Bull Horn Holdings Corp.

A standby equity purchase agreement is a committed facility to sell shares to one buyer over time, so exhausting it closes a dilution channel and removes a funding source at once. Index inclusion is separately meaningful for liquidity, since tracking funds must buy, but neither event changes the company's obligations.

The whole purchase price is paid in a preferred class whose terms do not yet exist — they are to be set in a certificate of designation filed at or before closing — so the economics of the consideration cannot be assessed from this filing. Closing depends on definitive documentation, due diligence, and any stockholder approval Nasdaq rules require.

The consideration floats on a third-party valuation performed at Closing, not on a market price and not on a fixed ratio, so neither side's share count is knowable from this document. Two features cut the target's take: the valuation is net of assumed debt and assumed transaction expenses, and the asset being valued is mining computer hardware, whose appraised value can move materially between signing and closing. At the $750,000,000 cap the existing Coeptis holders are left with 10% of the fully diluted company; below it their share rises proportionally.

The share count on both sides depends on an appraisal of mining hardware carried out at Closing and netted against assumed debt and transaction expenses, so nothing in this document fixes how much of the company either side ends up with. The 90% ceiling means Coeptis's existing holders retain at most 10% on a fully diluted basis if the full $750,000,000 of Asset Value is delivered, and proportionally more if it is not. No floor on the Asset Value is stated in this portion.

The consideration is a percentage of the combined company set by a valuation performed at Closing, so no share count is knowable from this document. At the $750,000,000 threshold Coeptis's existing holders are left with 10% of the fully diluted company; below it their retained share rises proportionally. Because the percentage — not a share count — is the fixed term, anything Coeptis issues before closing does not protect existing holders from that 90%/10% split.

Even the date on the face of the document is unfilled in this version, which places it early in the comment-and-amend cycle. The economic term that governs is the Applicable Percentage: at or above $750,000,000 of Z Squared Asset Value the target's holders take 90% of the fully diluted combined company and Coeptis's existing holders retain 10%. No share count is fixed, because the percentage is what is agreed.

In this version the consideration is stated only by reference to the merger agreement's calculation and a page cross-reference; the extracted portion does not carry the Applicable Percentage definition or any share count, so no ownership split should be attributed to this filing. What it does establish is the parties, the direction of the merger and the date of the agreement. Anyone needing the consideration must read page 104 onward rather than infer it.

This is the baseline of the Coeptis / Z Squared registration. It establishes the parties, the direction of the merger and the date of the agreement, but expresses the consideration only as a per-share portion of an aggregate determined under the merger agreement — no share count, ratio or ownership percentage appears in the extracted portion, so none should be attributed to this filing.

The vote is fixed and the eligibility date already closed when this amendment was filed: the extraordinary general meeting is set for 10:00 a.m. Eastern Time on October 26, 2022, and only holders of Bull Horn ordinary shares at the close of business on September 1, 2022 may vote at it or at any adjournment. The meeting is conducted entirely by live webcast, with no physical location offered. The merger agreement is dated effective as of April 18, 2022 rather than stated to have been signed then, so the effective date and the execution date are not the same claim.

The clock is the risk: Bull Horn must complete a business combination by November 3, 2022 or be liquidated, and the stated redemption price of approximately $10.22 per share assumes Bull Horn uses a full six-month extension. Ownership assuming no redemptions is Coeptis holders about 77.0% and Bull Horn shareholders about 23.0%; if holders of 2,598,025 Bull Horn shares redeem, that becomes 87.2% and 12.8%, with 5,116,414 shares retained by Bull Horn holders. The founder shares are worthless if the deal fails, as they do not participate in any redemption or liquidation of the trust.

The terms a holder would price are the same in both versions: ownership of about 77.0% for Coeptis holders and 23.0% for Bull Horn shareholders assuming no redemptions, moving to 87.2% and 12.8% if holders of 2,598,025 Bull Horn shares redeem, with 5,116,414 shares retained; a redemption price of approximately $10.22 assuming a full six-month extension; Coeptis warrants over up to 4,642,500 shares at an average $2.67; and a hard stop — Bull Horn must complete a combination by November 3, 2022 or liquidate, in which case the founder shares are worthless.

Shareholders vote on six proposals — the Domestication, the Business Combination, the 2022 Equity Incentive Plan, the Charter Amendment Proposals, the Director Election Proposal and an adjournment proposal if presented — and the board unanimously recommends all of them. This version fixes the meeting only as 10:00 a.m. Eastern Time on a blank date, leaves the record date blank, and leaves the closing sale prices of Bull Horn's units, ordinary shares and warrants as blanks, so no price or deadline in it can be relied on yet.

Bull Horn was incorporated on November 27, 2018 as a British Virgin Islands business company for the purpose of effecting a merger, share exchange, share reconstruction or amalgamation, asset or share acquisition, contractual arrangement or other similar transaction. This version fixes the extraordinary general meeting only as 10:00 a.m. Eastern Time on a blank date and leaves the record date blank as well, so no deadline in it is usable. The meeting is to be held entirely virtually by live webcast. Bull Horn's units, ordinary shares and warrants trade on Nasdaq as BHSEU, BHSE and BHSEW.

Bull Horn was incorporated on November 27, 2018 as a British Virgin Islands business company, and this amendment still leaves both the extraordinary general meeting date and the record date blank, fixing only 10:00 a.m. Eastern Time and a completely virtual live-webcast format. Until those blanks are filled, nothing in the filing establishes a vote date or a redemption deadline for this vehicle.

Neither the meeting date nor the record date exists yet in this filing: the notice reads that the extraordinary general meeting will be held at 10:00 a.m. Eastern Time 'on , 2022' and that only holders at the close of business 'on , 2022' may vote. The hour is fixed and both dates are blank, which is exactly the shape that produces a stored deadline with no document behind it, so neither is recorded. The registration number is likewise unassigned, so this filing cannot be cited by a registration number at all.

What changed: 8-K of Z Squared Inc. Item 1.02 (termination of a material definitive agreement): on July 17, 2026 the Company gave written notice terminating its July 6, 2026 At Market Offering Agreement with Roth Capital Partners, under which it could sell up to $300,000,000 of common stock off an automatic shelf, and its May 29, 2026 Committed Equity Forward Purchase Agreement with Translucent Matter Inc., under which it could require the purchaser to buy up to $50,000,000 of common stock. The ATM termination takes effect July 21, 2026 and the forward purchase termination August 17, 2026. Why it matters: The Company retired $350,000,000 of standing issuance capacity eleven days after putting the larger half of it in place. It states that no shares were sold under the ATM, no draws were made and no shares issued under the forward purchase agreement, that neither obliged it to issue anything absent further action, that it will not issue under either during the notice periods, and that no termination fee or penalty is payable.

What changed: Z Squared Inc., the Bull Horn Holdings Corp. successor, entered a First Amendment to its binding letter of intent with MN Data Centers JV LLC and Claw Holdings, LLC, signed July 9, 2026 and effective June 30, 2026, covering the proposed acquisition of all membership interests in Skycore Digital LLC. The Drop Dead Date moves from June 30, 2026 to January 15, 2027 and may be extended further; the $500,000 break-up fee is eliminated; and exclusivity is terminated, so discussions are non-exclusive. The LOI as amended is non-binding except for confidentiality, governing law and dispute resolution. Why it matters: Every change moves the same way: what was a binding letter of intent with exclusivity and a $500,000 break fee is now a non-binding, non-exclusive discussion with a six and a half month extension. The sellers are free to negotiate with others and the company owes nothing for walking away. The filing states plainly that no party is obliged to negotiate, execute definitive documents or complete the acquisition, so former BHSE holders should treat the Skycore deal as materially less likely than when announced.

What changed: Z Squared Inc., the Bull Horn Holdings Corp. successor, entered a Sales Agreement on July 6, 2026 with Roth Capital Partners under which it may offer and sell common stock from time to time through or to Roth as sales agent or principal, with an aggregate offering price of up to $300,000,000. Sales are made off an automatic Form S-3 shelf filed July 7, 2026 that became effective on filing, and qualify as an at-the-market offering under Rule 415(a)(4), including sales on the Nasdaq Global Market. Neither party is obliged to sell or buy. Why it matters: A $300 million at-the-market facility is an open licence to issue stock into the market at prevailing prices whenever management chooses, with no announcement required for individual sales — the most dilutive financing structure available to a listed company, and the size here dwarfs what a former BHSE shell would ordinarily support. It was signed three days before the same company let its Skycore acquisition lapse into a non-binding, non-exclusive discussion, so the capital is being raised ahead of any committed use.

What changed: Z Squared Inc., successor to Bull Horn Holdings Corp., appointed Jeffery Harris as Chief Technology Officer effective June 24, 2026 on a $225,000 base salary, with an annual bonus in restricted stock units worth three times base — $675,000 at the effective date — and, subject to board approval, an option over 100,000 shares vesting in full only on a 50% rise in the share price above its effective-date value. The employment agreement runs to June 24, 2028. No shares or options had been granted as of the report date. Why it matters: The filing discloses the appointment as a related-party matter itself: Harris is founder and Chief Technology Officer of Paradox Data LLC, which Z Squared signed a binding letter of intent on June 18, 2026 to acquire a majority membership interest in, for Series D convertible preferred stock with a $5,000,000 aggregate initial liquidation preference, no cash and no debt financing. The company states he may be deemed to have a direct or indirect material interest, and the proposed deal carries a drop-dead date of July 31, 2026.

What changed: Z Squared Inc., successor to Bull Horn Holdings Corp., announced on June 29, 2026 the completion of its use of the Standby Equity Purchase Agreement entered on November 1, 2024 with YA II PN, Ltd., when the company was known as Coeptis Therapeutics Holdings, Inc. It separately announced inclusion in the Russell 3000 and Russell 2000 indices under FTSE Russell's 2026 annual reconstitution, effective after the close on June 26, 2026. Both press releases are furnished under Item 7.01. Why it matters: A standby equity purchase agreement is a committed facility to sell shares to one buyer over time, so exhausting it closes a dilution channel and removes a funding source at once. Index inclusion is separately meaningful for liquidity, since tracking funds must buy, but neither event changes the company's obligations.