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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
May 29, 2026
_____________________
Z
Squared Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39669 |
98-1465952 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
|
550
South Andrews Ave., Suite
#700
Fort
Lauderdale, Florida |
|
33301 |
| (Address of principal executive offices) |
|
(Zip Code) |
954-400-9994
(Registrant’s telephone number, including
area code)
________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.0001 per share |
|
ZSQR
|
|
The Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
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, par value
$0.0001 per share (the “Common Stock”), from time to time over the commitment period described below, subject to the terms
and conditions set forth in the Purchase Agreement.
The shares issued to the Purchaser under the Purchase Agreement are
restricted securities and are subject to a contractual lock-up of nine months from the issuance date of each tranche. During the period
from the date of the Purchase Agreement through 18 months following the final settlement of all shares issued thereunder, the Purchaser
is prohibited from engaging in short sales or other hedging transactions with respect to the Common Stock.
The Company may access the commitment by delivering draw notices to
the Purchaser, each of which constitutes a separate and independent forward purchase initiated at the Company’s election. Each draw
must be in an amount of not less than $50,000 and not more than $5,000,000, and not more than one 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, when, and in what amount to draw, and is under no obligation to draw any amount.
Draws are subject to an initial floor price of $5.00 per share. Any
pricing-period day on which the Common Stock closes below the then-applicable floor price is excluded from the calculation of the volume-weighted
average price, and a draw is canceled in its entirety if all five pricing-period days close below the floor price, in each case unless
the Purchaser waives the floor price for that draw. Following three consecutive draws canceled at the floor, the Purchaser may elect to
reset the floor price downward, subject to an absolute floor of $3.00 per share, or to terminate the Purchase Agreement, in each case
as more fully described in the Purchase Agreement.
As partial consideration for the Purchaser’s commitment, the
Company will pay a commitment fee of $500,000, equal to 1% of the total commitment, payable in five equal installments of $100,000 in
shares of Common Stock at each of the first five draw closings, with the number of shares for each installment determined by reference
to the closing price of the Common Stock on the trading day immediately preceding the applicable draw notice date. If fewer than five
draws are made, any unpaid installments are forfeited.
The aggregate number of shares of Common Stock issuable to the Purchaser
under the Purchase Agreement, including commitment fee shares and any shares issuable upon exercise of warrants issued under the Purchase
Agreement, may not exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement
(the “Exchange Cap”), unless and until the Company obtains shareholder approval for issuances in excess of the Exchange Cap
in accordance with the applicable rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5635(d). The Company has agreed to include
a proposal for such shareholder approval in the proxy statement for its next annual meeting of shareholders. In addition, the Purchaser
is not entitled to receive shares to the extent that the issuance would cause the Purchaser and its affiliates collectively to beneficially
own more than 19.99% of the Company’s then-outstanding Common Stock.
The commitment period is 18 months from the closing date, subject to
one mutual 12-month extension. The Company may terminate the Purchase Agreement at any time upon 30 days’ prior written notice,
with no termination fee, provided no draw is then pending, and may terminate immediately after the twelfth month if the Common Stock trades
above $15.00 per share for 20 consecutive trading days. The Purchase Agreement automatically terminates if the Common Stock trades above
$24.00 per share for 30 consecutive trading days. The Purchaser may terminate upon an uncured event of default or following three consecutive
floor-canceled draws.
In connection with the Purchase Agreement, the Company granted the
Purchaser registration rights with respect to the shares issued thereunder, including a demand registration right exercisable beginning
on the nine-month anniversary of the closing date.
The shares of Common Stock to be issued under the Purchase Agreement
will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Regulation D thereunder. The Purchaser has represented that it is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and is acquiring the shares for its own account for investment and not with a view
to distribution.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02. The shares of Common Stock issuable to the Purchaser under the Purchase Agreement,
including the commitment fee shares, will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act and Regulation D thereunder, based on the representations of the Purchaser described in Item 1.01.
Item 7.01 Regulation FD Disclosure.
On June 4, 2026, the Company issued a press release announcing its
entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company’s
plans and ability to draw on the Purchase Agreement and the timing and amounts of any draws; the anticipated use of proceeds; the Company’s
ability to obtain shareholder approval for issuances in excess of the Exchange Cap; and the Company’s business strategy, growth
prospects, and future operations. These statements are based on management’s current expectations and are subject to significant
risks and uncertainties, many of which are outside the Company’s control, that could cause actual results to differ materially from
those expressed or implied. Additional information concerning these risks is set forth under the heading “Risk Factors” in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2026, the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and the Company’s subsequent filings with the Securities and
Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Committed Equity Forward Purchase Agreement, dated as of May 29, 2026, between Z Squared Inc. and LucentHash / Data Part Capital. |
| 99.1 |
|
Press Release, dated June 4, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: June 4, 2026 |
Z SQUARED INC. |
| |
|
| |
By: /s/ David Halabu |
| |
Name: David Halabu
Title: Chief Executive Officer
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
Z Squared Inc.
Enters $50 Million Committed Equity Forward Purchase Agreement to S
upport AI Infrastructure Buildout
Agreement Provides
Committed Equity Capital to Execute Phase 1 Acquire and Convert
Pipeline
FT. LAUDERDALE — June 4, 2026 —
Z Squared Inc. (Nasdaq: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure, today announced
the Company has entered into a $50 million committed equity forward purchase agreement with LucentHash / Data Part Capital, a trading
name of Translucent Matter Inc., a British Virgin Islands company (the “Agreement”). The Agreement gives the Company the ability
to fund acquisitions as they close and to stage conversion capital site by site as operational milestones are met, advancing the Company
toward its Phase 1 destination of 100 megawatts of AI-ready capacity across multiple U.S. sites.
Each draw under the agreement is a separate, independent
forward purchase, initiated by the Company on its own timing and priced at 95% of the volume-weighted average price over a five-day pricing
window unique to that draw and subject to a 9-month lock-up by the purchaser. The Company retains full control over whether, when, and
how much to draw. Capital is accessed in step with execution, not ahead of it.
The agreement is structured to align the parties’
long-term goals and to protect existing shareholders of the Company. Accordingly, shares issued under the Agreement are subject to a 9-month
lock-up period, and LucentHash / Data Part Capital is contractually prohibited from short-selling or otherwise hedging ZSQR common stock.
“Z Squared is moving into a significant
AI infrastructure opportunity from a position of strength, with virtually no debt on the balance sheet,” said David Halabu, Chief
Executive Officer of Z Squared. “We believe this agreement strengthens that position with flexible equity capital that can be matched
to acquisitions and site-level conversion milestones without adding leverage. We intend to move quickly, but with discipline, as we build
toward our Phase 1 objective.”
Z Squared enters this financing with its Phase
1 strategy already in motion. The Company has signed a binding letter of intent to acquire Skycore Digital, which currently owns three
active North Carolina sites powered by Duke Energy, providing up to 42 megawatts of total potential capacity (of which 18 megawatts is
presently available under existing Duke Energy Letters of Authorization) — the first step toward our 100 MW Phase 1 goal. The Company
is actively evaluating additional opportunities on the same criteria applied to Skycore: energized, grid-connected sites where conversion
to AI-ready capacity can be executed on the timeline customers actually need, without the multi-year delays associated with greenfield
development.
About Z Squared Inc.
Z Squared, Inc. (Nasdaq: ZSQR) is a computing
infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company's strategy is built on
three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that
capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying
conversion capital site by site, against signed contracts and operational readiness. Z Squared listed on the Nasdaq Global Market in April
2026.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may be identified by
words such as "believes," "expects," "intends," "plans," "anticipates," "aims,"
"goal," "objective," "potential," "estimates," "projects," "may," "should,"
"will," "would," "could," and similar expressions, although not all forward-looking statements contain such
identifying words. Forward-looking statements in this press release include, without limitation, statements regarding: the Company’s
plans and ability to draw on the Agreement and the timing and amounts of any draws thereunder; the anticipated use of proceeds from draws
to fund acquisitions and site-level conversion capital; the proposed acquisition of Skycore Digital, including the anticipated capacity,
conversion timeline, and strategic fit of those sites; the Company’s Phase 1 strategy and its objective of 100 megawatts of AI-ready
capacity across multiple U.S. sites; the Company’s evaluation of additional acquisition targets; the Company’s ability to
convert acquired sites to AI-ready colocation capacity and attract customers therefor; expected benefits to existing shareholders from
the lockup and no-hedging provisions of the agreement; and any other statements regarding the Company’s future operations, financial
condition, growth prospects, or strategic plans.
These forward-looking statements are based on
management's current expectations and assumptions and are subject to significant risks, uncertainties, and other factors, many of which
are outside the Company's control, that could cause actual results to differ materially from those expressed or implied. Such risks and
uncertainties include, among others: the Company’s ability to satisfy all conditions required to make draws under the forward purchase
agreement and to access capital thereunder on acceptable terms or at all, the Company's ability to achieve its Phase 1 100 MW objective
on the contemplated timeline, or at all, including the risk that acquisitions, joint ventures, financing, conversion capital deployment,
customer contracting, or site development do not progress as anticipated; the Company's ability to execute its acquire-and-convert strategy,
including its ability to identify suitable energized sites, structure transactions on acceptable terms, and convert acquired sites to
AI-ready capacity on the truncated timelines management contemplates; the Company's ability to negotiate and execute definitive transaction
documentation for the Skycore Digital acquisition, satisfy or obtain waivers of conditions to closing, finance the transaction, and consummate
the acquisition on the timeline contemplated by the binding letter of intent or at all; the Company's ability to realize the anticipated
benefits of the proposed Skycore Digital transaction, including the projected megawatt capacity and the conversion of the 18 MW available
under existing Duke Energy Letters of Authorization into operational capacity; the Company's ability to execute its post-listing business
strategy and to integrate operations and personnel following the recently completed business combination; the Company's ability to develop
the technical, operational, financial, and commercial capabilities required to participate in the AI infrastructure, data center, and
high-performance compute hosting markets, none of which currently generate revenue for the Company; whether expected demand from NeoCloud
operators and other AI infrastructure customers for production inference capacity materializes on the timeline or in the magnitude management
anticipates; the Company's current dependence on cryptocurrency mining and the volatility of cryptocurrency markets, mining economics,
network difficulty, and digital asset values, including with respect to Dogecoin; changes in power costs, energy regulation, grid conditions,
interconnection queue dynamics, curtailment programs, and seasonal electricity rate fluctuations; the availability, pricing, and technological
obsolescence of mining and computing hardware; the Company's ability to maintain and expand its facility footprint and respond to localized
regulatory shifts or grid instability; the continued service of the Company's senior management, including its Chief Executive Officer;
competition in the computing infrastructure, cryptocurrency mining, AI infrastructure, and digital asset industries; market, economic,
and capital-markets conditions, including the Company's ability to access additional capital on acceptable terms; and regulatory developments
affecting cryptocurrency mining, digital assets, power consumption, and data-center operations. Additional risks and uncertainties are
described under the heading "Risk Factors" in the Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 30, 2026 reporting the closing of the business combination, the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2026, and the Company's subsequent filings with the Securities and Exchange Commission, each of which is available at
www.sec.gov.
Except as required by law, the Company undertakes
no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press
release, whether as a result of new information, future events, or otherwise.
Investor Relations Contact: ZSQR@mzgroup.us
