---
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"
generated_at: "2026-06-04T20:03:17.087596+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-26-004560
- JSON: https://secwatch.observer/filing/0001683168-26-004560.json
- Plain text: https://secwatch.observer/filing/0001683168-26-004560.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/0001683168-26-004560-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/0001683168-26-004560-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.