NOTE 17 – SUBSEQUENT EVENTS

Management has performed a review of all events and transactions occurring after March 31, 2026 for items requiring recognition or disclosure in the accompanying condensed consolidated financial statements, noting the following subsequent events.

Completion of Business Combination. On April 24, 2026, the Company (then named Coeptis Therapeutics Holdings, Inc.) completed the business combination contemplated by the Agreement and Plan of Merger, dated as of April 25, 2025 (the “Merger Agreement”), by and among the Company, CP Merger Sub Inc., a Wyoming corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Z Squared, Inc., a Wyoming corporation (“Z Squared”). At the effective time of the merger (the “Effective Time”), Merger Sub merged with and into Z Squared, with Z Squared surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with the closing of the Merger, the Company changed its corporate name from “Coeptis Therapeutics Holdings, Inc.” to “Z Squared Inc.”

At the Effective Time, each share of Z Squared common stock, par value $0.001 per share, outstanding immediately prior to the Effective Time was converted into the right to receive shares of the Company's common stock, par value $0.0001 per share, in accordance with the share-exchange ratio set forth in the Merger Agreement. As aggregate consideration for the Merger, the former Z Squared stockholders collectively received 43,877,497 shares of the Company's common stock, representing the Applicable Percentage (as defined in the Merger Agreement) of the Company's issued and outstanding common stock calculated on a fully-diluted basis as of the closing.

Commencing on April 27, 2026, the Company's common stock began trading on the Nasdaq Global Market under the new ticker symbol “ZSQR” (previously “COEP”).

Spin-Out of Certain Biotechnology Operations. Immediately prior to the Effective Time, and as a condition to the consummation of the Merger, the Company effected a spin-out (the “Spin-Out”) of certain of its biotechnology operations. The Company contributed substantially all of the assets, liabilities, and equity interests comprising its biopharmaceutical operations conducted through Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, and the Company's 73% interest in SNAP Biosciences, Inc. (collectively, the “Spin-Out Subsidiaries”) to one or more newly-formed spin-out subsidiaries, the equity of which was then distributed to the Company's stockholders of record as of the applicable record date established for the Spin-Out. As a result of the Spin-Out, the Spin-Out Subsidiaries are no longer part of the Company's consolidated group. The Company's interest in GEAR Therapeutics, Inc. was not part of the Spin-Out and continues to be held by the Company following the Merger.

Change in Business. Following the completion of the Merger and the Spin-Out, the Company's principal business is the digital asset mining operations conducted through Z Squared and its subsidiaries, including vertically integrated cryptocurrency mining of Dogecoin (DOGE), Litecoin (LTC), and other digital assets at facilities located in North Carolina, South Carolina, and Iowa. The Company is also pursuing complementary business lines, including power generation, data center development, and high-performance compute hosting. The Company also continues to hold its interest in GEAR Therapeutics, Inc., which conducts the residual biopharmaceutical operations retained by the Company following the Spin-Out.

Accounting Treatment. As disclosed in the “Anticipated Accounting Treatment” 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”), the Merger is being accounted for as a reverse acquisition under ASC 805-40, with Z Squared treated as the accounting acquirer and the Company treated as the accounting acquiree for financial reporting purposes. Accordingly, in the Company's financial statements for periods ending on or after the closing date, the Company expects that: (i) the reported historical operating results will be those of Z Squared; (ii) the net assets of the Company (other than those of the Spin-Out Subsidiaries) acquired in the Merger will be recorded at their respective acquisition-date fair values; (iii) the legal capital of the surviving entity will be that of the Company, with the prior-period equity of Z Squared recast to reflect the share-exchange ratio under the Merger Agreement; and (iv) earnings per share for periods prior to the Merger will be recast to reflect that share-exchange ratio. The Company is in the process of finalizing the accounting under ASC 805 for the reverse acquisition, including the related fair value measurements, and that analysis is not yet complete.

Impact on the Financial Statements Presented. Because each of the Merger, the Spin-Out, the name change, and the ticker change occurred subsequent to the March 31, 2026 balance sheet date, each constitutes a non-recognized subsequent event under ASC 855-10-25-3 and does not affect the recognition or measurement of any amounts in the accompanying condensed consolidated balance sheet as of March 31, 2026 or the related condensed consolidated statements of operations, stockholders' equity, and cash flows for the three months ended March 31, 2026.

The Company's financial statements in subsequent periods will, however, be materially different from those presented herein as a result of the Merger, the Spin-Out, and the related change in business. In particular, (i) the operations historically conducted through the Spin-Out Subsidiaries will not be reflected in the Company's results of operations in subsequent periods; (ii) under the reverse acquisition treatment described above, the operations of Z Squared (which have not historically been included in the Company's consolidated financial statements) will be reflected in subsequent periods as those of the accounting acquirer; and (iii) the Company's outstanding shares of common stock increased from 6,553,996 at March 31, 2026 to 51,431,493 at May 12, 2026, primarily as a result of the issuance of the Merger Consideration. Because the Company has not yet finalized the accounting under ASC 805 for the reverse acquisition or the related fair value measurements, an estimate of the financial effect of these subsequent events on the Company's results of operations, financial position, and cash flows in future periods, beyond the foregoing, cannot reasonably be made at the date of issuance of these financial statements.

For additional information regarding the Merger, the Spin-Out, and the resulting change in the Company's business, reference is made to the Registration Statement and to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026 reporting the completion of the Merger and related transactions.

On April 29, 2026, Z Squared announced that it has entered into a binding letter of intent to acquire 100% of the membership interests of Skycore Digital LLC (“Skycore”), an operating digital infrastructure company with three active sites in North Carolina powered by Duke Energy. Skycore operates approximately 24 megawatts (“MW”) of energized power capacity currently connected to the Duke Energy grid, with an additional 18 MW available through existing Duke Energy Letters of Authorization. Together, the assets provide Z Squared with a defined path to up to 42 MW of total potential capacity.

The transaction is structured entirely in Series B Convertible Preferred Stock, with no cash consideration and no debt financing. Total consideration consists of Series B Convertible Preferred Stock with an $18 million base aggregate liquidation preference at closing, plus up to an additional $4 million, scaled pro rata based on additional MW secured prior to closing, with the full $4 million payable upon securement of 18 MW. Maximum aggregate consideration is $22 million. Key terms of the Series B Convertible Preferred Stock 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 VWAP at signing; a seven-year mandatory redemption; an annual holder put right beginning in year two, capped at 20% per year; and a $500,000 break-up fee payable by Z Squared. The parties have agreed to a 90-day exclusivity period. The acquisition is expected to close within 60 days following execution of a definitive purchase agreement, subject to customary closing conditions.