Z Squared Enters $50M Equity Forward Agreement with LucentHash; LOI to Acquire Skycore Digital (42 MW)

Z Squared Inc.

Entered $50M committed equity forward purchase agreement with LucentHash / Data Part Capital; shares issued at 95% of 5-day VWAP.
Each draw between $50K and $5M; 14-day minimum between draws; 9-month lock-up; floor price $5 (reset to $3 after three floor cancellations).
Commitment fee of $500K (1%) paid in shares over first five draws; capped at 19.99% of outstanding unless shareholder approval obtained.
Signed binding LOI to acquire Skycore Digital: three NC sites powered by Duke Energy with 42 MW total capacity (18 MW available now).
Company controls draw timing; purchaser prohibited from short-selling or hedging ZSQR common stock during commitment period.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Z Squared Inc. issued up to an aggregate of $50,000,000 of shares of the Company's common stock of common stock to LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company for 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period.

Security: common stock
Shares: up to an aggregate of $50,000,000 of shares of the Company's common stock
Purchaser: LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company
Consideration: 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period

Exact text from the filing

draw notice may be outstanding at any time, with a minimum of 14 calendar days required between successive draw notices. The purchase price for the shares sold in each draw is 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period unique to that draw. The Company retains sole control over whether,

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Z Squared Inc. entered into Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company valued at $50,000,000 (effective 2026-05-29).

Action: entry
Agreement: equity purchase
Counterparty: LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company
Value: $50,000,000
Effective: 2026-05-29

Exact text from the filing

On May 29, 2026, Z Squared Inc. (the “Company”) entered into a Committed Equity Forward Purchase Agreement (the “Purchase Agreement”) with LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company (the “Purchaser”). The Purchase Agreement allows the Company, in its sole discretion, sell to the Purchaser up to an aggregate of $50,000,000 of shares of the Company’s common stock

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226 equity issuances filed in the last 30 days. Browse all equity issuances →

Z Squared Inc. filing history →

Source: SEC EDGAR

accession 0001683168-26-004560

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