{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-26-004560","form_type":"8-K","ticker":"ZSQR","cik":"0001759186","company_name":"Z Squared Inc.","filed_at":"2026-06-04T20:02:30+00:00","discovered_at":"2026-06-04T20:03:00.637357+00:00","generated_at":"2026-06-04T20:03:17.087596+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Z Squared Enters $50M Equity Forward Agreement with LucentHash; LOI to Acquire Skycore Digital (42 MW)","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004560","json":"https://secwatch.observer/filing/0001683168-26-004560.json","markdown":"https://secwatch.observer/filing/0001683168-26-004560.md","text":"https://secwatch.observer/filing/0001683168-26-004560.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/0001683168-26-004560-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/zsquared_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T20:03:17.087596+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5f8b8710a906b7288434343097fc2e699fa088e8","claim":"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.","evidence_excerpt":"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,","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/0001683168-26-004560-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"up to an aggregate of $50,000,000 of shares of the Company's common stock"},{"label":"Purchaser","value":"LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company"},{"label":"Consideration","value":"95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period"}],"fact_type":"equity_issuance"},{"claim_id":"3253ed29303e29142515ab8739b786cf70987a50","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/0001683168-26-004560-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company"},{"label":"Value","value":"$50,000,000"},{"label":"Effective","value":"2026-05-29"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}