{"filing":{"accession_number":"0001185185-26-002708","cik":"0001759186","ticker":"ZSQR","company_name":"Z Squared Inc.","form":"8-K","filing_date":"2026-06-29","report_date":null,"primary_document":"zsquared8k062926.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1759186/000118518526002708/zsquared8k062926.htm"},"events":[{"id":14742,"run_id":13134,"accession_number":"0001185185-26-002708","anchor_item_number":"8.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Z Squared Inc. completed an advance under its Standby Equity Purchase Agreement (SEPA) on June 26, 2026, issuing 1,302,806 shares of common stock to YA II PN, Ltd. at $11.8351 per share for gross proceeds of approximately $15.4 million. The shares were sold in reliance on Section 4(a)(2) exemption from registration, with resale registered under Form S-1.","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-29","form":"8-K","submitted_at":null,"items":[{"id":12267,"accession_number":"0001185185-26-002708","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two distinct operational events: (1) completion of a $15.3 million all-equity capital raise under a standby equity purchase agreement to fund AI infrastructure acquisition and conversion strategy, and (2) formal inclusion in the Russell 3000 and Russell 2000 indexes effective June 26, 2026. While the capital raise could be classified as dilutive_issuance, the primary focus of Item 7.01 is the completion of the legacy financing arrangement and the strategic milestone of Russell index inclusion, which are operational/strategic milestones rather than a discrete equity issuance event. The Russell inclusion is material to institutional investor visibility and liquidity but is primarily a market-recognition event rather than a company-initiated transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:20:41.855118+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12268,"accession_number":"0001185185-26-002708","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Z Squared Inc. completed an advance under its Standby Equity Purchase Agreement (SEPA) on June 26, 2026, issuing 1,302,806 shares of common stock to YA II PN, Ltd. at $11.8351 per share for gross proceeds of $15,418,839.29. The shares were sold in reliance on Section 4(a)(2) exemption from registration, with resale registered under Form S-1. This is a material dilutive equity issuance under a pre-existing SEPA facility, typical of small-cap capital raises, and the press release explicitly notes the \"dilutive effect of sales of common stock under its standby equity purchase agreement\" as a risk factor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:20:41.855118+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12267,"accession_number":"0001185185-26-002708","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The filing discloses two distinct operational events: (1) completion of a $15.3 million all-equity capital raise under a standby equity purchase agreement to fund AI infrastructure acquisition and conversion strategy, and (2) formal inclusion in the Russell 3000 and Russell 2000 indexes effective June 26, 2026. While the capital raise could be classified as dilutive_issuance, the primary focus of Item 7.01 is the completion of the legacy financing arrangement and the strategic milestone of Russell index inclusion, which are operational/strategic milestones rather than a discrete equity issuance event. The Russell inclusion is material to institutional investor visibility and liquidity but is primarily a market-recognition event rather than a company-initiated transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:20:41.855118+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-29"},{"id":12268,"accession_number":"0001185185-26-002708","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Z Squared Inc. completed an advance under its Standby Equity Purchase Agreement (SEPA) on June 26, 2026, issuing 1,302,806 shares of common stock to YA II PN, Ltd. at $11.8351 per share for gross proceeds of $15,418,839.29. The shares were sold in reliance on Section 4(a)(2) exemption from registration, with resale registered under Form S-1. This is a material dilutive equity issuance under a pre-existing SEPA facility, typical of small-cap capital raises, and the press release explicitly notes the \"dilutive effect of sales of common stock under its standby equity purchase agreement\" as a risk factor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:20:41.855118+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-29"}]}