# Z Squared Inc. (COEPW) — capital_raise/atm_program [announced]
Source: SEC API (secapi.ai) · situation sit_045a4bd8a0111d4b4d5d · retrieved 2026-08-12T21:18:23.253Z

## Overview
Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure, with a strategy focused on acquiring operating sites with existing power, converting capacity into AI-ready colocation, and scaling with discipline against signed contracts.

Z Squared Inc. terminated two equity financing programs on July 17, 2026. The company ended its At Market Offering Agreement with Roth Capital Partners, LLC (dated July 6, 2026), which permitted sales of up to $300,000,000 of common stock under a Form S-3 shelf registration, effective July 21, 2026. Simultaneously, it terminated the Committed Equity Forward Purchase Agreement with Translucent Matter Inc. (dated May 29, 2026), which provided the right to require purchases of up to $50,000,000 of common stock, effective August 17, 2026. The company stated it had approximately two years of operating runway and determined that maintaining these programs represented unnecessary dilution overhang. No shares were sold under either program, and no termination fees or penalties were payable.

## Terms
- Counterparty: Roth Capital Partners, LLC and Translucent Matter Inc. · Deal value: $300.0M · Consideration: stock

## Key dates
- Announced 2026-07-07

## Timeline
- 2026-07-07 · 8-K (0001185185-26-002828): 8-K - Z Squared Inc. — Z Squared Inc. entered into a Sales Agreement with Roth Capital Partners, LLC on July 6, 2026, establishing an at-the-market (ATM) offering program. The Company may offer and sell up to $300,000,000 in aggregate offering price of common stock shares through the Agent, which will act as sales agent or principal. The Placement Shares will be offered pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-297288), which became effective on July 7, 2026. The Agent will receive a 3.0% commission on gross sales price of Placement Shares sold, and the Company will reimburse specified expenses. Either party may terminate the Sales Agreement upon five days' prior notice; the Agreement will automatically terminate upon sale of all Placement Shares or upon certain material adverse effects.
  https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-002828.txt
- 2026-07-22 · 8-K (0001185185-26-003094): 8-K - Z Squared Inc. — *Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure, with a strategy focused on acquiring operating sites with existing power, converting capacity into AI-ready colocation, and scaling with discipline against signed contracts.* Z Squared Inc. terminated two equity financing programs on July 17, 2026. The company ended its At Market Offering Agreement with Roth Capital Partners, LLC (dated July 6, 2026), which permitted sales of up to $300,000,000 of common stock under a Form S-3 shelf registration, effective July 21, 2026. Simultaneously, it terminated the Committed Equity Forward Purchase Agreement with Translucent Matter Inc. (dated May 29, 2026), which provided the right to require purchases of up to $50,000,000 of common stock, effective August 17, 2026. The company stated it had approximately two years of operating runway and determined that maintaining these programs represented unnecessary dilution overhang. No shares were sold under either program, and no termination fees or penalties were payable.
  https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-003094.txt

## Citations
- 0001185185-26-002828 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000118518526002828
- 0001185185-26-003094 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000118518526003094