As filed with the U.S. Securities and Exchange Commission on June 9, 2026

Registration No. 333-[__]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Z Squared Inc.

(Exact name of registrant as specified in its charter)

550 South Andrews Ave., Suite 700

Fort Lauderdale, Florida 33301

(954) 400-9994

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Halabu, Chief Executive Officer

Z Squared Inc.

550 South Andrews Ave., Suite 700

Fort Lauderdale, Florida 33301

(954) 400-9994

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to Section 8(a) of the Securities Act, may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED June 9, 2026

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.

All of the securities offered in this prospectus by the Selling Securityholders may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our Common Stock. Substantially all of the Shares offered by this prospectus were received by the former members of BSG Series CM, LLC ("BSG") and remain subject to contractual lock-up and leak-out restrictions. Subject to limited exceptions, those restrictions prohibit resales unless the volume-weighted average price of our Common Stock over the preceding 10 trading days exceeds $16.00 per share; limit resales in any calendar month to no more than one-eighteenth (1/18th) of the shares originally received and to no more than 5% of the average daily trading volume of our Common Stock over the preceding 10 trading days; prohibit short sales; and expire on October 27, 2027. All such restrictions terminate early if the closing price of our Common Stock exceeds $35.00 per share for two consecutive trading days. See "Prospectus Summary — The Business Combination" and "Selling Securityholders."

We are registering the resale of the shares covered by this prospectus pursuant to registration rights held by certain of the Selling Securityholders. Our registration of the shares covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares registered for resale.

We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock. The Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of shares of Common Stock. We provide more information about how the Selling Securityholders may sell their shares of Common Stock in the section titled “Plan of Distribution.”

Our Common Stock is listed on the Nasdaq Global Market under the symbol “ZSQR.” On June 8, 2026, the Nasdaq official closing price of our Common Stock was $10.08 per share.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 4 of this prospectus and in the other documents that are incorporated by reference into this prospectus before purchasing any of the shares offered by this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

Unless the context otherwise requires, references in this prospectus to “Z Squared,” “the Company,” “we,” “us” and “our” refer to Z Squared Inc., a Delaware corporation, and our subsidiaries, including Z Squared OpCo Inc. (formerly Z Squared Inc., a Wyoming corporation) (“OpCo”). When describing historical events or financial information relating to periods prior to the closing of the business combination described under “Prospectus Summary — The Business Combination” (the “Business Combination”), such terms refer to OpCo as the accounting acquirer. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”), under which the Selling Securityholders may, from time to time, sell the securities described in this prospectus in one or more offerings or otherwise as described under “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of our common stock, par value $0.0001 per share (the “Common Stock”), by the Selling Securityholders.

You should rely only on the information contained in this prospectus, any supplement to this prospectus, in any free writing prospectus filed with the SEC, and the documents incorporated by reference herein. Neither we nor the Selling Securityholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses prepared by us or on our behalf and filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of our Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under sections titled “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

For investors outside of the United States: Neither we nor the Selling Securityholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus, and any prospectus supplement, post-effective amendment or any free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of such prospectus outside the United States.

All trademarks, trade names and service marks appearing in this prospectus or the documents incorporated by reference herein are the property of their respective owners. Use or display by us of other parties’ trademarks, trade dress or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of, us by the trademark or trade dress owner.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement, of which this prospectus forms a part, contains forward-looking statements. All statements other than statements of historical fact contained herein, including statements regarding our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies are forward-looking statements. Words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “guides,” “intends,” “is confident that,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and their opposites and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

RISK FACTORS

You should carefully review and consider the following risk factors and all other information contained in this prospectus and in the documents incorporated herein by reference, including the financial statements and related notes, in evaluating an investment in our Common Stock. In particular, you should consider the risk factors and other information set forth in our Current Report on Form 8-K filed with the SEC on April 30, 2026, as amended, which contains a description of our business and risk factors relating to the combined company following the Business Combination, and in our subsequent filings with the SEC, each of which is incorporated by reference into this prospectus. The risks discussed below and in the documents incorporated by reference are not the only risks we face, and may not prove to be exhaustive; they are based on certain assumptions made by us that later may prove to be incorrect or incomplete. Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also materially and adversely affect our business, financial condition, results of operations, or cash flows. If any of these risks actually occurs, the trading price of our Common Stock could decline, and you could lose all or part of your investment.

Risks Related to This Offering

We will not receive any proceeds from the resale of shares of Common Stock by the Selling Securityholders.

All of the Shares offered under this prospectus are being offered by the Selling Securityholders for their own account. We are not selling any Shares under this prospectus and will not receive any proceeds from the resale of Shares by the Selling Securityholders. See “Use of Proceeds.”

The resale of a substantial number of Shares by the Selling Securityholders, or the perception that such resales may occur, could cause the market price of our Common Stock to decline.

This prospectus registers the resale of up to 41,584,562 Shares, representing approximately 80.85% of our outstanding Common Stock as of June 8, 2026. The number of Shares being registered for resale is significant in relation to the number of shares of our Common Stock held by our non-affiliates and the historical trading volume of our Common Stock. The resale of these Shares into the public market, or the perception that such resales may occur, could cause the market price of our Common Stock to decline significantly and could impair our ability to raise capital through future sales of equity securities.

The Shares are subject to contractual lock-up and leak-out restrictions, and the expiration or termination of those restrictions could result in a significant number of shares becoming available for sale.

The Shares distributed by BSG to its members are subject to the lock-up and leak-out restrictions under the AFSA, which, subject to specified exceptions, limit the timing and volume of resales and prohibit sales below specified price thresholds. See “The Business Combination — Related Transactions.” These restrictions are scheduled to remain in effect through approximately October 27, 2027 and may terminate earlier if the closing price of our Common Stock exceeds $35.00 per share for two consecutive trading days. Upon the expiration or termination of these restrictions, a substantial number of additional Shares would become available for sale in the public market, which could cause the market price of our Common Stock to decline.

Risks Related to Our Financial Condition and Going Concern

There is substantial doubt about our ability to continue as a going concern.

The report of our independent registered public accounting firm, Stephano Slack LLC, on the audited financial statements of OpCo, our accounting acquirer and predecessor for financial reporting purposes, as of and for the years ended December 31, 2025 and 2024, contains an explanatory paragraph expressing substantial doubt about the ability to continue as a going concern. Because the Business Combination is accounted for as a reverse merger with OpCo as the accounting acquirer, OpCo's financial statements are our historical financial statements for periods prior to the Business Combination. OpCo was a development-stage enterprise that had not commenced principal operations or generated revenue prior to the Business Combination; as of December 31, 2025 it had an accumulated deficit of approximately $443 and, for the year then ended, incurred a net loss of approximately $323. As of March 31, 2026, we had an accumulated deficit of approximately $113,870,346 and, for the three months ended March 31, 2026, we incurred a net loss of approximately $4,020,896. These conditions raise substantial doubt about our ability to continue as a going concern. Following the Business Combination and our acquisition of the mining fleet, we will require substantial additional capital to fund the deployment and operation of our fleet, and there can be no assurance that such financing will be available on acceptable terms. A failure to obtain sufficient capital could require us to reduce or cease operations. For the combined company's financial position and results of operations giving effect to the Business Combination, see the unaudited pro forma condensed combined financial information incorporated by reference herein.

We will require substantial additional funding to finance our operations and growth.

We are an early-stage company with a limited history of generating revenue. We believe that we will need to raise substantial additional capital to fund our continuing operations, fund hardware deployment, and execute our digital infrastructure strategy. Our ability to raise additional capital may be adversely impacted by our going concern status, our limited operating history, the volatility of cryptocurrency markets, and general economic and capital markets conditions. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back, or discontinue our operations or other initiatives.

Risks Related to Our Operations

We are an early-stage company with limited operating history as a computing infrastructure or digital asset mining company.

OpCo was incorporated in Wyoming in December 2022 and has a limited history of digital asset mining operations. We have not yet demonstrated the ability to operate our mining hardware fleet at scale, achieve profitability, or execute our broader computing infrastructure strategy. Our management team has limited experience in the digital asset mining and computing infrastructure industries.

The prices of Dogecoin and Litecoin are highly volatile, and a sustained decline in cryptocurrency prices could make our mining operations unprofitable.

Our mining revenues are denominated in DOGE and LTC, which we intend to convert to fiat currency or stablecoins promptly after receipt. Our breakeven DOGE price is estimated at approximately $0.13 per DOGE (accounting for LTC revenue credit under network conditions prevailing during April 18–27, 2026) and approximately $0.15 per DOGE on a DOGE-only basis. As of June 8, 2026, the most recent practicable date prior to the date of this prospectus, DOGE was trading at approximately $0.085 per DOGE, which was below our estimated breakeven. If DOGE and LTC prices remain below our breakeven for an extended period, we may not be able to fund operations or continue as a going concern.

We are dependent on third-party mining pools for block reward distribution.

We intend to operate within mining pools managed by third-party operators, including pools such as EMCD, Antpool, and ViaBTC, though we have not finalized all pool arrangements. Pool fees are currently estimated at up to approximately 4% of gross mining revenue. If a mining pool charges higher fees, changes its reward methodology, or fails to properly credit our contributed hash rate, our revenues could be adversely affected.

Increases in Dogecoin and Litecoin network hash rate and mining difficulty may reduce our share of block rewards.

The Dogecoin and Litecoin networks automatically adjust mining difficulty to maintain target block times. If additional miners join the networks, network difficulty will increase, reducing our expected block rewards for the same amount of hash rate. We have no control over network difficulty.

We are entirely dependent on the Minting Dome Master Services Agreement (“MSA”) for our hosting, power, and operational infrastructure.

All of our digital asset mining operations are hosted under the MSA with Minting Dome. Minting Dome is the exclusive provider of hosting services, electrical power at $0.088 per kWh, and operational infrastructure across all of our operating facilities. If the MSA is terminated, not renewed, or if Minting Dome is unable or unwilling to perform its obligations, we would lose access to our entire operating infrastructure.

Our ASIC mining hardware may become economically obsolete, and we may be unable to fund hardware replacements.

New-generation Scrypt miners are regularly introduced to the market, and as more efficient machines are deployed by competitors, our fleet’s proportional contribution to block rewards may decline. We may need to replace or upgrade our fleet, which requires substantial capital expenditure that we may not be able to fund.

The Z Squared Asset Value used to determine merger consideration assumed L9 machine performance; actual fleet performance differs.

The Z Squared Asset Value of approximately $660,300,000, used as the basis for determining the merger consideration, reflecting an approximately 85%/15% split, was calculated on the assumption that all 9,800 machines in the fleet perform at or near the level of Bitmain Antminer L9 units. The actual fleet consists predominantly of L7 units that have been overclocked and firmware-optimized to approach near-L9 performance levels. If these optimization methods do not achieve the assumed performance or degrade over time, the actual economic value of the fleet may be materially lower than the $660,300,000 valuation.

Our digital assets held in custody with Anchorage Digital are not guaranteed or insured by any government program.

Digital assets held in custody with Anchorage Digital Bank, National Association are not guaranteed by Anchorage Digital and are not subject to FDIC or SIPC insurance protections. Anchorage Digital maintains an aggregate $100 million commercial crime insurance policy covering all of its clients collectively; in the event of a large-scale loss event, the $100 million aggregate may be insufficient to fully compensate us.

Our strategy to expand into AI and high-density compute infrastructure is at an early stage and may not be successful.

We have publicly announced our intention to evaluate and develop AI and high-density compute infrastructure businesses. These markets are highly competitive and rapidly evolving. We have no operating history in AI infrastructure, and there can be no assurance that we will be able to identify suitable opportunities, fund the necessary capital expenditures, attract customers, or generate profitable returns.

Risks Related to BSG Series CM and Related Party Concentration

BSG, our former principal stockholder, is a named defendant in SEC enforcement proceedings.

BSG, the entity from which we acquired our mining hardware fleet, beneficially owned approximately 80.73% of our outstanding Common Stock immediately following the closing of the Business Combination. BSG is currently a defendant in Securities and Exchange Commission v. David Feingold, et al., Case No. 1:25-cv-20436-DPG (S.D. Fla.). BSG is subject to regulatory monitoring and oversight pursuant to court orders issued in connection with that litigation. Our contractual and prior significant-ownership relationship with BSG may expose us to regulatory inquiries, demands from third parties, and reputational harm. If the lock-up or leak-out obligations applicable to BSG’s former members are modified or overridden by court orders, those Shares could become available for resale in a manner that adversely affects our stock price.

BSG distributed its entire stake to its members on April 30, 2026; our largest holders are now BSG’s former members.

On April 30, 2026, BSG completed a pro rata distribution, for no consideration, of all 41,521,276 shares of our Common Stock it held — approximately 80.73% of our outstanding Common Stock immediately following the Business Combination — to its members in accordance with their respective membership interests. Following the distribution, BSG no longer beneficially owns any shares of our Common Stock and has ceased reporting under Section 13(d), as reported in BSG’s Amendment No. 1 to Schedule 13D filed May 15, 2026. The Shares are now held directly by BSG’s former members, in each case subject to the lock-up and leak-out restrictions under the AFSA, which by their terms apply to all transferees of BSG. The SEC enforcement proceedings against BSG and David Feingold (SEC v. Feingold, No. 1:25-cv-20436-DPG (S.D. Fla.)) remain ongoing, and court orders in that action could affect the Shares now held by BSG’s former members.

The resale of Shares by BSG’s former members or other Selling Securityholders may cause the market price of our Common Stock to decline significantly.

BSG acquired its shares in exchange for the contribution of our mining hardware fleet, rather than for cash. As a result, BSG’s former members and other transferees may have an effective cost basis substantially below recent market prices of our Common Stock, and may realize a positive return on the Shares even if the market price of our Common Stock is significantly below the price at which public investors purchased their shares. The availability of a large number of Shares for resale may suppress our stock price even before any actual sales occur.

Risks Related to Regulation and Legal Proceedings

Cryptocurrency mining is subject to evolving and uncertain regulatory treatment in the United States and internationally.

The legal and regulatory treatment of cryptocurrency mining is evolving rapidly. U.S. federal and state agencies, including the SEC, CFTC, FinCEN, IRS, and state banking and energy regulators, continue to develop their approaches to cryptocurrency and blockchain businesses. Regulation imposing taxes, restrictions, money services registration, AML/KYC obligations, or environmental requirements, or actions rendering DOGE or LTC a “security” subject to SEC registration requirements, could adversely affect our ability to operate.

The BSG Series CM enforcement proceedings could result in adverse court orders affecting our capital structure.

The SEC enforcement action against BSG Series CM and related defendants (SEC v. David Feingold, et al., Case No. 1:25-cv-20436-DPG) is ongoing. We cannot predict whether any court orders will restrict or modify the terms on which BSG’s former members may hold or dispose of our Common Stock, or require disgorgement of proceeds from any sales.

Risks Related to the SkyCore Digital Acquisition

Our proposed acquisition of SkyCore may not close on the expected timeline or at all.

On April 28, 2026, we entered into a binding letter of intent to acquire SkyCore. The acquisition is subject to definitive documentation, customary due diligence, financing, and other conditions. There is no assurance that the acquisition will be consummated.

The proposed SkyCore acquisition is expected to be financed with Series B Preferred Stock, the terms of which have not been finalized.

We expect to finance the proposed SkyCore acquisition in part through a Series B preferred stock financing. The Series B Convertible Preferred Stock is expected to bear a dividend payable in cash or in kind at our election and to be convertible into our Common Stock, with definitive terms — including stated value, dividend rate, conversion price, redemption, and any holder put rights — to be set forth in the Series B certificate of designation when filed. If the Series B financing is not consummated on acceptable terms, we may not be able to fund the SkyCore acquisition.

Risks Related to Our Securities and Listing

Our Common Stock may be delisted from the Nasdaq Global Market if we fail to maintain listing standards.

We are an early-stage company with significant accumulated deficits, and we cannot assure you that we will be able to maintain compliance with all applicable Nasdaq listing standards. Delisting would reduce the trading market for our Common Stock and limit our ability to raise capital through equity offerings.

Our outstanding Warrants have exercise prices substantially above the recent trading price of our Common Stock, and there is no public trading market for our Warrants.

As of the date of this prospectus, we have outstanding (i) 375,000 Public Warrants exercisable in the aggregate for 187,500 shares of Common Stock at an exercise price of $230.00 per share, each Public Warrant being exercisable for one-half of one share of Common Stock; (ii) 187,500 Private Placement Warrants exercisable in the aggregate for 187,500 shares of Common Stock at an exercise price of $230.00 per share; and (iii) other Warrants exercisable in the aggregate for up to 570,105 shares of Common Stock at exercise prices ranging from $12.00 to $296.80 per share (with a weighted average exercise price of approximately $31.71 per share) and expiration dates ranging from May 2026 through January 2030. Exercise prices and underlying share counts described in the foregoing clauses (i) and (ii) reflect the 20-for-1 reverse stock split effected by our predecessor, Coeptis Therapeutics Holdings, Inc., on December 31, 2024. Pursuant to the Merger Agreement, each Warrant outstanding immediately prior to the closing of the Business Combination on April 24, 2026 remained outstanding in accordance with its terms immediately following the closing.

The exercise prices of substantially all of our outstanding Warrants are significantly above recent trading prices of our Common Stock. Accordingly, our Warrants are unlikely to be exercised in the foreseeable future absent a significant increase in the trading price of our Common Stock, and we cannot assure investors that we will receive any material proceeds from Warrant exercises. In addition, on April 24, 2026, concurrently with the closing of the Business Combination, the Company filed a Form 25 with the SEC to voluntarily withdraw the COEPW Public Warrants from listing on the Nasdaq Stock Market pursuant to Rule 12d2-2 under the Exchange Act. The delisting became effective ten calendar days following such filing, on or about May 4, 2026, and deregistration of the COEPW Public Warrants under Section 12(b) of the Exchange Act will become effective 90 days following the filing of the Form 25, on or about July 23, 2026. As a result, there is no public trading market for any of our Warrants. Holders of Warrants may have limited liquidity for their Warrant positions other than through cash exercise (subject to the substantially out-of-the-money exercise prices) or, with respect to Private Placement Warrants and certain other Warrants, cashless exercise to the extent permitted by the applicable warrant agreement.

Our management has limited experience operating a public company.

Our executive officers have limited experience managing a company subject to the ongoing reporting and compliance requirements applicable to public companies. These requirements impose significant legal and financial compliance costs and may divert management attention from business operations.

If we fail to maintain effective internal control over financial reporting, our ability to accurately report our financial results may be impaired.

As disclosed in Part I, Item 4 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, we are in the process of integrating accounting, treasury, custody, and operational systems into our internal control framework and expect to make significant changes to our internal control over financial reporting. We may identify material weaknesses or significant deficiencies. Our current principal executive officer and principal financial officer were appointed on or about April 24, 2026 and were not officers of the Company during the historical reporting period.

The GEAR Therapeutics, Inc. retained interest and the CHI option introduce structural uncertainty.

We retained our subsidiary GEAR Therapeutics, Inc. (“GEAR”). In connection with the Business Combination, Coeptis issued 1,000,000 shares of Common Stock to CHI and granted CHI an option to acquire GEAR for its fair market value, exercisable beginning October 24, 2026 for a period of 24 months. The ultimate disposition of GEAR introduces uncertainty into our consolidated balance sheet and earnings.

USE OF PROCEEDS

We will not receive any proceeds from the resale of shares of Common Stock by the Selling Securityholders pursuant to this prospectus. All of the Shares offered under this prospectus are being offered by the Selling Securityholders for their own account, and we will not receive any of the proceeds from such resales.

The Selling Securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by them in disposing of their Shares, and we will bear all other costs, fees, and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our Common Stock and we do not currently intend to pay any cash dividends on our Common Stock in the foreseeable future. We expect to retain all available funds and future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our Common Stock will be at the discretion of our board of directors and will depend on, among other factors, the terms of any outstanding preferred stock, our results of operations, financial condition, capital requirements, and contractual restrictions.

DETERMINATION OF OFFERING PRICE

We cannot currently determine the price or prices at which shares of Common Stock may be sold by the Selling Securityholders under this prospectus. The Selling Securityholders may sell all or a portion of their Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices. See “Plan of Distribution.”

SELLING SECURITYHOLDERS

This prospectus relates to the resale from time to time by the Selling Securityholders of up to 41,584,562 Shares. The Shares were issued and are outstanding as of the date of this prospectus and consist of shares received by the Selling Securityholders in connection with, and following, the Business Combination, including shares distributed by BSG to its former members. We are registering the Shares to permit the Selling Securityholders to offer them for resale from time to time. See “Plan of Distribution.”

The following table sets forth, with respect to each Selling Securityholder, (i) the number of shares of Common Stock beneficially owned prior to this offering, (ii) the maximum number of Shares that may be offered for resale by the Selling Securityholder under this prospectus, and (iii) the number of shares of Common Stock to be beneficially owned by the Selling Securityholder assuming the sale of all of the Shares offered hereby. The information in the table is based on information supplied to us by or on behalf of the Selling Securityholders and is current as of the date of the respective information was submitted to us by such Selling Securityholders.

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, and includes shares of Common Stock with respect to which a Selling Securityholder has sole or shared voting or investment power. The percentages of beneficial ownership are based on 51,431,493 shares of Common Stock outstanding as of June 8, 2026. The fourth and fifth columns assume the sale of all of the Shares offered by each Selling Securityholder pursuant to this prospectus, although each Selling Securityholder may sell some, all, or none of its Shares. We do not know how long the Selling Securityholders will hold the Shares before selling them, and, except as described in the footnotes to the table or elsewhere in this prospectus, we currently have no agreements, arrangements, or understandings with the Selling Securityholders regarding the sale of any of the Shares.

Substantially all of the Shares offered by the Selling Securityholders were received by the former members of BSG in the pro rata distribution described under "Prospectus Summary — The Business Combination" and remain subject to the lock-up and leak-out restrictions under the AFSA. Those restrictions, subject to limited exceptions, prohibit resales unless the volume-weighted average price of our Common Stock over the preceding 10 trading days exceeds $16.00 per share; permit resales in any calendar month of no more than one-eighteenth (1/18th) of the Shares originally received by such holder and no more than 5% of the average daily trading volume of our Common Stock over the preceding 10 trading days; prohibit short sales of our Common Stock; and remain in effect through October 27, 2027, subject to earlier termination if the closing price of our Common Stock exceeds $35.00 per share for two consecutive trading days. The number of Shares any Selling Securityholder may sell in any period may therefore be substantially less than the number of Shares registered for resale on its behalf under this prospectus. The shares of our Common Stock offered by the Selling Securityholders were originally issued to BSG in the Business Combination in a transaction registered under the Securities Act on Form S-4 (File No. 333-288329), and were distributed by BSG to its members. We are registering the resale of those shares under this prospectus.

Except as set forth in the footnotes to the table below or as otherwise disclosed in this prospectus, none of the Selling Securityholders has held any position or office with, or has otherwise had any material relationship with, us or any of our predecessors or affiliates within the past three years, other than as a holder of our securities. The Shares offered hereby remain subject to the lock-up and leak-out restrictions described under “The Business Combination — Related Transactions” to the extent applicable to the holder thereof. Unless otherwise indicated, the business address of each of the selling stockholders listed below is C/O BSG Series CM LLC 211 Main Street, Greenville, SC 29601.