared’s accounting, treasury, custody, and operational systems (including those relating to crypto asset custody, hash rate measurement, energy procurement, and mining revenue recognition), the Company expects to make significant changes to its internal control over financial reporting in the periods following the closing of the Transactions. The Company may identify material weaknesses or significant deficiencies in its internal control over financial reporting as a result of these changes. Any failure to maintain effective internal control over financial reporting could result in material misstatements in the Company’s financial statements, loss of investor confidence, restrictions on the Company’s ability to access the capital markets (including its eligibility to use shelf registration statements on Form S-3), and adverse effects on the trading price of the Company’s common stock.
Previous wording
Substantial doubt about the Company’s ability to continue as a going concern, as identified in the Annual Report, continues to apply, and Z Squared’s historical financial statements have also reflected substantial doubt about its ability to continue as a going concern.
Current wording
Substantial doubt about the Registrant’s ability to continue as a going concern, as identified in the Annual Report, continues to apply, and Old Z Squared’s historical financial statements have also reflected substantial doubt about its ability to continue as a going concern.
Previous wording
The Annual Report and the Company’s audited financial statements for the year ended December 31, 2025 contained an explanatory paragraph from the Company’s independent registered public accounting firm expressing substantial doubt about the Company’s ability to continue as a going concern. As disclosed in the Registration Statement, Z Squared’s historical financial statements have similarly reflected substantial doubt about Z Squared’s ability to continue as a going concern. Neither the Merger nor the Spin-Out, individually, has eliminated those concerns. The Company’s ability to continue as a going concern depends on its ability to achieve and sustain profitability in its digital asset mining business, generate cash flow from operations, and access the capital markets on acceptable terms. There is no assurance that the Company will be able to do so.
Current wording
The Annual Report and the registrant’s audited financial statements for the year ended December 31, 2025 contained an explanatory paragraph from the registrant’s independent registered public accounting firm expressing substantial doubt about its ability to continue as a going concern. As disclosed in the Registration Statement, Old Z Squared’s historical financial statements have similarly reflected substantial doubt about Old Z Squared’s ability to continue as a going concern. Neither the Merger nor the Spin-Out, individually, has eliminated those concerns. The Company’s ability to continue as a going concern depends on its ability to achieve and sustain profitability in its crypto asset mining business, generate cash flow from operations, and access the capital markets on acceptable terms. There is no assurance that the Company will be able to do so.
Previous wording
The Company faces meaningful execution and integration risk from the Transactions and the pending strategic transactions described above.
Current wording
The Company faces meaningful execution and integration risk from the Merger and the pending strategic transactions described above.
Previous wording
Concurrent integration of the Merger, the Spin-Out, the SkyCore Acquisition, and any other strategic transactions undertaken by the Company will place significant demands on management’s time and attention, operational and financial systems, and capital resources. Failure to successfully integrate these transactions could prevent the Company from realizing the anticipated benefits, divert management’s attention from existing operations, result in unforeseen liabilities or operational disruptions, and materially adversely affect the Company’s business, financial condition, and results of operations.
Current wording
Concurrent integration of the Merger, the Spin-Out, the pending Paradox transaction, and any other strategic transactions undertaken by the Company will place significant demands on management’s time and attention, operational and financial systems, and capital resources. Failure to successfully integrate these transactions could prevent the Company from realizing the anticipated benefits, divert management’s attention from existing operations, result in unforeseen liabilities or operational disruptions, and materially adversely affect the Company’s business, financial condition, and results of operations.
Previous wording
In addition to its existing digital asset mining operations, the Company has identified power generation, data center development, and high-performance compute (“HPC”) hosting as adjacent business lines for strategic expansion. The Company has limited or no operating history in any of these business lines, and the management expertise, capital resources, regulatory relationships, supplier relationships, and operational capabilities required to compete in these businesses differ materially from those required in the Company’s digital asset mining business. The Company may be unable to develop the necessary expertise internally, hire and retain qualified personnel with relevant experience, secure required regulatory approvals and counterparty relationships, or commit the levels of capital required to make any of these business lines successful. As a result, the Company’s expansion into these business lines may not generate the anticipated revenue or strategic benefits, may distract management from the operation of the existing digital asset mining business, and may materially adversely affect the Company’s business, financial condition, and results of operations.
Current wording
Our current strategy envisages expanding beyond our existing digital asset mining operations into the development and operation of artificial intelligence (“AI”) and high-density compute infrastructure, data centers and power generation capabilities. This expansion strategy depends on our ability to identify, acquire, and successfully control and convert energized power sites into facilities capable of supporting modern AI and high-density compute computing workloads. We have limited or no operating history in commercial data center development, high-density immersion cooling deployments, utility-scale interconnection processes, or securing long-term AI customer offtake. As a result, our ability to execute this strategy successfully is unproven. We also have limited or no operating history in the related power generation and data center development activities, nor the management expertise, capital resources, regulatory relationships, supplier relationships, and operational capabilities required to compete in these businesses, which differ materially from those required in the Company’s crypto asset mining business. The Company may be unable to develop the necessary expertise internally, hire and retain qualified personnel with relevant experience, secure required regulatory approvals and counterparty relationships, or commit the levels of capital required to make any of these business lines successful.
Previous wording
Power generation, data center development, and HPC hosting are capital-intensive business lines that may require the Company to raise substantial additional capital on terms that are unfavorable or unavailable.
Current wording
AI and high-density compute infrastructure, data center development, and power generation are capital-intensive activities that may require the Company to raise substantial additional capital on terms that are unfavorable or unavailable.
Previous wording
Each of power generation, data center development, and HPC hosting requires substantial capital investment for site acquisition, construction or build-out, equipment procurement, regulatory and permitting compliance, and ongoing operations. Power generation facilities and data centers, in particular, are characterized by long development cycles and significant capital commitments before revenue is generated. The Company may be required to raise substantial additional capital through equity issuances (which would dilute existing stockholders), debt financings (which would impose servicing obligations and restrictive covenants), project finance arrangements (which may pledge specific assets and constrain operational flexibility), joint ventures, or other arrangements. There can be no assurance that such capital will be available to the Company on acceptable terms, or at all. If the Company is unable to access sufficient capital, the Company may be required to scale back, delay, or abandon planned expansion into one or more of these business lines, which could materially adversely affect the Company’s business, financial condition, and results of operations.
Current wording
The development of AI and high-density compute infrastructure, data center development, and power generation capabilities requires substantial capital investment for site acquisition, construction or build-out, equipment procurement, regulatory and permitting compliance, and ongoing operations. Power generation facilities and data centers, in particular, are characterized by long development cycles and significant capital commitments before revenue is generated. The Company may be required to raise substantial additional capital through equity issuances (which would dilute existing stockholders), debt financings (which would impose servicing obligations and restrictive covenants), project finance arrangements (which may pledge specific assets and constrain operational flexibility), joint ventures, or other arrangements. There can be no assurance that such capital will be available to the Company on acceptable terms, or at all. If the Company is unable to access sufficient capital, the Company may be required to scale back, delay, or abandon planned expansion into these activities, which could materially adversely affect the Company’s business, financial condition, and results of operations.
Previous wording
The Company’s planned HPC hosting business is dependent on continued strong demand for artificial intelligence and machine learning compute capacity, access to scarce specialized hardware, and the ability to compete with established providers.
Current wording
The Company’s planned expansion into AI infrastructure, including data center development and operation, is dependent on continued strong demand for AI and machine learning compute capacity, access to scarce specialized hardware, and the ability to compete with established providers.
Previous wording
The Company’s planned high-performance compute hosting business is intended to serve customers requiring graphics processing unit (“GPU”), tensor processing unit, and other specialized compute capacity for artificial intelligence, machine learning, scientific computing, and similar workloads. This business line is subject to a number of specific risks, including: (i) the level and durability of customer demand for HPC capacity, which is presently driven substantially by demand for artificial intelligence and machine learning training and inference workloads and may decline or become more cyclical as the market matures; (ii) access to specialized hardware, which is currently constrained by the supply chain and allocation policies of a small number of dominant suppliers; (iii) the technical requirements of HPC hosting (including high power densities, liquid cooling, and high-bandwidth networking), which differ materially from the requirements of digital asset mining and conventional data center hosting and may require the Company to retrofit or purpose-build facilities to support HPC workloads; (iv) the credit risk, contract negotiating leverage, and customer concentration risk associated with large hyperscale and artificial-intelligence-focused customers; and (v) competition from established HPC and artificial intelligence hosting providers and the hyperscale cloud providers, many of which have greater scale, longer-standing customer relationships, and existing access to scarce hardware. The Company may not be able to compete effectively in this business line, and the financial returns from the business line may be lower than anticipated or may not be realized.
Current wording
The Company’s plans and efforts to expand into AI and high-density compute infrastructure are intended to serve customers requiring graphics processing unit (“GPU”), tensor processing unit, and other specialized compute capacity for AI, machine learning, scientific computing, and similar workloads. This business line is subject to a number of specific risks, including: (i) the level and durability of customer demand for high-density compute capacity, which is presently driven substantially by demand for AI and machine learning training and inference workloads and may decline or become more cyclical as the market matures; (ii) access to specialized hardware, which is currently constrained by the supply chain and allocation policies of a small number of dominant suppliers; (iii) the technical requirements of high-density compute hosting (including high power densities, liquid cooling, and high-bandwidth networking), which differ materially from the requirements of crypto asset mining and conventional data center hosting and may require the Company to retrofit or purpose-build facilities to support such workloads; (iv) the credit risk, contract negotiating leverage, and customer concentration risk associated with large hyperscale and artificial-intelligence-focused customers; and (v) competition from established AI and high-density compute hosting providers and the hyperscale cloud providers, many of which have greater scale, longer-standing customer relationships, and existing access to scarce hardware. The Company may not be able to compete effectively in this business line, and the financial returns from the business line may be lower than anticipated or may not be realized.
Previous wording
Concurrent pursuit of digital asset mining, power generation, data center development, and HPC hosting may strain the Company’s management, capital, and operational resources.
Current wording
Concurrent pursuit of crypto asset mining and the development of AI and high-density compute infrastructure, data centers and power generation capabilities may strain the Company’s management, capital, and operational resources.
Previous wording
The Company’s strategic plan contemplates building integrated operations across digital asset mining, power generation, data center development, and HPC hosting. While these business lines are intended to be complementary in certain respects (for example, owned power generation can supply mining and data center operations, and existing mining infrastructure may, in certain cases, be repurposable for HPC hosting), the simultaneous pursuit of multiple distinct business lines will require the Company to allocate management attention, capital, and operational resources across competing demands. The Company’s failure to set appropriate priorities, allocate capital efficiently, identify and retain qualified personnel for each business line, develop the operational capabilities needed to support multiple business lines, or execute on each business plan could prevent the Company from achieving its strategic objectives in any of these business lines and could materially adversely affect the Company’s business, financial condition, and results of operations.
Current wording
The Company’s current plans contemplate building expanding beyond crypto asset mining into integrated AI and high-density compute infrastructure, data center development and power generation capabilities. While these activities are intended to be complementary in certain respects (for example, owned power generation can supply mining and data center operations, and existing mining infrastructure may, in certain cases, be repurposable for high-density compute hosting), the simultaneous pursuit of multiple distinct business lines will require the Company to allocate management attention, capital, and operational resources across competing demands. The Company’s failure to set appropriate priorities, allocate capital efficiently, identify and retain qualified personnel for each business line or activity, develop the operational capabilities needed to support multiple activities, or execute on each business plan could prevent the Company from achieving its strategic objectives in its current line of business or its planned activities and could materially adversely affect the Company’s business, financial condition, and results of operations.
Previous wording
In connection with the closing of the Merger, the Company issued an aggregate of 43,877,497 shares of common stock to the former stockholders of Z Squared, increasing the Company’s outstanding shares of common stock from 6,553,996 at March 31, 2026 to 51,431,493 at May 12, 2026. This represents substantial dilution to the holders of the Company’s common stock prior to the Merger. Additional dilution may result from (i) the conversion of any Series B Convertible Preferred Stock issued in connection with the SkyCore Acquisition, (ii) sales of common stock under the Company’s existing Standby Equity Purchase Agreement (the “SEPA”), (iii) the issuance of bonus shares of common stock to Group 10 Holdings LLC pursuant to the Second Amendment to the consulting agreement between the Company and Group 10 Holdings LLC, (iv) the issuance of common stock under the Company’s 2025 Incentive Compensation Plan and any other equity plans of the Company, (v) the exercise of outstanding warrants (including legacy Public Warrants and Private Placement Warrants outstanding since the Company’s predecessor’s initial public offering in November 2020), (vi) the exercise of outstanding stock options, and (vii) the issuance of common stock in connection with any future financings, acquisitions, or strategic transactions. The market price of the Company’s common stock could decline as a result of any such dilution or anticipated dilution.
Current wording
In connection with the closing of the Merger, the Company issued an aggregate of 43,877,497 shares of common stock to the former stockholders of Z Squared, increasing the Company’s outstanding shares of common stock from 6,553,996 at March 31, 2026 to 51,431,493 at May 12, 2026 and was 53,000,397 at June 30, 2026. This represents substantial dilution to the holders of the Company’s common stock prior to the Merger. Additional dilution may result from (i) the conversion of any Convertible Preferred Stock issued in connection with the potential Paradox or SkyCore acquisitions, (ii) the issuance of common stock under the Company’s 2025 Incentive Compensation Plan and any other equity plans of the Company, (iii) the exercise of outstanding warrants (including legacy Public Warrants and Private Placement Warrants outstanding since the initial public offering of Coeptis (i.e., the legal entity surviving the Merger) in November 2020), (iv) the exercise of outstanding stock options, and (v) the issuance of common stock in connection with any future financings, acquisitions, or strategic transactions. The market price of the Company’s common stock could decline as a result of any such dilution or anticipated dilution.
Previous wording
As of March 31, 2026, the Company had outstanding (i) 375,000 public warrants exercisable in the aggregate to acquire 187,500 shares of the Company’s common stock at an exercise price of $230.00 per share, issued in connection with the November 2020 initial public offering of Bull Horn Holdings Corp., the Company’s predecessor (the “Public Warrants”), and (ii) 187,500 private placement warrants exercisable in the aggregate to acquire 187,500 shares of the Company’s common stock at the same exercise price, issued to the sponsor and underwriters in that initial public offering (the “Private Placement Warrants”). Each of the Public Warrants and the Private Placement Warrants will expire by their terms in October 2027. Although the exercise prices currently exceed the trading price of the Company’s common stock, any future increase in the trading price above the exercise price could result in exercises and consequent additional dilution.
Current wording
As of June 30, 2026, the Company had outstanding (i) 375,000 public warrants exercisable in the aggregate to acquire 187,500 shares of the Company’s common stock at an exercise price of $230.00 per share, issued in connection with the November 2020 initial public offering of Bull Horn Holdings Corp., the registrant’s predecessor (the “Public Warrants”), and (ii) 187,500 private placement warrants exercisable in the aggregate to acquire 187,500 shares of the Company’s common stock at the same exercise price, issued to the sponsor and underwriters in that initial public offering (the “Private Placement Warrants”). Each of the Public Warrants and the Private Placement Warrants will expire by their terms in October 2027. Although the exercise prices currently exceed the trading price of the Company’s common stock, any future increase in the trading price above the exercise price could result in exercises and consequent additional dilution.
Previous wording
The Company’s continued holding of GEAR Therapeutics, Inc. exposes the Company to regulatory, clinical, and intellectual property risks associated with the biopharmaceutical industry that are inconsistent with the Company’s principal business of digital asset mining.
Current wording
The Company’s continued holding of GEAR Therapeutics, Inc. exposes the Company to regulatory, clinical, and intellectual property risks associated with the biopharmaceutical industry that are inconsistent with the Company’s principal business of crypto asset mining.
Previous wording
The Company’s interest in GEAR Therapeutics, Inc. was not included in the Spin-Out and continues to be held by the Company following the Merger. As a result, the Company remains exposed to the regulatory, clinical, intellectual property, competitive, and capital-requirements risks associated with the biopharmaceutical industry, as further described under the captions “Risks Related to Coeptis – Related to the Development and Regulatory Approval of Our Product Candidates” and “Risks Related to Coeptis – Risks Related to Regulation” in the Registration Statement, to the extent those risks apply to the operations of GEAR Therapeutics, Inc. These residual biopharmaceutical risks are inconsistent with the Company’s principal business of digital asset mining and may result in the Company allocating management attention and capital to operations that are not aligned with the Company’s primary strategic focus.
Current wording
The Company’s interest in GEAR Therapeutics, Inc. (“GEAR”) was not included in the Spin-Out and continues to be held by the Company following the Merger. As a result, the Company remains exposed to the regulatory, clinical, intellectual property, competitive, and capital-requirements risks associated with the biopharmaceutical industry, as further described under the captions “Risks Related to Coeptis – Related to the Development and Regulatory Approval of Our Product Candidates” and “Risks Related to Coeptis – Risks Related to Regulation” in the Registration Statement, to the extent those risks apply to the operations of GEAR. These residual biopharmaceutical risks are inconsistent with the Company’s principal business of crypto asset mining and may result in the Company allocating management attention and capital to operations that are not aligned with the Company’s primary strategic focus. At the same time, the Company’s ability to significantly alter GEAR’s operations may be limited by the covenants in the Option Agreement, as more fully described in this Report under
Previous wording
All prior sales of unregistered securities have been properly disclosed in prior SEC filing.
Current wording
All prior sales of unregistered securities have been properly disclosed in prior SEC filings.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Risks Related to Our Capital Requirements and Capital Structure
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The risk factors set forth in the “Risk Factors” section of the Registration Statement, beginning on page 41 thereof, are incorporated by reference into this Quarterly Report on Form 10-Q, except as follows: