Z Squared Inc.

Up to 41,584,562 Shares of Common Stock

 

This prospectus relates to the offer and resale from time to time by the selling securityholders named in this prospectus (collectively, the "Selling Securityholders") of up to 41,584,562 shares ("Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Z Squared Inc., a Delaware corporation ("we," "us," "our," or the "Company"). The shares of Common Stock offered by the Selling Securityholders are issued and outstanding as of the date of this prospectus and consist of 41,584,562 shares, including shares received by the former members of BSG Series CM, LLC in connection with, and following, the business combination described under "Prospectus Summary — The Business Combination" (the "Business Combination"), and shares issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D thereunder. See "Selling Securityholders" for additional information regarding the Selling Securityholders. Substantially all of the Shares offered hereby remain subject to the lock-up and leak-out restrictions described under "Prospectus Summary — The Business Combination," which restrict the timing, volume, and price of resales and expire on October 27, 2027, subject to earlier termination.

 

We are registering the shares for resale by the Selling Securityholders from time to time. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders.

 

The Selling Securityholders may sell, under this prospectus, up to 41,584,562 shares of our Common Stock, constituting approximately 80.85% of our outstanding shares of Common Stock as of June 8, 2026. Sales of a substantial number of shares of our Common Stock in the public market by the Selling Securityholders, or the perception that those sales might occur, could increase the volatility of, and cause a significant decline in, the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.