{"url_path":"/sec/zsqr/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001683168-26-004560-index.html","accession_number":"0001683168-26-004560","cik":"0001759186","ticker":"ZSQR","issuer_name":"Z Squared Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001683168-26-004560-index.html","primary_entity_key":"0001759186","primary_entity_name":"Z Squared Inc."},"word_count":908,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn May 29, 2026, Z Squared Inc. (the “Company”) entered\ninto a Committed Equity Forward Purchase Agreement (the “Purchase Agreement”) with LucentHash / Data Part Capital, a trading\nname of Translucent Matter Inc., a British Virgin Islands company (the “Purchaser”). The Purchase Agreement allows the Company,\nin 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\n$0.0001 per share (the “Common Stock”), from time to time over the commitment period described below, subject to the terms\nand conditions set forth in the Purchase Agreement.\n\n \n\nThe shares issued to the Purchaser under the Purchase Agreement are\nrestricted securities and are subject to a contractual lock-up of nine months from the issuance date of each tranche. During the period\nfrom the date of the Purchase Agreement through 18 months following the final settlement of all shares issued thereunder, the Purchaser\nis prohibited from engaging in short sales or other hedging transactions with respect to the Common Stock.\n\n \n\nThe Company may access the commitment by delivering draw notices to\nthe Purchaser, each of which constitutes a separate and independent forward purchase initiated at the Company’s election. Each draw\nmust 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\ntime, with a minimum of 14 calendar days required between successive draw notices. The purchase price for the shares sold in each draw\nis 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period unique to that draw.\nThe Company retains sole control over whether, when, and in what amount to draw, and is under no obligation to draw any amount.\n\n \n\nDraws are subject to an initial floor price of $5.00 per share. Any\npricing-period day on which the Common Stock closes below the then-applicable floor price is excluded from the calculation of the volume-weighted\naverage price, and a draw is canceled in its entirety if all five pricing-period days close below the floor price, in each case unless\nthe Purchaser waives the floor price for that draw. Following three consecutive draws canceled at the floor, the Purchaser may elect to\nreset the floor price downward, subject to an absolute floor of $3.00 per share, or to terminate the Purchase Agreement, in each case\nas more fully described in the Purchase Agreement.\n\n \n\nAs partial consideration for the Purchaser’s commitment, the\nCompany will pay a commitment fee of $500,000, equal to 1% of the total commitment, payable in five equal installments of $100,000 in\nshares of Common Stock at each of the first five draw closings, with the number of shares for each installment determined by reference\nto the closing price of the Common Stock on the trading day immediately preceding the applicable draw notice date. If fewer than five\ndraws are made, any unpaid installments are forfeited.\n\n \n\nThe aggregate number of shares of Common Stock issuable to the Purchaser\nunder the Purchase Agreement, including commitment fee shares and any shares issuable upon exercise of warrants issued under the Purchase\nAgreement, may not exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement\n(the “Exchange Cap”), unless and until the Company obtains shareholder approval for issuances in excess of the Exchange Cap\nin accordance with the applicable rules of the Nasdaq Stock Market, including Nasdaq Listing Rule 5635(d). The Company has agreed to include\na proposal for such shareholder approval in the proxy statement for its next annual meeting of shareholders. In addition, the Purchaser\nis not entitled to receive shares to the extent that the issuance would cause the Purchaser and its affiliates collectively to beneficially\nown more than 19.99% of the Company’s then-outstanding Common Stock.\n\n \n\nThe commitment period is 18 months from the closing date, subject to\none mutual 12-month extension. The Company may terminate the Purchase Agreement at any time upon 30 days’ prior written notice,\nwith no termination fee, provided no draw is then pending, and may terminate immediately after the twelfth month if the Common Stock trades\nabove $15.00 per share for 20 consecutive trading days. The Purchase Agreement automatically terminates if the Common Stock trades above\n$24.00 per share for 30 consecutive trading days. The Purchaser may terminate upon an uncured event of default or following three consecutive\nfloor-canceled draws.\n\n \n\nIn connection with the Purchase Agreement, the Company granted the\nPurchaser registration rights with respect to the shares issued thereunder, including a demand registration right exercisable beginning\non the nine-month anniversary of the closing date.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nThe shares of Common Stock to be issued under the Purchase Agreement\nwill be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended\n(the “Securities Act”), and Regulation D thereunder. The Purchaser has represented that it is an “accredited investor”\nas 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\nto distribution.\n\n \n\nThe foregoing description of the Purchase Agreement does not purport\nto 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\n10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}