{"filing":{"accession_number":"0001683168-26-004560","cik":"0001759186","ticker":"ZSQR","company_name":"Z Squared Inc.","form":"8-K","filing_date":"2026-06-04","report_date":null,"primary_document":"zsquared_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1759186/000168316826004560/zsquared_8k.htm"},"events":[{"id":6999,"run_id":6139,"accession_number":"0001683168-26-004560","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Z Squared Inc. entered into a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital allowing the sale of up to $50 million in common stock over 18 months at the Company's discretion. The unregistered private placement is issued under Section 4(a)(2) exemption with the purchaser restricted to 19.99% ownership, creating significant dilution risk and signaling potential capital needs.","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-04","form":"8-K","submitted_at":null,"items":[{"id":4555,"accession_number":"0001683168-26-004560","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Z Squared Inc. entered into a Committed Equity Forward Purchase Agreement allowing the sale of up to $50 million in common stock to LucentHash / Data Part Capital over 18 months at the Company's discretion. This is a classic equity line of credit (ELOC) or committed equity forward arrangement—an unregistered private placement of equity securities that creates significant dilution risk. The shares are issued under Section 4(a)(2) exemption, the purchaser is restricted to 19.99% ownership (subject to shareholder approval for excess), and the Company retains discretion over draw timing and amounts. Such arrangements are material to investors as they signal potential capital needs and future dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4556,"accession_number":"0001683168-26-004560","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D. The filing references a Purchase Agreement with commitment fee shares being issued to a Purchaser, which is a classic private placement structure. This is a material dilutive issuance requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"","ticker":null,"filing_date":""},{"id":4557,"accession_number":"0001683168-26-004560","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses entry into a \"Purchase Agreement\" on June 4, 2026, with forward-looking statements referencing the Company's ability to draw on the agreement and obtain shareholder approval for issuances. While the specific nature of the Purchase Agreement is not detailed in this excerpt, the emphasis on shareholder approval for issuances and the materiality implied by the forward-looking statements suggest this is likely a dilutive financing arrangement (e.g., PIPE, equity line, or similar). However, without explicit confirmation of the agreement's structure or terms, and given the Item 7.01 (Regulation FD Disclosure) classification rather than Item 3.02 (Unregistered Sales) or Item 1.01 (Business Combinations), the event is classified as other_material pending full disclosure details.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":4555,"accession_number":"0001683168-26-004560","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Z Squared Inc. entered into a Committed Equity Forward Purchase Agreement allowing the sale of up to $50 million in common stock to LucentHash / Data Part Capital over 18 months at the Company's discretion. This is a classic equity line of credit (ELOC) or committed equity forward arrangement—an unregistered private placement of equity securities that creates significant dilution risk. The shares are issued under Section 4(a)(2) exemption, the purchaser is restricted to 19.99% ownership (subject to shareholder approval for excess), and the Company retains discretion over draw timing and amounts. Such arrangements are material to investors as they signal potential capital needs and future dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-04"},{"id":4556,"accession_number":"0001683168-26-004560","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 explicitly discloses an unregistered sale of equity securities under Section 4(a)(2) and Regulation D. The filing references a Purchase Agreement with commitment fee shares being issued to a Purchaser, which is a classic private placement structure. This is a material dilutive issuance requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-04"},{"id":4557,"accession_number":"0001683168-26-004560","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses entry into a \"Purchase Agreement\" on June 4, 2026, with forward-looking statements referencing the Company's ability to draw on the agreement and obtain shareholder approval for issuances. While the specific nature of the Purchase Agreement is not detailed in this excerpt, the emphasis on shareholder approval for issuances and the materiality implied by the forward-looking statements suggest this is likely a dilutive financing arrangement (e.g., PIPE, equity line, or similar). However, without explicit confirmation of the agreement's structure or terms, and given the Item 7.01 (Regulation FD Disclosure) classification rather than Item 3.02 (Unregistered Sales) or Item 1.01 (Business Combinations), the event is classified as other_material pending full disclosure details.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-05T05:27:25.052219+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-06-04"}]}