en.Wedoany.com Reported - Z Squared has entered into a definitive agreement with Paradox Infrastructure to acquire 100% of the membership interests in Paradox Data. The transaction, initially planned as a majority stake acquisition under a binding letter of intent announced on June 25, 2026, has now been expanded to a full acquisition.
Paradox Data's core asset is the Union County campus located at 713 Industrial Road, El Dorado, Arkansas. The data center development site has entered into a power supply agreement with Entergy Arkansas, providing up to 8.0 MW of energy services; a purchase agreement for adjacent land has been signed; and plans call for the gradual development of up to 150 MW of AI-ready capacity through a combination of utility power and on-site generation. The site supports Z Squared's previously announced Phase 1 goal of developing 100 MW of AI-ready capacity across multiple U.S. sites for various workloads.
The transaction employs an execution-aligned, non-cash consideration structure, with total consideration consisting entirely of newly designated Series A convertible preferred stock of Z Squared, with no cash paid and no debt financing incurred at closing. At closing, Z Squared will issue $5 million in Series A convertible preferred stock, convertible into common stock at a fixed conversion price of $7.45 per share. With respect to milestone payments, up to $20 million in additional convertible preferred stock will only be earned upon the achievement of four established development milestones at the Union County campus: the first milestone corresponds to the initial energization of AI computing capacity at the existing site, and the remaining three correspond to the campus reaching total capacities of 50 MW, 100 MW, and 150 MW, respectively. Each milestone is earned in installments upon receipt of binding service requests for additional capacity and the energization of such capacity. This arrangement means that 80% of the total consideration is directly tied to campus execution milestones.
Z Squared has engaged A2 Advisors for the development of the Union County campus. The firm is a strategic advisory and executive management company focused on digital infrastructure (data centers, power, real estate, and the capital markets supporting these areas) and is expected to provide operational execution expertise in site development planning, project delivery, vendor and partner coordination, and leasing and capital strategies.
There are affiliated relationships among the parties to the transaction: Mr. Harris indirectly holds minority interests in Paradox Infrastructure (the seller) and Paradox Energy (the recipient of milestone proceeds).
Z Squared CEO David Halabu stated that the form of this contract reflects "disciplined scaling"—with 80% of total consideration earned only upon the achievement of established execution milestones at the campus, namely applying for capacity first and then energizing it, a structure that aligns acquisition currency with execution while continuing to move this transaction toward closing expeditiously. Chief Technology Officer Jeffery Harris stated that following closing, the company will work with A2 Advisors to build efficient, technology-driven data centers, with a focus on advancing the utility, generation, engineering, and customer workflows required to scale capacity.
