As filed with the U.S. Securities and Exchange Commission on June 926, 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)

Delaware		6199		98-1465952
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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:

Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07712

(732) 755-0146

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: ☐

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒	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 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 TO COMPLETION, DATED ~~June~~JUNE 926, 2026

Z Squared Inc.

Up to 41100,~~584,562~~000 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the selling ~~securityholders~~securityholder named in this prospectus (~~collectively,~~ the “Selling ~~Securityholders~~ Securityholder”) of up to 41 100,~~584,562~~000 shares (the “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~~issuable ~~Stock~~upon ~~offered by~~ the ~~Selling~~exercise ~~Securityholders~~of ~~are issued and~~ outstanding aswarrants ofto ~~the~~purchase ~~date~~shares of ~~this~~Common ~~prospectus and consist of 41~~Stock,~~584,562~~ ~~shares,~~at ~~including~~an ~~shares~~exercise ~~received~~price ~~by the former members~~ of ~~BSG~~$12.00 ~~Series~~per ~~CM,~~share ~~LLC in connection with, and following,~~ (the ~~business combination described under~~ “~~Prospectus Summary — The Business Combination~~Warrants” ~~(the “Business Combination”~~), ~~and~~held ~~shares~~by ~~issued in private placements exempt from registration under Section 4(a)(2) of~~ the ~~Securities~~Selling ~~Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder~~Securityholder. See “Selling ~~Securityholders~~ Securityholder” for additional information regarding the Selling ~~Securityholders~~Securityholder. 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~~Shares for resale by the Selling ~~Securityholders~~ Securityholder 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~~Securityholder. We may receive up to $1,200,000 upon exercise of the option by the Selling Securityholder.

The Selling ~~Securityholders~~Securityholder may sell, under this prospectus, up to 41 100,~~584,562~~000 shares of our Common Stock, constituting approximately 800.8519% of our outstanding shares of Common Stock as of June 826, 2026~~. Sales~~ of(after agiving ~~substantial~~effect ~~number~~to ofthe ~~shares~~exercise of ~~our~~the ~~Common~~Warrants ~~Stock~~ in ~~the~~full). ~~public~~The ~~market~~resale of bythese Shares into the ~~Selling~~public ~~Securityholders~~market, or the perception that ~~those~~ ~~sales~~such ~~might~~resales may occur, could ~~increase the volatility of, and~~ cause ~~a significant decline in,~~ the market price of our Common Stock to decline and could impair our ability to raise capital through ~~the~~future ~~sale~~sales of ~~additional~~ equity securities.

All of the ~~securities~~Shares offered in this prospectus by the Selling ~~Securityholders~~ Securityholder 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~~Shares 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~~Shares. Our registration of the ~~shares~~Shares ~~covered by this prospectus~~ does not mean that the Selling ~~Securityholders~~Securityholder will offer or sell any of the ~~shares~~Shares registered for resale.

WeThe Selling Securityholder will bear all costs, expenses and fees in connection with the registration of the ~~shares~~Shares and all commissions and discounts, if any, attributable to its sales of ~~Common~~the ~~Stock~~Shares.. The Selling ~~Securityholders~~Securityholder may offer, sell or distribute all or a portion of ~~their~~the ~~shares~~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~~ about how the Selling ~~Securityholders~~Securityholder may sell ~~their~~the ~~shares~~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 825, 2026, the Nasdaq official closing price of our Common Stock was $1012.0820 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	ii	ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	~~iii~~	iii
PROSPECTUS SUMMARY	1	1
THE OFFERING	3	3
RISK FACTORS	4	4
USE OF PROCEEDS	8	8
DIVIDEND POLICY	9	9
DETERMINATION OF OFFERING PRICE	10	10
SELLING SECURITYHOLDERS	11
SELLING SECURITYHOLDER		11
PLAN OF DISTRIBUTION	62	12
DESCRIPTION OF SECURITIES	63	14
LEGAL MATTERS	64	15
EXPERTS	64	15
WHERE YOU CAN FIND MORE INFORMATION	64	15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	65	16

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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~~Securityholder 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~~Securityholder.

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~~Securityholder 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~~ Securityholder 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~~ Securityholder 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.

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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:

●

our ability to continue as a going concern and to obtain the financing necessary to fund our operations and growth strategy;

●

our need to raise additional capital, which may not be available on acceptable terms or at all, including under our $50 million committed equity facility;

●

volatility in the prices of Dogecoin, Litecoin, and other digital assets, and in the price of our Common Stock, due to changes in the capital markets, our industry, or our capital structure;

●

our ability to operate our digital asset mining infrastructure profitably, including in periods in which prevailing Dogecoin prices are below our estimated breakeven level, and the effect of changes in network difficulty, hash rate, and energy costs on our mining output and margins;

●

the anticipated performance and useful life of our ASIC mining hardware fleet, the assumptions underlying the valuation of that fleet, and our plans for hardware upgrades or replacement;

●

our ability to execute our strategy to expand into AI, high-density compute, data center, and power generation infrastructure, including our “acquire-and-convert” strategy and our publicly announced goal of developing approximately 100 MW of AI-ready inference capacity over an approximately 18-month period;

● our ability to execute on our acquisition strategy and integrate acquired businesses and assets successfully, including the proposed acquisition of SkyCore Digital LLC (“SkyCore”) and our proposed acquisition of a majority membership interest in Paradox Data LLC (“Paradox”), and to consummate the related financing;

●

our dependence on Minting Dome Inc. (“Minting Dome”) as our sole provider of hosting, power, and infrastructure services under our master services agreement, and the effect of any change in, or termination of, that arrangement;

●

risks relating to the custody of our digital assets, including our reliance on third-party custodians;

●

our ability to remediate the material weakness in our internal control over financial reporting and to maintain effective internal control and disclosure controls and procedures;

●

our ability to retain key personnel and effectively manage growth;

● the effect of future sales of our Common Stock ~~by the Selling Securityholders~~, including ~~the~~sales ~~former~~by ~~members of BSG Series CM, LLC,~~ the ~~lock-up~~Selling ~~and leak-out restrictions to which those shares are subject~~Securityholder, and any effect on us of the pending SEC enforcement action to which our former principal stockholder is a party;

●

risks associated with the digital asset mining and computing infrastructure industries, including competition, cyclicality, technological change, and concentration;

●

the impact of economic conditions, inflation, and interest rate trends on our operations;

●

the regulatory environment applicable to cryptocurrency mining, computing infrastructure, and power generation in the United States;

●

potential disruptions due to cybersecurity incidents or system failures;

●

risks associated with legal proceedings and compliance obligations;

●

our ability to maintain the listing of our Common Stock on the Nasdaq Global Market; and

●

other risks and uncertainties described in this prospectus, including those under the section entitled “Risk Factors.”

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.

iii

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PROSPECTUS SUMMARY

This summary highlights certain information from this prospectus and the documents incorporated herein by reference. It does not contain all of the information you should consider before investing. You should read this entire prospectus carefully, including “Risk Factors” and the financial statements and related notes incorporated herein by reference.

Z Squared Inc.

Z Squared Inc. (“Z Squared,” the “Company,” “we,” “us,” or “our”) is a computing and digital infrastructure company. Our current operations consist primarily of digital asset mining focused on the generation of Dogecoin (DOGE) and Litecoin (LTC) through merged mining using Scrypt-algorithm ASIC hardware, conducted across six mining facilities located in North Carolina, South Carolina, and Iowa.

We are pursuing a strategic expansion of our business beyond digital asset mining and into artificial intelligence (AI) and high-density compute (HPC) infrastructure, data center development, and power generation. As the initial phase of this strategy, we have publicly announced a goal of developing approximately 100 MW of AI-ready inference capacity over an approximately 18-month period, which we intend to pursue principally through an “acquire-and-convert” strategy of acquiring existing sites and power and infrastructure assets and converting or developing them to support AI, HPC, and data center operations. We have limited or no operating history in these expansion business lines, and there can be no assurance that we will implement this strategy successfully or at all, or that it will achieve the results we anticipate.

Following the completion of the business combination described below (the “Business Combination”) on April 24, 2026, Coeptis Therapeutics Holdings, Inc. (“Coeptis”) changed its corporate name to Z Squared Inc. on April 27, 2026, and our Common Stock began trading on the Nasdaq Global Market under the symbol “ZSQR” on April 27, 2026 (previously trading under the symbol “COEP”). Our principal executive offices are located at 550 South Andrews Ave., Suite 700, Fort Lauderdale, Florida 33301; telephone: (954) 400-9994.

Our mining hardware fleet consists of 9,800 operational ASIC miners, including 8,228 Bitmain Antminer L7 units, 849 Bitmain Antminer L9 units, and 723 ElphaPex DG1+ units, which we acquired from BSG Series CM, LLC, a South Carolina limited liability company (“BSG”), at the closing of the Business Combination on April 24, 2026.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, and we expect to require substantial additional capital to fund the deployment and operation of our mining fleet. See "“Risk Factors — Risks Related to Our Financial Condition and Going Concern."”

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THE BUSINESS COMBINATION

The Merger Agreement and the Merger. On April 25, 2025, Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”), CP Merger Sub, Inc., a Wyoming corporation and wholly-owned direct subsidiary of Coeptis (“Merger Sub”), and Z Squared Inc., a Wyoming corporation, entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, on April 24, 2026 (the “Closing Date”), Merger Sub merged with and into the Wyoming Z Squared entity, which survived as a wholly-owned subsidiary of Coeptis and, pursuant to the articles of merger, changed its name to Z Squared OpCo Inc. (“OpCo”) (the “Business Combination”). On April 27, 2026, Coeptis amended its certificate of incorporation to change its corporate name to Z Squared Inc. (the post-Business Combination public parent company, referred to herein as the “Company,” “we,” “us,” or “our”), and on the same date the trading symbol for our Common Stock on the Nasdaq Global Market changed from “COEP” to “ZSQR.”

Merger Consideration. At the effective time of the Business Combination (the “Effective Time”), the former stockholders of OpCo received, in the aggregate, 43,877,497 shares of our Common Stock, representing the “Applicable Percentage” (as defined in the Merger Agreement) of our issued and outstanding Common Stock, calculated on a fully-diluted basis as provided in the Merger Agreement. The Business Combination was intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

Shares Outstanding. Following the Effective Time, we had 51,431,493 shares of Common Stock issued and outstanding.

Smaller Reporting Company Status

We are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may take advantage of certain scaled disclosure requirements available to smaller reporting companies for so long as (i) the market value of our voting and non-voting common equity held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenues are less than $100 million and such market value is less than $700 million.

Accounting Treatment. The Business Combination is accounted for as a reverse merger under U.S. GAAP (ASC 805-40), with OpCo treated as the accounting acquirer for financial reporting purposes. Accordingly, the historical financial statements of OpCo, rather than those of Coeptis, are the historical financial statements of the Company for periods prior to the Business Combination, and our consolidated financial statements following the Business Combination reflect the assets, liabilities, and operations of OpCo, together with the operations of the combined company from the Closing Date. The audited financial statements and related management'’s discussion and analysis of OpCo, and the unaudited pro forma condensed combined financial information giving effect to the Business Combination, are incorporated by reference herein from our Current Report on Form 8-K/A. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 reflects Coeptis on a standalone, pre-Business Combination basis and does not consolidate OpCo. As a result of the issuance of our Common Stock in the Business Combination, a change of control of the Company occurred on the Closing Date.

For a more complete description of the Business Combination, our corporate history, and our business operations, see “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”

Related Transactions — The Asset Contribution and the BSG Distribution. In connection with the Business Combination, BSG Series CM, LLC, a South Carolina limited liability company (“BSG”), contributed to OpCo a fleet of 9,800 ASIC miners pursuant to the Amended and Restated Asset-For-Share Exchange Agreement, dated June 24, 2025, between BSG Series CM, LLC and Z Squared Inc., as amended by the First Amendment to the Amended and Restated Asset-For-Share Exchange Agreement, dated February 10, 2026, as further amended by the Second Amendment to the Amended and Restated Asset-For-Share Exchange Agreement, between BSG Series CM, LLC and Z Squared Inc. dated April 23, 2026 (the “AFSA”) in exchange for shares of OpCo common stock. The AFSA ascribed a value of $660,300,000 to the contributed fleet (the “Z Squared Asset Value”). Upon consummation of the Business Combination, the OpCo shares held by BSG were converted into shares of our Common Stock, and immediately following the Closing, BSG held 41,521,276 shares of our Common Stock, representing approximately 80.73% of our then-outstanding Common Stock. The issuance of the shares of our Common Stock to BSG in connection with the Business Combination was registered under the Securities Act on the Company'’s Registration Statement on Form S-4 (File No. 333-288329). ~~The shares of our Common Stock offered for resale under~~ ~~this prospectus were subsequently distributed by BSG to its members and are being registered for resale because they are not otherwise freely tradable in the hands of the Selling Securityholders.~~ On April 30, 2026, BSG distributed all of its shares of our Common Stock, pro rata and for no consideration, to its members, following which BSG ceased to beneficially own any shares of our Common Stock and filed Amendment No. 1 to its Schedule 13D on or about May 15, 2026 reflecting the disposition. The shares of our Common Stock distributed by BSG, ~~including certain of the shares being registered for resale under this prospectus,~~ remain subject to the contractual lock-up and leak-out restrictions set forth in the AFSA. Those restrictions generally provide that, subject to specified exceptions: (i) no sales may be made unless the volume-weighted average price of our Common Stock over the preceding 10 trading days exceeds $16.00 per share; (ii) for the 18-month period beginning April 27, 2026, a holder may sell in any calendar month no more than one-eighteenth (1/18th) of the total shares it received; (iii) sales in any calendar month may not exceed 5% of the average daily trading volume of our Common Stock over the preceding 10 trading days; (iv) no short sales of our Common Stock are permitted; and (v) the restrictions terminate if the closing price of our Common Stock exceeds $35.00 per share for two consecutive trading days. See “Selling ~~Securityholders~~Securityholder” and “Risk Factors.”

The Spin-Out. On April 15, 2026, in connection with the Business Combination, Coeptis reorganized substantially all of the assets and liabilities of its legacy biopharmaceutical operations (other than its interest in GEAR Therapeutics, Inc. (“GEAR”)) into a newly formed, wholly-owned subsidiary, Coeptis Holdings, Inc. (“CHI”), in exchange for 100% of the equity interests in CHI. Immediately prior to the consummation of the Business Combination, Coeptis declared and effected a one-for-one pro rata distribution of its equity interests in CHI to Coeptis stockholders of record as of January 2, 2026 (the “Spin-Out”). As a result of the Spin-Out, the legacy biopharmaceutical operations are held by CHI and do not form part of our consolidated business following the Business Combination.

GEAR Therapeutics. We retained our subsidiary GEAR following the Business Combination. In consideration for that retention, Coeptis issued 1,000,000 shares of Common Stock to CHI and granted CHI an option to acquire GEAR at its fair market value at the time of exercise. The option becomes exercisable on October 24, 2026 and remains exercisable for 24 months thereafter, with the exercise price payable, at CHI’s election, in cash, in shares of our Common Stock, or a combination thereof.

Board of Directors and Management. On the Closing Date, all directors and executive officers of Coeptis serving prior to the Effective Time resigned, and the directors designated by OpCo were appointed to our board of directors effective upon consummation of the Business Combination. David Halabu was appointed Chief Executive Officer and Brian Cogley was appointed Chief Financial Officer, and Ryan Schadel was appointed Chief Marketing Officer effective April 27, 2026. Our board of directors currently consists of four members: David Halabu, Adam Sohn, Bryan Fuerst, and Kenneth Cooper.

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THE OFFERING

Shares of Common Stock offered by the Selling Securityholders		Up to 41,584,562 shares of Common Stock.
Shares of Common Stock offered by the Selling Securityholder		Up to 100,000 shares of Common Stock issuable upon exercise of the Warrants.
Shares of Common Stock outstanding prior to this offering		51,~~431~~474,~~493~~007 shares of Common Stock.
Shares of Common Stock outstanding after this offering		51,~~431~~574,~~493~~007 shares of Common Stock., ~~The~~assuming ~~shares offered by~~ the ~~Selling~~exercise ~~Securityholders~~in ~~pursuant~~full toof ~~this~~the ~~prospectus~~Warrants ~~are~~for ~~already issued and outstanding, and their resale will not increase~~ the ~~number~~Shares ofregistered ~~shares~~under ofthis ~~our Common Stock outstanding~~prospectus.
Terms of the Offering		~~Each~~The Selling Securityholder will determine when and how it will dispose of any ~~shares~~Shares ~~of Common Stock~~ registered under this prospectus for resale.
Lock-Up and Leak-Out Restrictions		Substantially all of the Shares were received by the former members of BSG and remain subject to contractual lock-up and leak-out restrictions that limit the timing, price, and volume of resales, prohibit short sales, and expire on October 27, 2027, subject to earlier termination. See "Prospectus Summary — The Business Combination."
Use of Proceeds		We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of Common Stock issuable upon exercise of the Warrants by the Selling Securityholder pursuant to this prospectus. See “Use of Proceeds.”
Use of Proceeds		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 pursuant to this prospectus. See “Use of Proceeds.”
Risk Factors		Investing in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus, and the other information included in or incorporated by reference into this prospectus, for a discussion of factors that you should consider carefully before buying our securities.
Trading Symbol		Our Common Stock is listed on the Nasdaq Global Market under the symbol “ZSQR.”

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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~~the ~~of Common~~Shares ~~Stock~~ by the Selling ~~Securityholders~~Securityholder.

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

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

This prospectus registers the resale of up to 41100,~~584,562~~000 Shares issuable upon exercise of the Warrants, representing approximately 800.8519% of our outstanding Common Stock as of June 826, 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~~ 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.

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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.

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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.

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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.

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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~~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.

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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 the Paradox Acquisition

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

On June 18, 2026, we entered into a binding letter of intent to acquire a majority membership interest in Paradox Data LLC (“Paradox”),. The acquisition is subject to the negotiation and execution of definitive transaction documentation, completion of our due diligence, the vesting in Paradox of specified technology, land, and operational power capacity, the receipt of required consents and approvals, any approval of our stockholders required under applicable Nasdaq listing rules, and other customary closing conditions, and is subject to a drop-dead date of July 31, 2026. There is no assurance that the acquisition will be consummated on the terms described or at all.

The Paradox acquisition consideration consists of a newly designated Series D Convertible Preferred Stock, the terms of which have not been finalized.

The consideration for the Paradox acquisition would consist solely of shares of a newly designated Series D Convertible Preferred Stock having an aggregate initial liquidation preference of $5,000,000, with no cash consideration and no debt financing. The Series D Convertible Preferred Stock is expected to be convertible into our Common Stock, with definitive terms — including stated value, dividend rate, conversion price, redemption, voting, and liquidation rights — to be set forth in a certificate of designation to be filed with the Secretary of State of the State of Delaware at or prior to the closing of the acquisition. The conversion of the Series D Convertible Preferred Stock into Common Stock would be dilutive to holders of our Common Stock, and the issuance of the Series D Convertible Preferred Stock and the shares of Common Stock issuable upon its conversion may require the approval of our stockholders under applicable Nasdaq listing rules. The Series D Convertible Preferred Stock would be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

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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~~543,~~105~~619 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.

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USE OF PROCEEDS

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

The Selling ~~Securityholders~~Securityholder will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by ~~them~~it in disposing of ~~their~~its 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.

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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.

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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~~Securityholder under this prospectus. The Selling ~~Securityholders~~Securityholder may sell all or a portion of ~~their~~ its 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.”

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SELLING SECURITYHOLDERS

This prospectus relates to the resale from time to time by the Selling ~~Securityholders~~ Securityholder of up to 41100,~~584,562~~000 Shares. ~~The~~issuable ~~Shares~~upon ~~were~~exercise ~~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~~Warrants. We are registering the Shares to permit the Selling ~~Securityholders~~Securityholder to offer them for resale from time to time. ~~See “Plan of Distribution.”~~

The following table sets forth, with respect to ~~each~~the 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~~resale 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~~ Securityholder and is current as of the date of the respective information was submitted to us by such Selling ~~Securityholders~~Securityholder.

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~~474,~~493~~ 007 shares of Common Stock outstanding as of June 826, 2026. The fourth and fifth columns assume the sale of all of the Shares offered by the ~~each~~ Selling Securityholder pursuant to this prospectus, although ~~each~~ the Selling Securityholder may sell some, all, or none of its Shares. We do not know how long the Selling ~~Securityholders~~Securityholder 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~~ Securityholder regarding the sale of any of the Shares.

~~Substantially all of the Shares offered by the Selling Securityholders~~Except ~~were~~as ~~received~~set byforth ~~the former members of BSG~~ in the ~~pro~~footnotes ~~rata distribution described under "Prospectus Summary — The Business Combination" and remain subject~~ to the ~~lock-up~~table ~~and~~below ~~leak-out~~or ~~restrictions~~as ~~under~~otherwise ~~the~~disclosed ~~AFSA.~~in ~~Those~~this ~~restrictions~~prospectus, ~~subject to limited exceptions, prohibit resales unless~~ the ~~volume-weighted~~Selling ~~average~~Securityholder ~~price~~has ofnot ~~our Common Stock over the preceding 10 trading days exceeds $16.00 per share;~~held ~~permit resales in~~ any ~~calendar~~position ~~month~~or ofoffice nowith, ~~more~~or ~~than~~otherwise ~~one-eighteenth~~had ~~(1/18th)~~any ofmaterial ~~the~~relationship ~~Shares~~with, ~~originally~~us ~~received~~or byany ~~such holder and no more than 5%~~ of ~~the average daily trading volume of~~ our ~~Common~~predecessors ~~Stock~~or ~~over~~affiliates ~~the~~within ~~preceding 10 trading days; prohibit short sales of our Common~~the ~~Stock;~~past ~~and~~three ~~remain in effect through October 27~~years, ~~2027,~~other ~~subject~~than toas ~~earlier~~a ~~termination~~holder ~~if the closing price~~ of our ~~Common~~securities ~~Stock~~and ~~exceeds $35.00~~as ~~per~~described ~~share~~in ~~for~~footnote ~~two~~(1) ~~consecutive trading days~~below. ~~The~~Unless ~~number~~otherwise ofindicated, ~~Shares~~the ~~any Selling Securityholder may sell in any period may therefore~~business beaddress ~~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~~Securityholder ~~were~~is ~~originally~~407 ~~issued~~Lincoln toRoad, ~~BSG~~Suite in8G, ~~the~~Miami ~~Business Combination in a transaction registered under the Securities Act on Form S-4 (File No. 333-288329)~~Beach, ~~and~~FL ~~were distributed by BSG to its members~~33139. ~~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.

Number of Shares of
Common Stock
Owned Prior to
Offering

Maximum
Number of
Shares of
Common
Stock to be Offered
Pursuant
to this

Number of Shares
of Common Stock
Owned After
Offering⁽²⁾

Name of Selling Stockholder

Number

Percent

Prospectus

Number

Percent

Deere Park Capital LLC ⁽¹⁾

—

100,000

—

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1	3D SPARK INVESTMENTS LLC(1)		3,773		*		3,773		—		—
2	A. CAVEGN, INC(2)		37,728		*		37,728		—		—
3	AAKIF AHMAD		1,509		*		1,509		—		—
4	AEK FUND IV LLC(428)		31,440		*		31,440		—		—
5	AARON JOHNSON		9,432		*		9,432		—		—
6	AARVI CAPITAL LLC(3)		6,288		*		6,288		—		—
7	AASTHA SHARMA		31,440		*		31,440		—		—
8	AAYU HEALTH LLC(4)		37,728		*		37,728		—		—
9	ABBAS H LAXMIDHAR		3,144		*		3,144		—		—
10	ABDUL QUADIR(5)		2,358		*		2,358		—		—
11	ABHI ENTERPRISES INC(6)		188,642		*		188,642		—		—
12	ABJ INVESTMENTS		18,864		*		18,864		—		—
13	ABRAHAM M BEYDA		23,580		*		23,580		—		—
14	ABRAHAM STERN		9,432		*		9,432		—		—
15	ADAM ALMONTASER		12,576		*		12,576		—		—
16	ADAM OFFMAN		100,609		*		100,609		—		—
17	ADAMS CAPITAL HOLDINGS LLC(7)		9,432		*		9,432		—		—

(1)

Douglas Gerrard holds voting and dispositive power over the shares held by Deere Park Capital LLC, which is a registered broker-dealer. Deere Park Capital LLC acquired the Warrants underlying the Shares as compensation for investment banking services provided to the Company.

(2)

Assumes the sale of all shares being offered pursuant to this prospectus.

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		Shares of Common Stock Beneficially Owned Prior to the Offering					Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent			Prospectus		Number		Percent
18	ADARSH REDDY KANCHARLA TOD SANTOSHI LATTUPALLY		18,864		*			18,864		—		—
19	ADDISON GIANNINI		18,864		*			18,864		—		—
20	ADITYA CHOPRA		91,177		*			91,177		—		—
21	ADITYA JAIN		1,886		*			1,886		—		—
22	AERIAL NICOLE PAGANO		9,432		*			9,432		—		—
23	AHMAD NAZEM		36,156		*			36,156		—		—
24	AHMED JAHANGEER TOD HUMAIRA JAHANGEER		17,135		*			17,135		—		—
25	AIC HOLDINGS LLC		7,074		*			7,074		—		—
26	AIDEN HASSETT		2,901		*			2,901		—		—
27	AIMEE ELIZABETH SMITH		2,830		*			2,830		—		—
28	AIRLINK DISTRIBUTION INC(8)		18,864		*			18,864		—		—
29	AJAY B. AND AARTHI K. AJMERA TRUST(9)		77,815		*			77,815		—		—
30	AJIT JACOB		6,288		*			6,288		—		—
31	AKASH GOPALDAS SHAH		3,144		*			3,144		—		—
32	AKHIL DAHYA		8,646		*			8,646		—		—
33	AKHIL KUMAR AGARWAL(10)		8,646		*			8,646		—		—
34	AKHIL MORADA		2,219,691		4.3	%		2,219,691		—		—
35	AKSHARDARSHAN CORPORATION		9,432		*			9,432		—		—
36	ALBERT NINO & NINA GRIGOROV		6,288		*			6,288		—		—
37	ALEX CAVEGN		47,161		*			47,161		—		—
38	ALEX PERCHUK		9,432		*			9,432		—		—
39	ALEXANDER & HALEY JOSEPH		14,148		*			14,148		—		—
40	ALEXANDER J SMITH		94		*			94		—		—
41	ALEXANDER ZEDLOVICH		31,440		*			31,440		—		—
42	ALFONSE VAIANO		18,864		*			18,864		—		—
43	ALFRED J CONAN III LIVING TRUST(11)		37,728		*			37,728		—		—
44	THE ALFRED JOSEPH LEHOUILLIER LIVING TRUST(12)		51,877		*			51,877		—		—
45	ALINE MACIEL ESKANDARI		4,716		*			4,716		—		—
46	ALOK VARDYA LIVING TRUST DATED MAY 19TH, 2005(13)		12,576		*			12,576		—		—
47	ALPESH & PAYAL PATEL		11,004		*			11,004		—		—
48	ALPESH K PATEL		17,355		*			17,355		—		—
49	ALTA SIERRA VENTURES LLC(14)		9,432		*			9,432		—		—
50	ALVIN ESKANAZY TRUST(15)		37,728		*			37,728		—		—
51	ALYA CAPITAL LLC(16)		53,449		*			53,449		—		—
52	AMANDA CASTEEL		2,431		*			2,431		—		—
53	AMARDEEP S GREWAL		34,584		*			34,584		—		—
54	AMEE BANKER & NIRAV I BANKER		9,432		*			9,432		—		—
55	AMERITECH GLOBAL VENTURES LLC, MICHAEL DAZZO, MANAGING MEMBER(17)		125,762		*			125,762		—		—
56	AMIR PIYAR ALI		3,773		*			3,773		—		—
57	AMIT JAISWAL		36,482		*			36,482		—		—
58	AMIT KAPOOR		12,576		*			12,576		—		—
59	AMIT PATEL (TX)		9,432		*			9,432		—		—
60	AMIT VASANT PATEL		2,358		*			2,358		—		—
61	AMITABH & MEENU SHARMA		62,881		*			62,881		—		—
62	AMRUTA MANDSAURWALE		7,703		*			7,703		—		—
63	AMRUTBHAI M PATEL & CHANDRIKA A PATEL JT TEN		12,576		*			12,576		—		—
64	AMRUTLAL RANCHHODLAL PATEL		5,030		*			5,030		—		—
65	ANAGHA & JITENDRA KOSHTI		78,601		*			78,601		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
66	ANDRAE STOKES		7,546		*		7,546		—		—
67	ANDREI ZIMILES REVOCABLE LIVING TRUST(18)		31,440		*		31,440		—		—
68	ANDRES FELIPE ORJUELA		4,716		*		4,716		—		—
69	ANDRES REYES TOD CAROLINA R. COLLAZO-GONZALEZ		9,432		*		9,432		—		—
70	ANDREW SPILLUM		14,934		*		14,934		—		—
71	ANDREW WILCOX		14,148		*		14,148		—		—
73	ANIA FLP LTD(19)		9,432		*		9,432		—		—
74	ANIL & BINA BHAKTA		26,331		*		26,331		—		—
75	ANIL MOHAN PATEL & REEMA ANIL PATEL		4,716		*		4,716		—		—
76	ANILKUMAR C. PATEL (SC)		3,144		*		3,144		—		—
77	ANILKUMAR D. PATEL (GA)		12,576		*		12,576		—		—
78	ANILKUMAR MAGANLAL PATEL TOD HINA A PATEL		18,864		*		18,864		—		—
79	ANILKUMAR RAMSINH RANA		4,716		*		4,716		—		—
80	ANIRUDDH ANIL PATEL		9,432		*		9,432		—		—
81	ANITHA DORASWAMY		3,773		*		3,773		—		—
82	ANITHA VENUGOPALJAMUN AND ALAGIRISWAMY SANTHALINGAM		9,432		*		9,432		—		—
83	ANJAN PATEL		6,288		*		6,288		—		—
84	ANKEET YOGEN SHAH		12,576		*		12,576		—		—
85	ANKIT TRIVEDI		25,152		*		25,152		—		—
86	ANKITKUMAR PATEL		4,716		*		4,716		—		—
87	ANKUR GUPTA		9,432		*		9,432		—		—
89	ANNA ANDREYEVNA VORONTSOVA		1,415		*		1,415		—		—
90	ANTHONY & CAROL CAPPELLO		9,432		*		9,432		—		—
91	ANTHONY & LISA COMI		6,288		*		6,288		—		—
92	ANTHONY COMI		40,401		*		40,401		—		—
93	ANTHONY FEZZA & MARIE VARELA		18,864		*		18,864		—		—
94	ANTHONY GRASSO		12,603		*		12,603		—		—
95	ANTHONY JOHN FEZZA JR.		10,375		*		10,375		—		—
96	ANTHONY M. MUSTO GRANTOR RETAINED ANNUITY TRUST C/O PATRICIA THOMAS TRUSTEE		4,008		*		4,008		—		—
97	ANTHONY MUSTO		38,557		*		38,557		—		—
98	ANTHONY SURACI(20)		6,288		*		6,288		—		—
99	ANTONIETTA SPITALIERI		55,492		*		55,492		—		—
100	ANTONIO GIUSEPPE ALAIMO		6,288		*		6,288		—		—
101	ANWAR MASOOD		62,881		*		62,881		—		—
102	AP REINVENTED LLC(21)		48,733		*		48,733		—		—
103	APAK INVESTMENTS		17,292		*		17,292		—		—
104	APOORV KISHORE		6,288		*		6,288		—		—
105	APTI MORADA		30,360		*		30,360		—		—
106	AQEEL SANDHU		14,772		*		14,772		—		—
107	ARGUS CONSULTING GROUP LLC(22)		127,585		*		127,585		—		—
108	ARI WASSERMAN		6,288		*		6,288		—		—
109	ARLINE DANTE		11,004		*		11,004		—		—
110	ARLR REALTY, LLC(23)		6,288		*		6,288		—		—
111	ARMP INVESTMENT LLC(24)		2,358		*		2,358		—		—
112	ARNALDO E VELEZ		9,432		*		9,432		—		—
113	ARPAN PRAVIN PATEL		4,716		*		4,716		—		—
114	ARUP MAITRA TOD VANITA MAITRA		12,576		*		12,576		—		—
115	ARVIND S. & DHARMISTA PATEL		12,891		*		12,891		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
116	ASCEND INVESTMENT MANAGEMENT LLC(25)		9,432		*		9,432		—		—
117	ASHEESH BAJAJ & MONIKA ARORA		25,152		*		25,152		—		—
118	ASHOK J. SHETH		2,830		*		2,830		—		—
119	ASHOK KUMAR PATEL		2,358		*		2,358		—		—
121	ASHOKKUMAR SHAH		11,004		*		11,004		—		—
122	ASHVIN VAGHANI & VIJAY VAGHANI JTTEN		8,546		*		8,546		—		—
124	ASHWINKUMAR S. DAKORIYA(26)		18,078		*		18,078		—		—
125	THE ASIF AWAN LIVING TRUST`(27)		28,296		*		28,296		—		—
126	ASILS HOLDINGS LLC(28)		94,321		*		94,321		—		—
127	ASWIN Z GANDHI & RITA GANDHI JT TEN		6,288		*		6,288		—		—
128	ATIF BASHIR & AYESHA AHMED		9,432		*		9,432		—		—
129	ATUL MAINI		12,576		*		12,576		—		—
130	AUGUSTUS T HALL		86,886		*		86,886		—		—
131	AVINASH REDDY YERABAKA		9,432		*		9,432		—		—
132	AYODHYA YANAMANDRA		22,008		*		22,008		—		—
133	AYUSH HEALTH		4,716		*		4,716		—		—
134	BAILEY ENG TRUST, TRUSTEE WILLIAM ENG(29)		6,288		*		6,288		—		—
135	BAKUL PATEL		36,315		*		36,315		—		—
136	BALBIR BHATTI		17,607		*		17,607		—		—
137	BALMUKUND R PATEL TOD KUMUD B PATEL		56,593		*		56,593		—		—
138	BANDISH RAJESHKUMAR SHAH		2,515		*		2,515		—		—
139	BANKIM J. & NEELA PATEL		37,728		*		37,728		—		—
140	BANSARI & AVINASH PATEL		4,716		*		4,716		—		—
141	BARLETTA FAMILY REVOCABLE TRUST(30)		17,292		*		17,292		—		—
142	BARRY I HERMAN		4,716		*		4,716		—		—
143	BAUER LIVING TRUST(31)		22,951		*		22,951		—		—
144	BAUER LIVING TRUST (HOLDEN BENNETT WORLEY)(32)		1,368		*		1,368		—		—
145	BAUER LIVING TRUST (HOLLAND GRACE WORLEY)(33)		1,368		*		1,368		—		—
146	BAUER LIVING TRUST (HUDSON COLE WORLEY)(34)		1,368		*		1,368		—		—
147	BBC HOSPITALITY GROUP LLC(35)		62,881		*		62,881		—		—
148	BENSIMHON FAMILY TRUST(36)		251,523		*		251,523		—		—
149	BERIS DAVIS		9,432		*		9,432		—		—
150	BERNARD F JASMIN		7,359		*		7,359		—		—
151	BHADRESH S. AND NITA B. JINWALA TOD ISHA AND AARTI JINWALA		59,737		*		59,737		—		—
152	THE BHAKTA FAMILY TRUST(37)		18,864		*		18,864		—		—
153	BHARGAV BAPPUDI		3,144		*		3,144		—		—
154	BHARGAVI MANDIPALLE		28,296		*		28,296		—		—
155	BHASKAR BHAKTA & DHARMISHTHA S. BHAKTA		11,319		*		11,319		—		—
156	BHAVIN & SHITAL PATEL		4,716		*		4,716		—		—
157	BHAVNA BHULA		9,432		*		9,432		—		—
158	BHUMIKA PATEL		14,148		*		14,148		—		—
159	BHUPENDRA RATHOD & ALKA B RATHOD JT TEN		11,444		*		11,444		—		—
160	BHUTADA, SHREYA N. (CUSTODIAL ACCOUNT), KIRAN BHUTADA, CUSTODIAN		9,432		*		9,432		—		—
161	BINA TODI		5,502		*		5,502		—		—
162	BLUE VOLLEY LLC(38)		94,321		*		94,321		—		—
163	BRAD NEWTON		9,432		*		9,432		—		—
164	BRANDON A. JONES		4,716		*		4,716		—		—
165	BRENDA OTT BAUER		9,432		*		9,432		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
166	BRENT ALLARD		14,148		*		14,148		—		—
167	BRENTLY CLAUDE COLLINS		66,025		*		66,025		—		—
168	BRIAN & MELISSA M. JOST		11,004		*		11,004		—		—
169	BRIAN GILLIKIN		81,431		*		81,431		—		—
170	BRIAN H. WEBBER(39)		3,773		*		3,773		—		—
171	BRIAN MANCINI(40)		11,947		*		11,947		—		—
172	BRIJESH D. PATEL & JAYANA B. PATEL		4,716		*		4,716		—		—
173	BRIJESH GAJJAR		4,716		*		4,716		—		—
174	BRIJESH KIRIT PATEL		22,008		*		22,008		—		—
175	BROADSTCP LLC(41)		14,148		*		14,148		—		—
176	BRRISH LLC(42)		5,502		*		5,502		—		—
177	BRYLER LLC(43)		18,864		*		18,864		—		—
178	BSGGH LLC(44)		40,369		*		40,369		—		—
179	BYRON C. & VALERI G. MICKLE		9,432		*		9,432		—		—
180	CALEB EMIL WALKER		9,432		*		9,432		—		—
181	CARL J SMITH TOD ALEXANDER & TREVOR SMITH		93,064		*		93,064		—		—
183	CHAD JERNIGAN		9,432		*		9,432		—		—
184	CHANDRASEKHAR CHERUKUPALLI		12,576		*		12,576		—		—
185	CHANDRIKABEN V. PATEL DECLARATION TRUST		22,008		*		22,008		—		—
186	CHARLES DISALVO		59,968		*		59,968		—		—
187	CHARLES PICCIOTTO & KRISTINA PICCIOTTO JT TEN		11,319		*		11,319		—		—
188	CHARMI DESAI & GAUTAM DESAI JT TEN		20,305		*		20,305		—		—
189	CHASKEL FRANKL		4,716		*		4,716		—		—
190	CHELSEA OUIMET		62,881		*		62,881		—		—
191	CHERUKUPALLI TRUST(45)		25,152		*		25,152		—		—
192	CHETAN V PATEL TOD SNEHA PATEL		44,017		*		44,017		—		—
193	CHHAGANBHAI PATEL & RUXMANI C PATEL JT TEN		6,288		*		6,288		—		—
194	CHHAYA PATEL		14,148		*		14,148		—		—
195	CHINTU & SVATI HIRPARA		14,148		*		14,148		—		—
196	CHIRAG PATEL		1,886		*		1,886		—		—
197	CHLOE L. CHAN		2,515		*		2,515		—		—
198	CHRIS & KAREN VACEK		8,646		*		8,646		—		—
199	CHRISTIAN FRANK COLUCCIO		1,886		*		1,886		—		—
200	CHRISTINE NIELD		13,991		*		13,991		—		—
201	CHRISTOPHER ALTON RAWLINGS		4,716		*		4,716		—		—
202	CHRISTOPHER CALISE(426)		323,836		*		323,836		—		—
203	CHRISTOPHER CAROZZA		12,576		*		12,576		—		—
204	CHRISTOPHER P. SINGLETON		2,358		*		2,358		—		—
205	CHRISTOPHER PAULIUS		943		*		943		—		—
206	CHRISTOPHER WUEST		9,432		*		9,432		—		—
207	CIRO ESPOSITO		4,716		*		4,716		—		—
208	CLAUS MARCUSSEN & LENNA A MARTYAK		7,546		*		7,546		—		—
209	COHEN FAMILY TRUST U/T/D 12/30/2008(46)		12,576		*		12,576		—		—
210	COMMUNITY NATIONAL BANK CUST FBO CELINA 1844 LTD ARASH TIRANDAZ(47)		31,440		*		31,440		—		—
211	COMMUNITY NATIONAL BANK CUST FBO KEITH VAUGHN (ROTH IRA)(48)		6,288		*		6,288		—		—
212	COMMUNITY NATIONAL BANK CUST FBO TIRANDAZ INVESTMENT TRUST DTD 11/09/22(49)		31,440		*		31,440		—		—
213	CONSTANCE LYNCH GARVEY		7,703		*		7,703		—		—
214	COSKUN KARAGOZ		25,152		*		25,152		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
215	COURAGE ATEKHA		31,440		*		31,440		—		—
216	CRAIG LOONEY		6,602		*		6,602		—		—
217	CRAZY HEART, LP(50)		345,844		*		345,844		—		—
218	DAHYABHAI & BHAVNABEN PATEL		15,720		*		15,720		—		—
219	DANA PATRICK MCCRACKEN		6,288		*		6,288		—		—
220	THE DANIEL SOOHOO TRUST(51)		12,576		*		12,576		—		—
221	DANIEL WASSERMAN		6,288		*		6,288		—		—
222	DANIEL WAYNE WEISS		6,288		*		6,288		—		—
223	DANYAL KHAN		22,008		*		22,008		—		—
224	DARJ INVESTMENTS LLC(52)		5,502		*		5,502		—		—
225	DARREN ADLER		9,432		*		9,432		—		—
226	DARSHANA K. & KALPESH RAMU PATEL		9,432		*		9,432		—		—
227	DARSHIT R THAKKAR		4,716		*		4,716		—		—
228	DARSHIT THAKKAR & NEHA RAITHATHA		2,358		*		2,358		—		—
229	DAT ANESTHESIA LLC(53)		4,905		*		4,905		—		—
230	DAVID & ELIZABETH HOUGHTON		9,432		*		9,432		—		—
231	DAVID ALEXANDER NUDELMAN		2,830		*		2,830		—		—
232	DAVID ANTHONY WILSON		4,244		*		4,244		—		—
234	DAVID DESROSIERS ADAMS		29,868		*		29,868		—		—
235	DAVID ISHMAEL ALLY		28,296		*		28,296		—		—
236	DAVID JEFFREY BERMAN		18,864		*		18,864		—		—
237	DAVID MAGES		15,720		*		15,720		—		—
238	DAVID W FUHS		1,996		*		1,996		—		—
239	DAVINE RISK HOLDINGS, LLC(54)		9,432		*		9,432		—		—
240	DAWN STROPOLI		25,152		*		25,152		—		—
241	DEAN GIASI		18,864		*		18,864		—		—
242	DEBERA HUI & ANDREW BARTER VEGHTE TOD AIDAN SAMUEL VEGHTE		4,716		*		4,716		—		—
243	DEBINDER DESHMUKH		4,716		*		4,716		—		—
244	DEBORAH URSINO		7,074		*		7,074		—		—
245	DEENA YOUSSEF		4,716		*		4,716		—		—
246	DEEPIKA REDDY		330,690		*		330,690		—		—
247	DELA LEYBOVICH		7,546		*		7,546		—		—
248	DEMETRIO WILLIAM SMITH TOD JOCELYN THOMPSON		12,576		*		12,576		—		—
250	DENNIS L COSGROVE(55)		6,288		*		6,288		—		—
251	DENNIS L COSGROVE (AXOS CLEARING CUSTODIAN) (IRA)(56)		2,358		*		2,358		—		—
252	DEREK A KAHN		47,161		*		47,161		—		—
253	DERRECK KORBECKI(57)		18,235		*		18,235		—		—
254	DEVAN PROPERTIES, LLC(58)		27,039		*		27,039		—		—
255	DEVARSHI PATEL		149,185		*		149,185		—		—
256	DEVENDRA & PURNA PATEL		4,716		*		4,716		—		—
257	DEVON A GABLE		1,572		*		1,572		—		—
258	DEVOTED FAMILY PRACTICE		11,004		*		11,004		—		—
259	DHARMENDRA D. JINWALA TOD PARUL AND RAJVI JINWALA		94,321		*		94,321		—		—
260	DHARMENDRAKUMAR K. PATEL		317,548		*		317,548		—		—
261	DHARMESH RAMESHBHAI PATEL		6,288		*		6,288		—		—
262	DHARSHUN SHARMA		25,152		*		25,152		—		—
263	DHAVAL DESAI		9,432		*		9,432		—		—
264	DHIREN KUMAR NAYAK TOD VIJITTRA SIRIPONG		42,445		*		42,445		—		—
265	DHIREN PATEL & NILESH PATEL JT TEN		252		*		252		—		—
266	DHIREN PATEL TOD ASITA PATEL		49,519		*		49,519		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
267	DHRUV DHIREN PATEL		4,559		*		4,559		—		—
268	DHRUV PRAKASHBHAI & AYUSHI DHRUV PATEL		4,716		*		4,716		—		—
269	DIAMOND P INC(59)		6,288		*		6,288		—		—
270	DIGANT M NANAVATI		38,987		*		38,987		—		—
271	DIGITAL TRUST FBO CORY SLOVIK SEP IRA(60)		3,301		*		3,301		—		—
272	THE DILDAX COMMUNITY PROPERTY TRUST(61)		34,584		*		34,584		—		—
273	DINA PATEL REVOCABLE LIVING TRUST(62)		50,305		*		50,305		—		—
274	DINESH R PATEL		20,751		*		20,751		—		—
275	DINESHBHA V. PATEL		3,144		*		3,144		—		—
276	DIPAK C. PATEL TOD HEMLATA PATEL		36,156		*		36,156		—		—
277	DIPAK PATEL		9,432		*		9,432		—		—
278	DIPAKKUMAR L PATEL		18,864		*		18,864		—		—
279	DIRECTED IRA TRUST COMPANY FBO DRAE WILSON (IRA)(63)		7,698		*		7,698		—		—
280	DIRECTED IRA TRUST COMPANY FBO NINA GRIGOROV (IRA)(64)		28,296		*		28,296		—		—
281	DIRECTED TRUST COMPANY FBO PANKAJ DESAI (IRA)(65)		37,776		*		37,776		—		—
282	DIRECTED TRUST COMPANY FBO ANDRES REYES GONZALEZ (IRA)(66)		9,432		*		9,432		—		—
283	DIRECTED TRUST COMPANY FBO ADARSH REDDY KANCHARLA (ROTH IRA)(67)		9,432		*		9,432		—		—
284	DIRECTED TRUST COMPANY FBO AJIT JACOB (IRA)(68)		23,580		*		23,580		—		—
285	DIRECTED TRUST COMPANY FBO ALEXANDER JOSEPH SMITH ROTH IRA(69)		252		*		252		—		—
286	DIRECTED TRUST COMPANY FBO ALEXANDER ZEDLOVICH (IRA)(70)		22,186		*		22,186		—		—
287	DIRECTED TRUST COMPANY FBO ALEXANDRA DESILETS (CUSTODIAL ROTH IRA)(71)		755		*		755		—		—
288	DIRECTED TRUST COMPANY FBO ALFRED CONAN III (ROTH IRA)(72)		52,820		*		52,820		—		—
289	DIRECTED TRUST COMPANY FBO AMANDA CASTEEL (IRA)(73)		924		*		924		—		—
290	DIRECTED TRUST COMPANY FBO AMANDA CASTEEL (SEP IRA)(74)		1,533		*		1,533		—		—
291	DIRECTED TRUST COMPANY FBO AMANI WILLIAMS, INDIA SNEED WILLIAMS CUSTODIAN (ROTH IRA)		657		*		657		—		—
292	DIRECTED TRUST COMPANY FBO AMELIE CLERMONT, INDIA SNEED WILLIAMS CUSTODIAN (ROTH IRA)		660		*		660		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
293	DIRECTED TRUST COMPANY FBO AMRUTA MANDSAURWALE (IRA)(75)		1,812		*		1,812		—		—
294	DIRECTED TRUST COMPANY FBO AMY M. PLENGER (ROTH IRA)(76)		4,810		*		4,810		—		—
295	DIRECTED TRUST COMPANY FBO ANDREW SHAPIRO (IRA) (NY)(77)		7,074		*		7,074		—		—
296	DIRECTED TRUST COMPANY FBO ANIL BHAKTA (ROTH)(78)		12,238		*		12,238		—		—
297	DIRECTED TRUST COMPANY FBO ANILKUMAR CHUNILAL PATEL (IRA)(79)		4,493		*		4,493		—		—
298	DIRECTED TRUST COMPANY FBO ANILKUMAR D. PATEL (IRA)(80)		1,371		*		1,371		—		—
299	DIRECTED TRUST COMPANY FBO ANILKUMAR D. PATEL (ROTH IRA)(81)		4,556		*		4,556		—		—
300	DIRECTED TRUST COMPANY FBO ANN MARIE STILLMAN (IRA)(82)		4,716		*		4,716		—		—
301	DIRECTED TRUST COMPANY FBO ANTHONY GRASSO IRA(83)		110,184		*		110,184		—		—
302	DIRECTED TRUST COMPANY FBO APTI MORADA (IRA)(84)		4,427		*		4,427		—		—
303	DIRECTED TRUST COMPANY FBO ARNALDO VELEZ (IRA)(85)		2,294		*		2,294		—		—
304	DIRECTED TRUST COMPANY FBO ARPITA KOHLI (IRA)(86)		4,186		*		4,186		—		—
305	DIRECTED TRUST COMPANY FBO ASHLEY COURTNEY IRA(87)		2,201		*		2,201		—		—
306	DIRECTED TRUST COMPANY FBO ASWIN GANDHI (IRA)(88)		3,144		*		3,144		—		—
307	DIRECTED TRUST COMPANY FBO AWATEF YOUSSEF (IRA)(89)		9,118		*		9,118		—		—
308	DIRECTED TRUST COMPANY FBO BARI A LATTERMAN (IRA)(90)		4,187		*		4,187		—		—
309	DIRECTED TRUST COMPANY FBO BERNARD F JASMIN (IRA)		49,857		*		49,857		—		—
310	DIRECTED TRUST COMPANY FBO BHASKER PATEL IRA(91)		15,972		*		15,972		—		—
311	DIRECTED TRUST COMPANY FBO BIANCA BATTIPAGLIA (IRA)(92)		1,886		*		1,886		—		—
312	DIRECTED TRUST COMPANY FBO BRANCHFLOWER, MICHAEL ROTH IRA(93)		1,658		*		1,658		—		—
313	DIRECTED TRUST COMPANY FBO BRIAN JOST (HSA)(94)		4,716		*		4,716		—		—
314	DIRECTED TRUST COMPANY FBO BRIAN JOST (ROTH IRA)(95)		817		*		817		—		—
315	DIRECTED TRUST COMPANY FBO BRIAN LANNAN (IRA)(96)		7,074		*		7,074		—		—
316	DIRECTED TRUST COMPANY FBO BRUCE GARDNER (IRA)(97)		23,140		*		23,140		—		—
317	DIRECTED TRUST COMPANY FBO BYRON FISCHER (IRA)(98)		1,415		*		1,415		—		—
318	DIRECTED TRUST COMPANY FBO CARL SMITH (SEP IRA)(99)		16,978		*		16,978		—		—
319	DIRECTED TRUST COMPANY FBO CAROLYN STOWE (IRA)(100)		7,074		*		7,074		—		—
320	DIRECTED TRUST COMPANY FBO CASON BEATTY (ROTH IRA)(101)		2,680		*		2,680		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
321	DIRECTED TRUST COMPANY FBO CHANDRASEKHAR CHERUKUPALLI IRA(102)		12,576		*		12,576		—		—
322	DIRECTED TRUST COMPANY FBO COREY C KUHN ROTH IRA		4,716		*		4,716		—		—
323	DIRECTED TRUST COMPANY FBO DAVID ALLY (IRA)(103)		7,388		*		7,388		—		—
324	DIRECTED TRUST COMPANY FBO DAVID TORDJMAN (IRA)(104)		12,084		*		12,084		—		—
325	DIRECTED TRUST COMPANY FBO DENNIS L. WALSINGHAM (IRA)(105)		17,292		*		17,292		—		—
326	DIRECTED TRUST COMPANY FBO DHARMISTA PARBHOO (ROTH IRA)(106)		24,524		*		24,524		—		—
327	DIRECTED TRUST COMPANY FBO DINA PATEL (IRA)(107)		54,816		*		54,816		—		—
328	DIRECTED TRUST COMPANY FBO DINA PATEL (ROTH IRA)(108)		1,712		*		1,712		—		—
329	DIRECTED TRUST COMPANY FBO DONALD JOHNSON (IRA)(109)		14,148		*		14,148		—		—
330	DIRECTED TRUST COMPANY FBO DONALD MANTHE IRA(110)		25,152		*		25,152		—		—
331	DIRECTED TRUST COMPANY FBO DWYNE PHILIPPIN (IRA)(111)		4,167		*		4,167		—		—
332	DIRECTED TRUST COMPANY FBO EDWARD FAAS (IRA)(112)		19,039		*		19,039		—		—
333	DIRECTED TRUST COMPANY FBO EDWARD FAAS (ROTH IRA)(113)		11,558		*		11,558		—		—
334	DIRECTED TRUST COMPANY FBO EDWARD GENERELLI (IRA)(114)		18,678		*		18,678		—		—
335	DIRECTED TRUST COMPANY FBO ELLIOTT, ORVILLE (IRA)(115)		25,152		*		25,152		—		—
336	DIRECTED TRUST COMPANY FBO FREDERICK D. SANDERSON (IRA)		479		*		479		—		—
337	DIRECTED TRUST COMPANY FBO GABRIEL MIGDAL (IRA)(116)		2,358		*		2,358		—		—
338	DIRECTED TRUST COMPANY FBO GAUTAM DESAI (IRA)(117)		4,716		*		4,716		—		—
339	DIRECTED TRUST COMPANY FBO GERALD DOUGHERTY (IRA)(118)		4,103		*		4,103		—		—
340	DIRECTED TRUST COMPANY FBO GURMALA THOMPSON (IRA)(119)		7,411		*		7,411		—		—
341	DIRECTED TRUST COMPANY FBO HASSAN NATHA (ROTH IRA)(120)		15,645		*		15,645		—		—
342	DIRECTED TRUST COMPANY FBO HEMAL PATEL (INH IRA)(121)		15,406		*		15,406		—		—
343	DIRECTED TRUST COMPANY FBO HEMANG PATEL (IRA)(122)		3,274		*		3,274		—		—
344	DIRECTED TRUST COMPANY FBO INDIA SNEED WILLIAMS (SEP IRA)		7,570		*		7,570		—		—
345	DIRECTED TRUST COMPANY FBO ISABELLA DESILETS (CUSTODIAL ROTH IRA)(123)		755		*		755		—		—
346	DIRECTED TRUST COMPANY FBO JALEN WILSON (SEP IRA)(124)		786		*		786		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
347	DIRECTED TRUST COMPANY FBO JAMES MCCAULEY (IRA)(125)		9,432		*		9,432		—		—
348	DIRECTED TRUST COMPANY FBO JAMES O'HALLORAN (IRA)(126)		22,637		*		22,637		—		—
349	DIRECTED TRUST COMPANY FBO JASON BRIGHT (ROTH IRA)(127)		3,959		*		3,959		—		—
350	DIRECTED TRUST COMPANY FBO JASON FURGALA (IRA)(128)		23,580		*		23,580		—		—
351	DIRECTED TRUST COMPANY FBO JEFFREY COULTER (IRA)(129)		1,226		*		1,226		—		—
352	DIRECTED TRUST COMPANY FBO JEFFREY STOWE (IRA)(130)		8,825		*		8,825		—		—
353	DIRECTED TRUST COMPANY FBO JENNIFER SINGLETON (INH IRA)(131)		3,490		*		3,490		—		—
354	DIRECTED TRUST COMPANY FBO JEROME RESKER (IRA)(132)		9,432		*		9,432		—		—
355	DIRECTED TRUST COMPANY FBO JITEN PATEL (IRA)(133)		14,148		*		14,148		—		—
356	DIRECTED TRUST COMPANY FBO JOANN NESS (IRA)		4,716		*		4,716		—		—
357	DIRECTED TRUST COMPANY FBO JOHN AMATO (IRA)(134)		10,753		*		10,753		—		—
358	DIRECTED TRUST COMPANY FBO JOHN STANZIONE (IRA)		18,864		*		18,864		—		—
359	DIRECTED TRUST COMPANY FBO JOLLU, MADDANNA (SEP IRA)(135)		3,627		*		3,627		—		—
360	DIRECTED TRUST COMPANY FBO JONATHAN ROTHSCHILD (INH IRA)(136)		5,188		*		5,188		—		—
361	DIRECTED TRUST COMPANY FBO JOSEPH RIZZUTO IRA(137)		18,338		*		18,338		—		—
362	DIRECTED TRUST COMPANY FBO JOVAN STROOP (IRA)		4,587		*		4,587		—		—
363	DIRECTED TRUST COMPANY FBO JULIANNE JOST (ROTH IRA)(138)		14,163		*		14,163		—		—
364	DIRECTED TRUST COMPANY FBO KALPESHKU SHAH (IRA)		3,647		*		3,647		—		—
365	DIRECTED TRUST COMPANY FBO KAREN VACEK (IRA)(139)		3,144		*		3,144		—		—
366	DIRECTED TRUST COMPANY FBO KARISHMA PATEL (IRA)(140)		1,011		*		1,011		—		—
367	DIRECTED TRUST COMPANY FBO KATHY BRANCHFLOWER (ROTH IRA)(141)		15,406		*		15,406		—		—
368	DIRECTED TRUST COMPANY FBO KATHY PARTSINEVELOS (IRA)(142)		10,491		*		10,491		—		—
369	DIRECTED TRUST COMPANY FBO KEVIN CHAUVETTE (IRA)(143)		738		*		738		—		—
370	DIRECTED TRUST COMPANY FBO KEVIN CHAUVETTE (ROTH IRA)(144)		31,219		*		31,219		—		—
371	DIRECTED TRUST COMPANY FBO KHURRAM SHAHZAD (IRA)(145)		12,576		*		12,576		—		—
372	DIRECTED TRUST COMPANY FBO KREISHER, MOLLY (IRA)(146)		12,576		*		12,576		—		—
373	DIRECTED TRUST COMPANY FBO LAURIE OAKES (IRA)(147)		943		*		943		—		—
374	DIRECTED TRUST COMPANY FBO LIANA TALASKI (IRA)		9,888		*		9,888		—		—
375	DIRECTED TRUST COMPANY FBO LISA SHAPIRO (IRA)(148)		25,475		*		25,475		—		—
376	DIRECTED TRUST COMPANY FBO MAHEK BHARGAVA (ROTH IRA)(149)		1,698		*		1,698		—		—
377	DIRECTED TRUST COMPANY FBO MAITRA, ARUP (IRA)(150)		1,602		*		1,602		—		—
378	DIRECTED TRUST COMPANY FBO MAITRA, VANITA (IRA)(151)		1,586		*		1,586		—		—
379	DIRECTED TRUST COMPANY FBO MAKSIM SHERMAN (ROTH IRA)(152)		4,745		*		4,745		—		—
380	DIRECTED TRUST COMPANY FBO MANAV SURI (HSA)(153)		6,917		*		6,917		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
381	DIRECTED TRUST COMPANY FBO MANISH JAIN (IRA)(154)		47,161		*		47,161		—		—
382	DIRECTED TRUST COMPANY FBO MANISH PATEL (TX) (IRA)(155)		28,296		*		28,296		—		—
383	DIRECTED TRUST COMPANY FBO MANISHA BHARGAVA (ROTH IRA)		1,698		*		1,698		—		—
384	DIRECTED TRUST COMPANY FBO MANISHA U PATEL (IRA)		14,545		*		14,545		—		—
385	DIRECTED TRUST COMPANY FBO MARC ALAIA (ROTH IRA)(156)		9,432		*		9,432		—		—
386	DIRECTED TRUST COMPANY FBO MARK A. DANTE (IRA)(157)		32,855		*		32,855		—		—
387	DIRECTED TRUST COMPANY FBO MEENA HANDA (ROTH IRA)(158)		67,087		*		67,087		—		—
388	DIRECTED TRUST COMPANY FBO MELISSA JOST (ROTH IRA)(159)		817		*		817		—		—
389	DIRECTED TRUST COMPANY FBO MELISSA TROMBLY (IRA)(160)		1,886		*		1,886		—		—
390	DIRECTED TRUST COMPANY FBO MICHAEL MAYO (IRA)(161)		9,432		*		9,432		—		—
391	DIRECTED TRUST COMPANY FBO MICHAEL T. O'SULLIVAN (IRA)(162)		10,438		*		10,438		—		—
392	DIRECTED TRUST COMPANY FBO MORADA, AKHIL IRA(163)		3,774		*		3,774		—		—
393	DIRECTED TRUST COMPANY FBO NARESH PARBHOO (ROTH IRA)(164)		21,128		*		21,128		—		—
394	DIRECTED TRUST COMPANY FBO NEAL M. SHINDEL (IRA)(165)		25,152		*		25,152		—		—
395	DIRECTED TRUST COMPANY FBO NICHOLAS MANCINI IRA(166)		6,288		*		6,288		—		—
396	DIRECTED TRUST COMPANY FBO NICK LATERZA (IRA)(167)		6,288		*		6,288		—		—
397	DIRECTED TRUST COMPANY FBO NICK PLENGER (IRA)		9,432		*		9,432		—		—
398	DIRECTED TRUST COMPANY FBO NIMESH B. PATEL (IRA)(168)		15,343		*		15,343		—		—
399	DIRECTED TRUST COMPANY FBO NIRANJAN PATEL (IRA)(169)		9,432		*		9,432		—		—
400	DIRECTED TRUST COMPANY FBO PARUL ACHARYA (IRA)(170)		1,078		*		1,078		—		—
401	DIRECTED TRUST COMPANY FBO PATEL, HINABEN, A. (IRA)(171)		9,246		*		9,246		—		—
402	DIRECTED TRUST COMPANY FBO PATRICIA GRABILL (IRA)(172)		1,928		*		1,928		—		—
403	DIRECTED TRUST COMPANY FBO PATRICIA GRABILL (ROTH IRA)(173)		3,645		*		3,645		—		—
404	DIRECTED TRUST COMPANY FBO PREETHI GALI (IRA)(174)		13,236		*		13,236		—		—
405	DIRECTED TRUST COMPANY FBO PREETHI GALI (ROTH IRA)(175)		2,804		*		2,804		—		—
406	DIRECTED TRUST COMPANY FBO RACHEL FAAS (IRA)(176)		7,703		*		7,703		—		—
407	DIRECTED TRUST COMPANY FBO RAJANI PUDIPEDDI (SEP IRA)(177)		7,365		*		7,365		—		—
408	DIRECTED TRUST COMPANY FBO RAJESH BHARGAVA (ROTH IRA)(178)		1,949		*		1,949		—		—
409	DIRECTED TRUST COMPANY FBO RAKESH DESAI (IRA)(179)		2,358		*		2,358		—		—
410	DIRECTED TRUST COMPANY FBO RALPH CUOMO (SEP IRA)(180)		4,716		*		4,716		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
411	DIRECTED TRUST COMPANY FBO RAMESH ADIRAJU (IRA)(181)		28,296		*		28,296		—		—
412	DIRECTED TRUST COMPANY FBO RICHARD GRAY (IRA)		25,152		*		25,152		—		—
413	DIRECTED TRUST COMPANY FBO RICHARD WALKER (IRA)(182)		1,764		*		1,764		—		—
414	DIRECTED TRUST COMPANY FBO RISHAD ALIKHAN (IRA)(183)		9,432		*		9,432		—		—
415	DIRECTED TRUST COMPANY FBO ROBERT WALKER (IRA)(184)		8,628		*		8,628		—		—
416	DIRECTED TRUST COMPANY FBO ROSS MILLER (IRA)(185)		4,716		*		4,716		—		—
417	DIRECTED TRUST COMPANY FBO RUTH BECK (ROTH IRA)(186)		13,158		*		13,158		—		—
418	DIRECTED TRUST COMPANY FBO SACHIN KADAM(187)		5,030		*		5,030		—		—
419	DIRECTED TRUST COMPANY FBO SAIVIJAY GALI (IRA)(188)		19,230		*		19,230		—		—
420	DIRECTED TRUST COMPANY FBO SAIVIJAY GALI (ROTH IRA)(189)		2,804		*		2,804		—		—
421	DIRECTED TRUST COMPANY FBO SAPNA KUMARI (IRA)(190)		28,619		*		28,619		—		—
422	DIRECTED TRUST COMPANY FBO SATYEN PATEL (IRA)(191)		14,148		*		14,148		—		—
423	DIRECTED TRUST COMPANY FBO SCHULTZ, NEIL IRA(192)		14,478		*		14,478		—		—
424	DIRECTED TRUST COMPANY FBO SCOTT INZELBUCH (IRA)(193)		1,886		*		1,886		—		—
425	DIRECTED TRUST COMPANY FBO SHARON SWAINBANK (ROTH IRA)(194)		918		*		918		—		—
426	DIRECTED TRUST COMPANY FBO SHELLEY MELROSE (IRA)(195)		6,803		*		6,803		—		—
427	DIRECTED TRUST COMPANY FBO SMITH, TREVOR ROTH IRA		252		*		252		—		—
428	DIRECTED TRUST COMPANY FBO SRAVYA KAVURI (IRA)(196)		1,628		*		1,628		—		—
429	DIRECTED TRUST COMPANY FBO SRIDHAR BHASKARA (SEP IRA)		8,142		*		8,142		—		—
430	DIRECTED TRUST COMPANY FBO STELLA DAVIDI (IRA)(197)		6,964		*		6,964		—		—
431	DIRECTED TRUST COMPANY FBO STEPHEN BENJAMIN (IRA)(198)		25,152		*		25,152		—		—
432	DIRECTED TRUST COMPANY FBO STEVEN SCONZO (IRA)(199)		38,324		*		38,324		—		—
433	DIRECTED TRUST COMPANY FBO SUNIL K. HANDA (ROTH IRA)(200)		85,827		*		85,827		—		—
434	DIRECTED TRUST COMPANY FBO SWATI MALIK (ROTH IRA)(201)		47,161		*		47,161		—		—
435	DIRECTED TRUST COMPANY FBO TED CAPUTO (IRA)(202)		11,180		*		11,180		—		—
436	DIRECTED TRUST COMPANY FBO THOMAS CASTELLANO (IRA)		37,508		*		37,508		—		—
437	DIRECTED TRUST COMPANY FBO THOMAS JONES (IRA)(203)		9,342		*		9,342		—		—
438	DIRECTED TRUST COMPANY FBO THOMAS PETRILLO IRA		10,653		*		10,653		—		—
439	DIRECTED TRUST COMPANY FBO TODD KREISHER (IRA)(204)		36,971		*		36,971		—		—
440	DIRECTED TRUST COMPANY FBO TODD SANDERS (SEP IRA)(205)		18,802		*		18,802		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
441	DIRECTED TRUST COMPANY FBO UMESH B PATEL (IRA)(206)		16,262		*		16,262		—		—
442	DIRECTED TRUST COMPANY FBO VALERIE SEID (IRA)(207)		15,114		*		15,114		—		—
443	DIRECTED TRUST COMPANY FBO VEENISHA PATEL (IRA)(208)		47,161		*		47,161		—		—
444	DIRECTED TRUST COMPANY FBO VIJAY KUMAR GORINTALA SUBBANNA (IRA)(209)		15,091		*		15,091		—		—
445	DIRECTED TRUST COMPANY FBO VINCENT LANTERI (IRA)(210)		100,659		*		100,659		—		—
446	DIRECTED TRUST COMPANY FBO VINOD DADHANIA (IRA)(211)		377		*		377		—		—
447	DIRECTED TRUST COMPANY FBO WESLEY MOORE (IRA)(212)		4,244		*		4,244		—		—
448	DIRECTED TRUST COMPANY FBO WILLIAM FRAZIER (IRA)(213)		23,014		*		23,014		—		—
449	DIVYANGKUMAR D PATEL		4,716		*		4,716		—		—
450	DIXIT LIVING TRUST(214)		18,864		*		18,864		—		—
451	DKMP LLC MGMT(215)		25,938		*		25,938		—		—
452	DL CAPITAL HOLDINGS, LLC(216)		25,152		*		25,152		—		—
453	DMG INVESTMENTS LLC(217)		10,375		*		10,375		—		—
454	DOLLY CHEN		4,716		*		4,716		—		—
455	DOLORES DEPAOLI TRUST(218)		462		*		462		—		—
456	DOMINICK JOHN RASO(219)		6,288		*		6,288		—		—
457	DOMINICK RASO		6,288		*		6,288		—		—
458	DONALD D MANTHE(220)		9,432		*		9,432		—		—
459	DSK INVESTMENTS LLC(221)		47,161		*		47,161		—		—
460	DUSHYANT M PATEL		11,004		*		11,004		—		—
461	DWIGHT DANIEL PECCORA		28,296		*		28,296		—		—
462	DWYNE PHILIPPIN		2,358		*		2,358		—		—
463	E & J LEGACY INVESTMENTS, LLC(222)		18,864		*		18,864		—		—
464	EDDIE R FISCHER REVOCABLE TRUST DTD 1-24-75(223)		59,737		*		59,737		—		—
465	EDINA C ALLEN REVOCABLE LIVING TRUST(224)		23,580		*		23,580		—		—
466	EDLENE ZIMILES		8,175		*		8,175		—		—
467	EDWARD FAAS		47,161		*		47,161		—		—
468	EDWARD JOHN GENERELLI		65,060		*		65,060		—		—
469	EHSAN ABDESHAHIAN		40,873		*		40,873		—		—
470	ELIZABETH ANNE MATTHEWS TOD MEREDITH C. BAUER		9,432		*		9,432		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
471	ELLEN MICHELLE O'HALLORAN		9,432		*		9,432		—		—
472	ELVIS RIZVIC		37,728		*		37,728		—		—
473	ERIC HIMY		62,881		*		62,881		—		—
474	ERIC IZSAK		25,152		*		25,152		—		—
475	ERIC MARTIN		23,580		*		23,580		—		—
476	ERIC SCOTT DELGADO		2,358		*		2,358		—		—
477	ERIC VAN TRUMP(225)		62,881		*		62,881		—		—
478	ERIC W LIEBICH		9,432		*		9,432		—		—
479	ERICK DONCEL		16,978		*		16,978		—		—
480	EVERTON L ARRINDELL(226)		6,288		*		6,288		—		—
481	FARAZ MASOOD KHAN		20,436		*		20,436		—		—
482	FEINGOLD MORGAN SANCHEZ TRUST CUST FOR CHAKRABARTY, MILANKUMAR (IRA)(227)		9,468		*		9,468		—		—
483	FEINGOLD MORGAN SANCHEZ TRUST CUST FOR MANISH M. PATEL (IRA)(228)		2,358		*		2,358		—		—
484	FEINGOLD MORGAN SANCHEZ TRUST CUST FOR RICHARD WALKER (SIMPLE IRA)(229)		7,748		*		7,748		—		—
485	FELICIA NUZZI		16,978		*		16,978		—		—
486	FRANCISCO CUOMO		11,004		*		11,004		—		—
487	FRANCO RENEO		6,288		*		6,288		—		—
488	FRANK J COLASUONNO		9,432		*		9,432		—		—
489	FRANKLIN ABREU		4,716		*		4,716		—		—
490	FREDERICK SANDERSON		350		*		350		—		—
491	FREEDOM FERRY LLC(230)		2,358		*		2,358		—		—
492	FRIEDMAN & SAIYED CPAS LLP(231)		9,432		*		9,432		—		—
493	FRONTAGE GROUP LLC(232)		125,762		*		125,762		—		—
494	FUSION HOLDINGS GROUP(233)		11,004		*		11,004		—		—
495	GABOR MICHAEL RUBANYI TOD EDITH RUBANYI		18,864		*		18,864		—		—
496	GALILEO PROPERTIES LLC(234)		31,440		*		31,440		—		—
497	GANESH AND LAXMI INC(235)		33,012		*		33,012		—		—
498	GARY ALBERT TEPER		7,074		*		7,074		—		—
499	GARY D HEIHN AND DARLENE C HEIHN REVOCABLE TRUST(236)		94,321		*		94,321		—		—
500	GARY MOYERS		35,213		*		35,213		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
501	GAURAV BIPINCHANDRA SHAH		2,358		*		2,358		—		—
502	GC OF FAYETTEVILLE, INC(237)		56,593		*		56,593		—		—
503	GEARY MICHAEL & REBECCA ROSE BUCHANAN		18,864		*		18,864		—		—
504	GEFEN ESTATES, LLC(238)		102,181		*		102,181		—		—
505	GEORGE ANDREW WILSON		6,288		*		6,288		—		—
506	GERALD DOMINIQUE GAINANT		9,432		*		9,432		—		—
507	GERRY LIAM GREALISH		1,886		*		1,886		—		—
508	GINA GRUTER		10,168		*		10,168		—		—
509	GIORGIA D'ANGELO		18,864		*		18,864		—		—
510	GIORGIA D'ANGELO & LUDOVICO D'ANGELO		12,576		*		12,576		—		—
511	GIRISH TRIKHA		6,288		*		6,288		—		—
512	GIRISH TRIVEDI		4,716		*		4,716		—		—
514	GIRNAR LLC(239)		429,476		*		429,476		—		—
515	GITABEN JAGDISHKUMAR PATEL TOD RONNY J. PATEL		3,144		*		3,144		—		—
516	GLENN HECHLER		47,664		*		47,664		—		—
517	GLORIA CARDONA		9,432		*		9,432		—		—
518	GOPIKSRISHNA V. & USHA REDDY VENKATAPURAM		7,074		*		7,074		—		—
519	GREG PAUL BARRA		4,716		*		4,716		—		—
520	GREGG A RUFFALO AND REINIE M RUFFALO JOINT REVOCABLE TRUST(240)		62,881		*		62,881		—		—
521	GREGORY LANE TAYLOR		125,762		*		125,762		—		—
522	GREGORY T HEYEN		4,716		*		4,716		—		—
523	Group10 Holdings, LLC(241)		281,937		*		200,000		81,937		*
524	GSC CAPITAL HOLDINGS LLC(242)		26,410		*		26,410		—		—
525	GURMINDER KAUR SANDHU		6,288		*		6,288		—		—
526	HAARIS S. MIR		47,161		*		47,161		—		—
527	HAESUNG HONG		6,288		*		6,288		—		—
528	HAMID MANGALJI		14,934		*		14,934		—		—
529	HAMISH CHANDOLA		8,803		*		8,803		—		—
530	HANSAL PATEL & KINNARI PATEL JT TEN		9,432		*		9,432		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
531	HARSH PATEL TOD RINKAL PATEL		4,716		*		4,716		—		—
532	HARSHAD D & PURNIMABEN H PATEL		9,432		*		9,432		—		—
533	HARSHAD LAKHANI		23,580		*		23,580		—		—
534	HARSHAL DIGANT NANAVATI		2,358		*		2,358		—		—
535	HARSHAVARDHAN REDDY PATLOLLA		9,904		*		9,904		—		—
536	HARSHIT J PATEL & PRIYANKA J KHANDHAR JT TEN		8,489		*		8,489		—		—
537	HARSHKUMAR PARIKH		12,576		*		12,576		—		—
538	HASAN MAHMOOD IBRAHIM		18,864		*		18,864		—		—
539	HASSAN NATHA		108,627		*		108,627		—		—
540	HEIDI SCANLAN		4,716		*		4,716		—		—
541	HEMAL A KAPADIA		6,288		*		6,288		—		—
542	HEMANG & ARAV PATEL		2,358		*		2,358		—		—
543	HEMANG & ASHKA PATEL		2,358		*		2,358		—		—
544	HEMANG & SHRINAL PATEL		4,716		*		4,716		—		—
545	HEMANT S PATEL (TX)		15,720		*		15,720		—		—
546	HETAL R SHAH		2,358		*		2,358		—		—
547	HIGHGLOW WATCHES LLC(243)		9,432		*		9,432		—		—
548	HILLSIDE PEDIATRICS PC DEFINED BENEFIT PLAN(244)		165,379		*		165,379		—		—
549	HINA CHADHA		70,741		*		70,741		—		—
550	HINABEN A PATEL		15,720		*		15,720		—		—
551	HIRAL R. PAREKH		7,074		*		7,074		—		—
552	HITEN ETHAN & ASHVINA PATEL		4,716		*		4,716		—		—
553	HITESH PATEL & DIPTIBEN SURYAKANT		11,004		*		11,004		—		—
554	HITESH R. & RAVI H. DALAL		9,432		*		9,432		—		—
555	HOLLEH TAJALLI		12,576		*		12,576		—		—
556	THE HOODA FAMILY REVOCABLE TRUST, JAGBIR HOODA TRUSTEE(245)		829		*		829		—		—
557	HRG RISK SOLUTION LLC(246)		56,593		*		56,593		—		—
558	HST HOLDINGS LLC(247)		188,642		*		188,642		—		—
559	ILANA AVIVA IZSAK		25,152		*		25,152		—		—
560	INDIA BURRIK		4,716		*		4,716		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering					Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent			Prospectus		Number		Percent
561	INDRANEIL MUKHERJEE		3,144		*			3,144		—		—
562	INDRAVADAN L BANKER		70,969		*			70,969		—		—
563	INDRAVADAN L PATEL		12,576		*			12,576		—		—
564	INFINITY CAROLINAS INVESTMENT 2 LLC(248)		7,546		*			7,546		—		—
565	INVIKTUS INVESTMENT GROUP(249)		6,288		*			6,288		—		—
566	IREVCAP LLC(250)		86,360		*			86,360		—		—
567	IRTIZA SAMMA		9,432		*			9,432		—		—
568	IZET ZABELAJ(251)		12,576		*			12,576		—		—
569	J FIVE LLC(252)		94,321		*			94,321		—		—
570	JACCC CAPITAL LLC(253)		117,587		*			117,587		—		—
571	JACKSON S LEGGETT TOD KAREN LEGGETT, TANNER LEGGETT & COLBY LEGGETT-BARRATT		14,148		*			14,148		—		—
572	JACLYN M TEXEIRA		84,889		*			84,889		—		—
573	JACOB LANE		4,716		*			4,716		—		—
574	JAGDEEP AND DIPTI DESAI LIVING TRUST		6,288		*			6,288		—		—
575	JAGDEEP I SINGH		4,716		*			4,716		—		—
576	JAGDISHKUMAR M PATEL & GITA PATEL JT TEN		32,855		*			32,855		—		—
577	THE JAIN FAMILY TRUST DATED AUGUST 18, 2020(254)		25,152		*			25,152		—		—
578	JAISON KURIAKOSE JOSE		9,432		*			9,432		—		—
579	JAKE CUOMO		6,288		*			6,288		—		—
580	JALEN JOSEPH DAVID WILSON		29,030		*			29,030		—		—
581	JALPESH R. PATEL		11,004		*			11,004		—		—
582	JAMES & ELLEN O'HALLORAN		25,152		*			25,152		—		—
583	JAMES & EVE WEGLARZ		5,659		*			5,659		—		—
584	JAMES ANDREW HO TOD RICHARD ZHOU		12,576		*			12,576		—		—
585	JAMES B SERAK		9,432		*			9,432		—		—
586	JAMES BRUSH		22,008		*			22,008		—		—
587	JAMES CAFFREY		47,161		*			47,161		—		—
588	JAMES EDWARD WOOD, III TRUST UNDER AGREEMENT DATED FEBRUARY 19, 2015(255)		646,648		1.3	%		646,648		—		—
589	JAMES GILHOLM		4,716		*			4,716		—		—
590	JAMES H. SUL		99,037		*			99,037		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
591	JAMES MATTHEW SUMMERS		9,432		*		9,432		—		—
592	JAMES OLIVER PERRY JR TOD SHEILA PERRY		14,148		*		14,148		—		—
593	JAMES RAMSEY GAGARIN		9,432		*		9,432		—		—
594	JAMES T SMITH		18,864		*		18,864		—		—
596	JANAKKUMAR NANUBHAI & PRAGNYA JANAK DESAI		4,716		*		4,716		—		—
597	JANAKKUMAR NANUBHAI DESAI		4,716		*		4,716		—		—
598	JANKI PATEL TOD PARTH PATEL		2,358		*		2,358		—		—
599	JARRED MITRANO		1,886		*		1,886		—		—
600	JARRED ROBERTSON		4,716		*		4,716		—		—
601	JASON & ERICA DAVID		16,349		*		16,349		—		—
602	JASON & MARY OKULEY		17,292		*		17,292		—		—
604	JASON E. LEONE (IRA) (AXOS CLEARING CUSTODIAN)(256)		30,812		*		30,812		—		—
605	JASON KIRBY		1,137		*		1,137		—		—
606	JASON VALERIO(257)		11,004		*		11,004		—		—
607	JAX & KISS LLC(258)		11,633		*		11,633		—		—
608	JAY A. SHAH(259)		12,576		*		12,576		—		—
609	JAY BHARAT PATEL		2,358		*		2,358		—		—
610	JAY JAMUNA LLC(260)		6,288		*		6,288		—		—
611	JAY K. AND DHARITRI PATEL		1,886		*		1,886		—		—
612	JAY KRISHNAVADAN PATEL		22,008		*		22,008		—		—
613	JAY PANKAJKUMAR DESAI		50,305		*		50,305		—		—
614	JAYASRI SUNKARA		12,576		*		12,576		—		—
616	JAYESH PATEL		9,526		*		9,526		—		—
617	JAYLEN & MANES PATEL(261)		2,358		*		2,358		—		—
618	JAYNISHA ANILKUMAR PATEL		9,432		*		9,432		—		—
619	JD PROINVESTORS LLC(262)		23,580		*		23,580		—		—
620	JD SUMMIT, INC.(263)		12,576		*		12,576		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
621	JEFF ALLEN HEINRICH		472		*		472		—		—
622	JEFFREY & CHRISTINE MONTEMURRO		18,864		*		18,864		—		—
623	JEFFREY ALLARD & ALEXANDRA ALLARD		12,576		*		12,576		—		—
624	JEFFREY C ALLARD		83,626		*		83,626		—		—
625	JEFFREY MESHEL		18,864		*		18,864		—		—
626	JENNIFER A. PADOVANI		2,830		*		2,830		—		—
627	JEROME L FISCHER		34,584		*		34,584		—		—
628	JEROME RESKER & ANN MARIE STILLMAN		9,432		*		9,432		—		—
629	JF KUHN HOLDINGS LLC(264)		18,864		*		18,864		—		—
630	JIGAR PRAJAPATI		5,030		*		5,030		—		—
631	JIGAR SHAH		2,358		*		2,358		—		—
632	JIGER & PINAL SHAH		9,432		*		9,432		—		—
633	JIGNESH ACHARYA		11,161		*		11,161		—		—
634	JIGNESH SHAH FAMILY LP(265)		51,877		*		51,877		—		—
635	JILL ACHSEN FLP LANGOSTIA LLC(266)		21,350		*		21,350		—		—
637	JILL TORNOPSKY		1,886		*		1,886		—		—
638	JIMISHA SHAH		2,358		*		2,358		—		—
639	JIT H. PATEL		40,873		*		40,873		—		—
640	JITEN NARESH PARBHOO		9,432		*		9,432		—		—
641	JITENDRA B PATEL LIVING TRUST DATED SEPTEMBER 4TH, 1997(267)		69,169		*		69,169		—		—
643	JITENDRA B PATEL LIVING TRUST DATED SEPTEMBER 4TH, 1997(429)		69,169		*		69,169		—		—
644	JITENDRA T. & KALPA J. PATEL		53,449		*		53,449		—		—
645	JITENDRABHAI S PATEL		6,288		*		6,288		—		—
646	JITENDRAKUMAR VITHALBHAI OZA		18,864		*		18,864		—		—
647	JITESH PATEL		3,773		*		3,773		—		—
648	JIVRAJ, S. & NARMADA, J. PATEL		17,292		*		17,292		—		—
649	JOANN MAROTTO		47,161		*		47,161		—		—
650	JOANN NESS TOD VICTOR GRIECO JR		8,332		*		8,332		—		—
651	JOEL M DESILETS		180,153		*		180,153		—		—
652	JOHN ABRAHAM		9,432		*		9,432		—		—
653	JOHN ABRAHAM & JINCY EAPEN		6,288		*		6,288		—		—
654	JOHN C. DUNN		22,008		*		22,008		—		—
655	JOHN DAMERON		37,392		*		37,392		—		—
656	JOHN DOUGLAS DILLON		81,745		*		81,745		—		—
657	JOHN E HUGHES		4,716		*		4,716		—		—
658	JOHN FAMILY (MATTHEW & MEREDITH HODSON JOHN) (JWROS)		7,074		*		7,074		—		—
660	JOHN HENRY BOLGER		14,148		*		14,148		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
661	JOHN MICHAEL KENNEY(268)		7,860		*		7,860		—		—
662	JOHN PIKOS		14,148		*		14,148		—		—
665	JONATHAN ANTHONY PAPPAS		33,012		*		33,012		—		—
666	JONATHAN C. CHENG		49,519		*		49,519		—		—
667	JONATHAN HOENIG		28,296		*		28,296		—		—
668	JONATHAN PARKIN & KATARZYNA PEDZIMAZ		61,309		*		61,309		—		—
669	JONATHAN ROBERT REUSCH		9,432		*		9,432		—		—
670	JONATHAN SCRIBNER		9,432		*		9,432		—		—
671	JOON LEE		2,830		*		2,830		—		—
673	JORDAN WINN GRISETA		15,720		*		15,720		—		—
674	JOSEPH & JILL NARDELLI		17,292		*		17,292		—		—
675	JOSEPH & MARIANNE MARITATO		26,724		*		26,724		—		—
676	JOSEPH A. & ANNMARIE K. IACONA JTWROS		56,593		*		56,593		—		—
677	JOSEPH ALAN TEPER		5,848		*		5,848		—		—
678	JOSEPH AYOUB		9,432		*		9,432		—		—
679	JOSEPH BENJAMIN MELECA		2,358		*		2,358		—		—
680	JOSEPH C PICCIOTTO		5,408		*		5,408		—		—
681	JOSEPH CARUSO		4,402		*		4,402		—		—
682	JOSEPH CAVEGN		53,135		*		53,135		—		—
683	JOSEPH HOENIG		12,576		*		12,576		—		—
684	JOSEPH MARITATO		4,716		*		4,716		—		—
685	JOSEPH OBED WILLINGHAM		9,432		*		9,432		—		—
686	JOSEPH RIZZUTO		31,440		*		31,440		—		—
687	JOSH RUBINGER FBO SAM RUBINGER UTMA(269)		1,509		*		1,509		—		—
688	JOSHUA ISAACSON RUBINGER(270)		4,716		*		4,716		—		—
689	JULIANNE F. JOST		1,415		*		1,415		—		—
690	JULIO JOSE DE VARONA		9,410		*		9,410		—		—
691	JUSTIN BARRY SCHUSSHEIM		28,296		*		28,296		—		—
692	JYOTHI KAPARTHI		7,546		*		7,546		—		—
693	JYOTHI S KAVURI		14,148		*		14,148		—		—
694	JYOTI G PRASAD & PRITAM B PRASAD JT TEN		4,716		*		4,716		—		—
695	JYOTI H. PATEL		70,543		*		70,543		—		—
696	JYOTSHNABEN PATEL		3,144		*		3,144		—		—
697	KAIWAL PATEL		12,576		*		12,576		—		—
698	KALPESHKU T SHAH		4,559		*		4,559		—		—
699	KAMAL EQUITY COMPANY LLC(271)		6,288		*		6,288		—		—
700	KAMYAR SHAHEDI		18,864		*		18,864		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
701	KANDASAMYCHETTY & RADHARANI PERUMAL		25,152		*		25,152		—		—
702	KANIZA HOLDINGS, LTD(272)		6,288		*		6,288		—		—
703	KARANDEEP SINGH RANDHAWA(273)		6,288		*		6,288		—		—
704	KAREN ALLISON WOLIN TRUST(274)		5,502		*		5,502		—		—
705	KAREN LYON TOD DEBBIE PELLEGRINO(275)		2,515		*		2,515		—		—
706	KAREN WOLIN TRUST(276)		6,288		*		6,288		—		—
707	KARISHMA PATEL		6,288		*		6,288		—		—
708	KATHLEEN KEMP TOD JOANN BUSCAGLIA		4,716		*		4,716		—		—
710	KAUSHAL B. NANAVATI (CORE4 401K PLAN)(277)		4,716		*		4,716		—		—
712	KEITH ERNEST CANEVA		34,584		*		34,584		—		—
713	KELLEE & GREG BRAUNTZ		11,947		*		11,947		—		—
714	KELLY SHONIKER		9,432		*		9,432		—		—
715	KENNETH BROSSARD & TARA BROSSARD JTTEN		18,864		*		18,864		—		—
716	KENNETH C BRUSH & BETH SALTZMAN		12,576		*		12,576		—		—
717	KENNETH ENG TRUST, TRUSTEE WILLIAM ENG(278)		6,288		*		6,288		—		—
718	KERRY KRAUSE		9,432		*		9,432		—		—
719	KETANKUMAR A PATEL		9,432		*		9,432		—		—
720	KETANKUMAR C MISTRY		18,864		*		18,864		—		—
721	KETANKUMAR H PATEL		3,144		*		3,144		—		—
722	KEVIN & VICTORIA BAKER		6,288		*		6,288		—		—
723	KEVIN DILLON		16,978		*		16,978		—		—
724	KEVIN YOUNG		33,012		*		33,012		—		—
725	KHALID RIZVI		3,773		*		3,773		—		—
726	KHOI HUY DU		4,716		*		4,716		—		—
727	KHURAM SHAHZAD (NY)		4,716		*		4,716		—		—
728	KHURRAM SHAHZAD (FL)		22,008		*		22,008		—		—
729	KHUSBU HARSHAD PATEL		28,296		*		28,296		—		—
730	KHUSHI BHAVESH SHETH		6,131		*		6,131		—		—
731	KIERAN LOUGHRAN, TRUSTEE OF THE PETER LOUGHRAN IRREVOCABLE TRUST D.T.D 4/30/2025(279)		12,576		*		12,576		—		—
732	KIM NGAN NGUYEN PHUOC		31,923		*		31,923		—		—
733	KINGDOM TRUST COMPANY FBO PAUL D PIZZUTI (ROTH IRA)(280)		3,144		*		3,144		—		—
734	KINGDOM TRUST COMPANY FBO PAUL PADOVANI (SEP IRA)(281)		8,175		*		8,175		—		—
735	KINGSTON NV MANAGEMENT LLC(282)		18,864		*		18,864		—		—
736	KINJALKUMAR & BHUMIKA PATEL		60,931		*		60,931		—		—
737	KIRAN BHUTADA		12,576		*		12,576		—		—
738	KIRANKUMAR C PATEL		18,015		*		18,015		—		—
739	KIRIT DAHYA PATEL		18,864		*		18,864		—		—
740	KISHAN HARSHADKUMAR PATEL		12,576		*		12,576		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
741	KISHAN V PATEL		44,017		*		44,017		—		—
742	KISHOR PATEL		4,716		*		4,716		—		—
743	KISHORBHAI PATEL		12,576		*		12,576		—		—
744	THE KM CHAUVETTE TRUST, KEVIN CHAUVETTE TRUSTEE(283)		260,955		*		260,955		—		—
745	KOFI NUAKO		53,449		*		53,449		—		—
746	KOK WAI LAU		4,716		*		4,716		—		—
747	KOUROSH K. ASHOURZADEH & BITA ASHOURZADEH		94,321		*		94,321		—		—
748	KP FAMILY TRUST(284)		12,576		*		12,576		—		—
749	KPC ENTERPRISE LLC(285)		3,144		*		3,144		—		—
750	KRISHNA & JIGAR BANKER		21,222		*		21,222		—		—
751	KRISHNA BHUTADA		3,144		*		3,144		—		—
752	KRISHNA CAPITAL LTD(286)		28,296		*		28,296		—		—
753	KRISTOPHER W COLLINS		2,358		*		2,358		—		—
754	KSP RENTAL LLC(287)		15,091		*		15,091		—		—
755	KUMAR P YOGESH		62,881		*		62,881		—		—
756	KUNAL PANCHAL		11,790		*		11,790		—		—
757	KURT E JOHNSON		6,288		*		6,288		—		—
758	KUSUM & SANJAY GARG		9,432		*		9,432		—		—
759	LAJIDE RICHARD LAWOYIN		8,175		*		8,175		—		—
760	LANCEN HALBERT		28,796		*		28,796		—		—
761	LATI MOUSA		251,523		*		251,523		—		—
762	LAURA AND JOSE PARET		18,864		*		18,864		—		—
763	LAVANYA AKULA		287,478		*		287,478		—		—
764	LAXMI KISHAN LLC(288)		18,864		*		18,864		—		—
765	LELAND B. TRICE AND ANDREA D. TRICE		22,637		*		22,637		—		—
767	LEWIS HOUGHTALING III & BETTY ANN HOUGHTALING JTTEN		119,736		*		119,736		—		—
768	LIFE BY DESIGN INVESTMENTS LLC(289)		20,751		*		20,751		—		—
769	LILA RUBINGER NY UTMA JOSHUA I RUBINGER CUST(290)		1,509		*		1,509		—		—
770	LIORA SIMPSON		16,821		*		16,821		—		—
771	LISA JOY SHAPIRO		466,890		*		466,890		—		—
772	LOKESH MORADA		424,463		*		424,463		—		—
773	LOUIS W. GRISETA REVOCABLE TRUST DATED FEBRUARY 2, 2023(291)		9,432		*		9,432		—		—
774	LUNDB, LLC(292)		4,716		*		4,716		—		—
775	M.T.H. HOLDINGS VI LLC TARA AVALLONE, TRUSTEE(293)		187,070		*		187,070		—		—
776	MAANU INVESTMENT LLC(294)		23,580		*		23,580		—		—
777	MADDY FAMILY LIVING TRUST(295)		3,773		*		3,773		—		—
778	MADELYN HOGAN		6,288		*		6,288		—		—
779	MADHUSUDAN VUDATHALA		9,747		*		9,747		—		—
780	MAGNETIC ASSETS LLC(296)		12,576		*		12,576		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
781	MAHALASA LLC(297)		9,432		*		9,432		—		—
782	MAHEK & RAJESH BHARGAVA		3,144		*		3,144		—		—
783	MAHENDRABHAI S. PANCHAL		119,473		*		119,473		—		—
784	MAHESH REDDY ADULLA		17,135		*		17,135		—		—
785	MAHMOUD AHMED ATTIA		14,148		*		14,148		—		—
786	MALVINDER SINGH		2,358		*		2,358		—		—
787	MANALI U PATEL & VISHAL J PATEL JT TEN		9,432		*		9,432		—		—
788	MANDEL ABSOLUTE RETURN FUND LP(298)		226,371		*		226,371		—		—
789	MANES & DIGNA PATEL		17,292		*		17,292		—		—
790	MANISH CHOMAL		28,296		*		28,296		—		—
791	MANISH GANDHI		78,601		*		78,601		—		—
792	MANISH K. PATEL & NIRJA ACHARYA		4,559		*		4,559		—		—
793	MANISH S GAREDIA		4,716		*		4,716		—		—
794	MANISHABEN SHIRISH BHULA		9,432		*		9,432		—		—
795	MANISHBHAI K PATEL		5,030		*		5,030		—		—
796	MANISHKUMAR CHHOTUBHAI PATEL		18,864		*		18,864		—		—
797	MANOJ PATEL		3,144		*		3,144		—		—
798	MANOJ R BAJAJ		18,864		*		18,864		—		—
799	MANOMED NET INC PENSION PLAN FBO JEFFREY C ALLARD(299)		12,576		*		12,576		—		—
800	MARC ALAIA		68		*		68		—		—
801	MARC ARON BAUMAN		51,877		*		51,877		—		—
802	MARC LAWRENCE TOD ALEXIS LAWRENCE		6,288		*		6,288		—		—
803	MARCO CRISTINO		6,288		*		6,288		—		—
804	MARGARET & HERMAN ZUCATTI(300)		18,864		*		18,864		—		—
805	MARIA CARMINA D'ANGELO		12,576		*		12,576		—		—
806	MARIA LAGRATTA		22,008		*		22,008		—		—
807	MARIAH BROWN LIVING TRUST(301)		6,288		*		6,288		—		—
808	MARIE T. O'HALLORAN TOD JAMES P. O'HALLORAN		4,716		*		4,716		—		—
809	MARIO FRANCHI		9,432		*		9,432		—		—
810	MARISA D'AMBRA		10,476		*		10,476		—		—
811	MARK & PRISCILLA CHAREST		12,576		*		12,576		—		—
812	MARK & SWETA KASARI		42,445		*		42,445		—		—
813	MARK A. CAMPBELL		50,305		*		50,305		—		—
814	MARK A. DANTE		18,864		*		18,864		—		—
815	MARK ALAN PERLMUTTER		11,319		*		11,319		—		—
816	MARK C. LEAHY		12,576		*		12,576		—		—
817	MARK HERBERT FAMILY REVOCABLE TRUST DTD 05/23/2007 MARK HERBERT TRUSTEE(302)		188,642		*		188,642		—		—
818	MARK REINSTEIN(303)		12,576		*		12,576		—		—
819	MARK S BOLAND(304)		9,432		*		9,432		—		—
820	MARSHALL SULLIVAN		94,321		*		94,321		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering					Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent			Prospectus		Number		Percent
821	MARSILUNA FAMILY TRUST(305)		4,716		*			4,716		—		—
822	MARTIN FAMILY TRUST DTD 7/27/2018(306)		9,432		*			9,432		—		—
823	MATTHEW PETER SCHIPANI II		14,148		*			14,148		—		—
824	MAULIK PATEL		3,773		*			3,773		—		—
825	MAX ZAMBRANO		26,724		*			26,724		—		—
826	MAXWELL & SVETLANA SINOVOI		38,577		*			38,577		—		—
827	MAYANK F PATEL & JAYSHREE J PATEL JT TEN		9,432		*			9,432		—		—
828	MAYANKKUMAR & TWINKLE PATEL		17,292		*			17,292		—		—
829	MAYURI H PATEL		12,576		*			12,576		—		—
830	MB DETAILING LLC(307)		6,288		*			6,288		—		—
831	MBHEHR, LLC(308)		1,320,496		2.6	%		1,320,496		—		—
832	MEENA K HANDA		87,247		*			87,247		—		—
833	MEHTA ENTERPRISES INC(309)		4,716		*			4,716		—		—
834	MEHUL ANIL PARIKH		4,716		*			4,716		—		—
835	MEHULKUMAR PATEL		12,576		*			12,576		—		—
836	MEL A. GUNAWARDENA		18,864		*			18,864		—		—
837	MIAMI BUCKEYES, LLC(310)		9,432		*			9,432		—		—
838	MICHAEL & DEBBIE PELLEGRINO		11,319		*			11,319		—		—
839	MICHAEL & LAURIE O'SULLIVAN		12,576		*			12,576		—		—
840	MICHAEL A. SWINFORD TOD DEBORAH SWINFORD		28,296		*			28,296		—		—
842	MICHAEL EUGENE PATTERSON		91,177		*			91,177		—		—
843	MICHAEL FRANCIS PETRUZZI		6,288		*			6,288		—		—
844	MICHAEL FRANK VIRGA		59,737		*			59,737		—		—
845	MICHAEL GLENN BRANCHFLOWER		125,762		*			125,762		—		—
846	MICHAEL J WASSERMAN		40,256		*			40,256		—		—
847	MICHAEL LUONGO		2,358		*			2,358		—		—
848	MICHAEL MAYO		7,074		*			7,074		—		—
850	MICHAEL R NAPOLITANO AND DENISE L NAPOLITANO JOINT REVOCABLE TRUST DTD 03/11/2013(311)		176,280		*			176,280		—		—
851	MICHAEL S. BOVEE		1,886		*			1,886		—		—
852	MICHAEL S. PATEL		2,358		*			2,358		—		—
853	MICHAEL SHONIKER		48,733		*			48,733		—		—
854	MICHELLE MCMAHON		6,288		*			6,288		—		—
855	MICKEY MCLELLAN(312)		12,576		*			12,576		—		—
856	MICKLE DENTAL PLLC		9,432		*			9,432		—		—
857	MILFORD HOSPITALITY LLC(313)		9,432		*			9,432		—		—
858	MINESH JASHBHAI & BINA MINESH PATEL		6,288		*			6,288		—		—
859	MINESH UTTAM MISTRY		56,593		*			56,593		—		—
860	MINESHKUMAR PATEL		3,773		*			3,773		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
861	MIRAL & KRISHNA PARIKH JT TEN		74,199		*		74,199		—		—
862	MIRAL DESAI		9,432		*		9,432		—		—
863	MITAL HOLDINGS LLC(314)		51,877		*		51,877		—		—
864	MITCHELL & ILENE SLOVIK(315)		9,432		*		9,432		—		—
865	MITCHELL STEINBERG		5,659		*		5,659		—		—
866	MITESH & PINKAL MISTRY		4,716		*		4,716		—		—
867	MJC CONSULTING GROUP LLC(316)		28,296		*		28,296		—		—
868	MNSS MANAGEMENT INC(317)		11,004		*		11,004		—		—
869	MOHAMED H. GHANEM(318)		18,864		*		18,864		—		—
870	MOHAMMAD ABBASZADEH		4,716		*		4,716		—		—
871	MOHAMMAD AHMAD		2,358		*		2,358		—		—
872	MOHAMMAD GOLAM SARWAR		4,716		*		4,716		—		—
873	MOHAMMAD SALMAN KHAN		22,008		*		22,008		—		—
874	MOHAMMAED ASRAFUL ISLAM		9,432		*		9,432		—		—
875	MOHANASUNDARI RAMAKRISHNAN TOD JERROME ARULRAJ & ASMITA JERROME		22,008		*		22,008		—		—
876	MOHIT KUKREJA		37,728		*		37,728		—		—
877	MONA SHAH		4,716		*		4,716		—		—
878	MONALI K. PATEL		6,445		*		6,445		—		—
879	MONALI PARIKH		6,288		*		6,288		—		—
880	MOUHAMMAD ALI KESHANI		9,432		*		9,432		—		—
881	MUHAMMAAD ALI TOD ROOHI SHAKEEL		4,716		*		4,716		—		—
882	MUHAMMAD AMIN TOD FARHAT AMIN(319)		12,576		*		12,576		—		—
883	MUJIB KHAN & SHAHEERA IKRAM JTWRS		9,432		*		9,432		—		—
884	MURTAZA MUSSAJI		9,432		*		9,432		—		—
885	MURUGAVEL MUTHUSAMY TOD NIRMALA MURUGAVEL		367,853		*		367,853		—		—
886	MUSHTAQ HUSSAIN MEMON & WAQARUNNISA MUSHTAQ		4,716		*		4,716		—		—
887	MUZAMMIL AKRAM & SARA KHALID		25,152		*		25,152		—		—
888	MWOOD NAFSOU		5,502		*		5,502		—		—
889	MXVEE CAPITAL PARTNERS, LLC(320)		47,161		*		47,161		—		—
890	MYA HOTELS LLC(321)		128,906		*		128,906		—		—
891	NADIRA MERALI & IFTEKHAR ALAM		4,716		*		4,716		—		—
892	NAKUL PATEL		3,773		*		3,773		—		—
893	NAP CONSULTING LLC(322)		4,716		*		4,716		—		—
894	NARENDRA J SHAH & BINA N SHAH JT TEN		7,860		*		7,860		—		—
895	NARENDRA KUMAR P. PATEL		18,864		*		18,864		—		—
896	NARENDRA NARAYANRAO & DINA N HEGNESHWAR		9,432		*		9,432		—		—
897	NARESH B. PARBHOO		16,978		*		16,978		—		—
898	NARESH CHOPRA		14,148		*		14,148		—		—
899	NARESH P RAMA		28,296		*		28,296		—		—
900	NATALIE & JASON KARP		59,423		*		59,423		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
901	NAVEEN RAI JAIN		2,358		*		2,358		—		—
902	NEAL M SHINDEL		100,609		*		100,609		—		—
903	NEELIMA G PARIKH		6,288		*		6,288		—		—
904	NEETI KAPUR & AMOL BAHEKAR		45,589		*		45,589		—		—
905	NEHA PATEL		11,790		*		11,790		—		—
906	NEHA PURI LLC(323)		9,432		*		9,432		—		—
907	NEHA SULTAN		4,716		*		4,716		—		—
908	NEHAL ELREFAI		6,288		*		6,288		—		—
909	NEIL & CARYN SCHULTZ		31,440		*		31,440		—		—
910	NEIL P. PARIKH		4,716		*		4,716		—		—
911	NELSON & COURTNEY DIAZ		6,288		*		6,288		—		—
912	NESIM PINTO		56,593		*		56,593		—		—
913	NICHOLAS & SABRENA AMARO		25,152		*		25,152		—		—
914	NICHOLAS LOPEZ		6,288		*		6,288		—		—
915	NICHOLAS MANCINI		6,288		*		6,288		—		—
916	NICOLAS SAGE GRISETA REVOCABLE TRUST DATED MAY 14, 2024		16,160		*		16,160		—		—
918	NIHARIKA REDDY		20,436		*		20,436		—		—
919	NIKESH PATEL		6,288		*		6,288		—		—
920	NIKHIL R. & NIPUNA PATEL		75,457		*		75,457		—		—
921	NIKUNJ KALUBHAI SAVALIYA		4,716		*		4,716		—		—
922	NILESH J. & JASMIN N. PATEL		9,432		*		9,432		—		—
923	NILESH K PATEL TOD RASHMI PATEL (TX)		21,222		*		21,222		—		—
924	NIMESH A. SHAH REVOCABLE TRUST DTD 09/10/03(324)		49,933		*		49,933		—		—
925	NIMISH RAMESHBHAI PATEL		26,724		*		26,724		—		—
926	NINA D. GRIGOROV LIVING TRUST(325)		74,828		*		74,828		—		—
927	NINA PATEL & CHANDRIKA PATEL JTTEN		34,271		*		34,271		—		—
928	NIPA SHAH		2,358		*		2,358		—		—
929	NIRANJANA B PATEL		20,478		*		20,478		—		—
930	NIRMAL M SHAH		6,288		*		6,288		—		—
931	NISHANT SHAH & BEEJAL SHAH JT TEN		5,030		*		5,030		—		—
932	NISHANTH TELUKUNTA		8,646		*		8,646		—		—
933	NITIN BHUTADA & KIRAN BHUTADA		12,419		*		12,419		—		—
934	NITIN KHANNA		18,864		*		18,864		—		—
935	NITIN R PATLOLLA		9,432		*		9,432		—		—
936	NIVEDITA SANTOSH BIJOOR		100,609		*		100,609		—		—
937	NP2 MANAGEMENT GROUP LLC(326)		33,588		*		33,588		—		—
938	NYBVC CAPITAL LLC		9,434		*		9,434		—		—
939	OLEG PATENT		18,864		*		18,864		—		—
940	OM GROCERIES INC, PRAVINCHANDRA MANHARIAL PARIKH, OWNER(327)		22,008		*		22,008		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
941	OM P. AND VIJAY ARORA		287,680		*		287,680		—		—
942	ORVILLE E ELLIOTT & CHRISTINA ELLIOTT JT TEN (TOD)		47,161		*		47,161		—		—
943	OSCAR ARTURO LOPEZ AMARAL		23,580		*		23,580		—		—
944	OSMAN JAVED SHAMIM		10,375		*		10,375		—		—
945	P BILKOO MD PLLC (DR PAREENA BILKOO, PRES)		69,169		*		69,169		—		—
946	PABLO PUELLO		9,432		*		9,432		—		—
947	PANKAJ DESAI		31,692		*		31,692		—		—
948	PARAG PHADKE		4,716		*		4,716		—		—
949	PARAG PRAVIN SHAH		4,716		*		4,716		—		—
951	PARDEV HOLDINGS LLC(328)		14,148		*		14,148		—		—
952	PARESH D. PATEL		18,864		*		18,864		—		—
953	PARESH HARSHADRAI DESAI		3,301		*		3,301		—		—
954	PARESH SHANTILAL BHATT		28,296		*		28,296		—		—
955	PARESHKUMAR & RINKUDEVI PATEL		14,148		*		14,148		—		—
956	PARIMAL PATEL & ARIEL GIBSON JTWROS		14,148		*		14,148		—		—
957	PARIMALBHAI H PATEL		22,599		*		22,599		—		—
958	PARMED HOLDINGS LLC(329)		14,148		*		14,148		—		—
959	PARTH SHAH		8,803		*		8,803		—		—
960	PARUL ACHARYA		2,358		*		2,358		—		—
962	PARUPKAR S. BILKOO & RAKHEE BILKOO		62,881		*		62,881		—		—
963	PASCALE M WHITE		6,288		*		6,288		—		—
964	PATEL FAMILY TRUST(330)		14,148		*		14,148		—		—
965	PATEL H J FAMILY TRUST(331)		9,432		*		9,432		—		—
966	PATRICIA A. THOMAS		9,118		*		9,118		—		—
967	THE PATRICIA PAGLIUCA TRUST FBO ALEXANDER PAGLIUCA(332)		25,152		*		25,152		—		—
968	PATRICIA PERLMAN		12,576		*		12,576		—		—
969	PATRICIA S GRABILL TOD ALEXANDRA J TATOOLES & ELIZABETH GRABILL		25,904		*		25,904		—		—
970	PAUL BATTIPAGLIA		4,716		*		4,716		—		—
971	PAUL F. & JENNIE COCOZZA(333)		4,716		*		4,716		—		—
972	PAUL F. COCOZZA(334)		18,864		*		18,864		—		—
973	PAUL PADOVANI(335)		49,362		*		49,362		—		—
974	PAUL R GOULD, III		1,415		*		1,415		—		—
975	PAULIN MODI		18,864		*		18,864		—		—
976	PAULIUS CAPITAL LLC(336)		20,751		*		20,751		—		—
977	PAWAN K. RAO TOD SUSMITHA K. RAO		25,152		*		25,152		—		—
978	PEGGY HUI & KYLA LIN TRUONG		4,716		*		4,716		—		—
979	PETER VILLARI(337)		3,144		*		3,144		—		—
980	PHILIP JOHN SASSO		14,148		*		14,148		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
981	PHILLIP JORGE		64,767		*		64,767		—		—
982	PICCIOTTO FAMILY INVESTMENT TRUST DTD 9/5/24(338)		7,546		*		7,546		—		—
983	PIEUSH PATEL		16,195		*		16,195		—		—
984	PINAKIN OZA		193,358		*		193,358		—		—
985	PIRATHEEPAN PANCHALINGAM		13,677		*		13,677		—		—
986	PMSINGH CORP(339)		9,432		*		9,432		—		—
987	PRADEEP JAIN		4,716		*		4,716		—		—
988	PRADEEP KOYAGURA & NAIMISHA MANDALA		12,576		*		12,576		—		—
989	PRAGNESHBHAI M PATEL		37,728		*		37,728		—		—
990	PRAJAY DHIR		97,465		*		97,465		—		—
991	PRAJESH A. PATEL TOD HEMINI PRAJESHKUMAR PATEL(340)		56,593		*		56,593		—		—
992	PRAKASH B BHAKTA		9,432		*		9,432		—		—
993	PRAKASH PEDDI(341)		11,004		*		11,004		—		—
994	PRAKASHCHANDRA PATEL TOD DARSHANABEN PATEL		110,041		*		110,041		—		—
995	PRATAP V REDDY		179,210		*		179,210		—		—
996	PRATIK M & DIPIXA PATEL		4,716		*		4,716		—		—
997	PRATIK PATEL & SHEENA PATEL JTTEN		11,004		*		11,004		—		—
998	PRAVI LLC(342)		14,148		*		14,148		—		—
999	PRAVIN PARIKH		12,576		*		12,576		—		—
1000	PRAVIN R. SHAH		2,358		*		2,358		—		—
1001	PRAVINBHAI V PANSURIA		11,004		*		11,004		—		—
1002	PREM LLC(343)		9,432		*		9,432		—		—
1003	PRISCILLA S ENG		12,576		*		12,576		—		—
1005	PRITIBEN UMARWADIA		2,358		*		2,358		—		—
1006	PRIYANKA BALAR TOD RAHUL BALAR		6,288		*		6,288		—		—
1007	PRO FINANCE SERVICES LLC(344)		143,054		*		143,054		—		—
1008	PROPERTY MATTERS, LLC(345)		12,891		*		12,891		—		—
1009	PUSHKAR PATEL & LALITA AMIN		9,432		*		9,432		—		—
1010	PUSHKAR V & VIBHUTI P PATEL JOINT ACCT		9,432		*		9,432		—		—
1011	QUIP GLOBAL INC(346)		8,803		*		8,803		—		—
1012	RADHARANI PERUMAL		9,432		*		9,432		—		—
1013	RADHIKA KONDA		13,205		*		13,205		—		—
1014	RAHUL & DIPTI BALAR		11,004		*		11,004		—		—
1015	RAHUL REDDY		43,545		*		43,545		—		—
1017	RAJA SUDHARANI		24,052		*		24,052		—		—
1018	RAJANI PUDIPEDDI		25,938		*		25,938		—		—
1019	RAJEEV I DESAI		4,716		*		4,716		—		—
1020	RAJENDRAKUMAR T DESAI		12,576		*		12,576		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1021	RAJESH AND MANISHA BHARGAVA REVOCABLE TRUST(347)		6,288		*		6,288		—		—
1023	RAJESH SHAH		9,432		*		9,432		—		—
1024	RAJESHKUMAR & SNEHLATA BHAKTA		4,716		*		4,716		—		—
1025	RAJESHKUMAR M SHAH		2,515		*		2,515		—		—
1026	RAJESHREE SHAH		23,580		*		23,580		—		—
1027	RAJYOGI INVESTMENT LLC(348)		18,864		*		18,864		—		—
1028	RAKESH (ROCKY) R. PATEL(349)		4,716		*		4,716		—		—
1029	RAKESH B. JAIN		6,288		*		6,288		—		—
1030	RAKESH DESAI TOD NINA R. DESAI		7,074		*		7,074		—		—
1031	RAKESH MALIK LIVING TRUST, DATED SEPTEMBER 27TH, 2019(350)		324,875		*		324,875		—		—
1032	RAKESH PARESHKUMAR PATEL		37,728		*		37,728		—		—
1033	RAKESH PATEL & RESHMA PATEL JT TEN		6,288		*		6,288		—		—
1034	RAKESH PATEL & SHARMILA PATEL JT TEN		22,008		*		22,008		—		—
1035	RAMBABU MUTTINENI		5,659		*		5,659		—		—
1036	RAMESH ADHIRAJU		13,405		*		13,405		—		—
1037	RAMESH K. JAIN TRUSTEE, THE RAMESH K. JAIN TRUST DATED MARCH 2, 2020(351)		44,017		*		44,017		—		—
1038	RAMESH KOTHURI		12,576		*		12,576		—		—
1039	RAMONA DIANA GHICA		17,449		*		17,449		—		—
1040	RANDY A. DAVID & TYRHA GONZALEZ (TIC)		1,886		*		1,886		—		—
1041	RANDY CUNNINGHAM TOD KALLI CUNNINGHAM		3,144		*		3,144		—		—
1042	RANGY SAMUEL		2,515		*		2,515		—		—
1043	RASHEEL CHOWDHARY		11,790		*		11,790		—		—
1044	RAVDEEP GHATAORHE		13,755		*		13,755		—		—
1045	RAVEN CHEN AND CHLOE CHAN		3,773		*		3,773		—		—
1046	RAVI R. PATEL (SC)		5,030		*		5,030		—		—
1047	RAVINDRA B PATEL AND HEMLATA R PATEL		9,432		*		9,432		—		—
1048	REDINGTON GROUP, LLC.(352)		9,432		*		9,432		—		—
1049	REED PULVER TRUST(353)		12,576		*		12,576		—		—
1050	REHMAN SAIYED		15,091		*		15,091		—		—
1051	RENITA ANILKUMAR PATEL		6,288		*		6,288		—		—
1052	RENU RUNGTA		42,445		*		42,445		—		—
1053	RESHMA R PATEL		51,877		*		51,877		—		—
1054	Retail Sparks, Inc.(354)		4,935		*		4,935		—		—
1055	RG PARTNERS, LLC(355)		20,436		*		20,436		—		—
1056	RHINO PAPER LLC(356)		7,703		*		7,703		—		—
1057	RIAZ & ATIYA HUSSAIN		6,288		*		6,288		—		—
1058	RICHARD A MAJERES(357)		62,881		*		62,881		—		—
1059	RICHARD DOUGLAS ZUMBACH(358)		7,074		*		7,074		—		—
1060	RICHARD J. HAUGHEY		47,161		*		47,161		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1061	RICHARD KIM & CYNTHIA ZIN SHEUNG FUNG KIM(359)		17,292		*		17,292		—		—
1062	RICHARD M. GRAY		364,395		*		364,395		—		—
1063	RICHARD MERCK(360)		12,576		*		12,576		—		—
1064	RICHARD ROMANOFF		31,440		*		31,440		—		—
1065	RICHARD SCOTT WUERKER		15,091		*		15,091		—		—
1066	RICHARD WALKER(361)		36,942		*		36,942		—		—
1068	RINKAL PATEL TOD HARSH PATEL		12,576		*		12,576		—		—
1069	RITABEN PATEL		18,864		*		18,864		—		—
1070	RITESH & HINA BHADU (JWROS) TOD KRISHNA & SIYA BHADU		23,580		*		23,580		—		—
1071	RIZWAN KHAN		100,609		*		100,609		—		—
1072	RL3 VENTURES LLC(362)		37,728		*		37,728		—		—
1073	ROBERT & MARY BREWER		4,716		*		4,716		—		—
1074	ROBERT & SIGALIT KOSHAR		5,659		*		5,659		—		—
1075	ROBERT & TALINE TOROUSSIAN FAMILY TRUST(363)		9,432		*		9,432		—		—
1076	ROBERT & VICKI RITCHIE(364)		9,432		*		9,432		—		—
1077	ROBERT BARLETTA JR. TOD ROBERT A. BARLETTA III		15,720		*		15,720		—		—
1078	ROBERT DAILEY		25,152		*		25,152		—		—
1079	ROBERT J. MELECA U/T/A DATED MARCH 3, 1999, AS AMENDED.		9,432		*		9,432		—		—
1080	ROBERT JAVAD HAKIM TOD SARA PERRY & RAMIN HAKIMI		22,637		*		22,637		—		—
1081	ROBERT JEFFERS & TERESA JEFFERS JT TEN		14,148		*		14,148		—		—
1082	ROBERT JONES		19,493		*		19,493		—		—
1083	ROBERT JOSEPH GARCIA		4,716		*		4,716		—		—
1084	ROBERT KOVARIK		2,358		*		2,358		—		—
1085	ROBERT MOSACK		9,432		*		9,432		—		—
1086	ROBERT NILS THORNBLADH TOD TINA G. PAGNUCCO		23,580		*		23,580		—		—
1087	ROBERT P LOBIANCO		6,288		*		6,288		—		—
1088	ROBERT PORTERA		7,703		*		7,703		—		—
1089	ROBERT SALVAGE TOD SUSAN SALVAGE		18,550		*		18,550		—		—
1090	ROBERT WALLIN CALDWELL		47,161		*		47,161		—		—
1091	ROBERT ZARCO REVOCABLE TRUST(365)		94,321		*		94,321		—		—
1092	ROBIN RYAN ESTATE, PHILIP J. DEMARCO EXECUTOR(366)		12,576		*		12,576		—		—
1093	RODGER D. & PATTI A. LEONARD		62,881		*		62,881		—		—
1094	RODNEY ENGEL		1,886		*		1,886		—		—
1095	ROGER SALDANA		4,716		*		4,716		—		—
1096	ROHIT VALLABHBHAI BHAKTA		9,432		*		9,432		—		—
1097	ROMIE D. & RIPSI P. PATEL		77,029		*		77,029		—		—
1098	ROMY PATEL		2,358		*		2,358		—		—
1099	RONAK SHAILESHKUMAR PATEL & BAHAAR NARESH PATEL		9,432		*		9,432		—		—
1100	THE RONALD L. AND GRACE M. REUSCH LIVING TRUST, DATED SEPTEMBER 23,2019(367)		6,288		*		6,288		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1101	RORY MICHAEL MULREY		2,358		*		2,358		—		—
1102	ROSHAN ABEYWEERA		3,899		*		3,899		—		—
1103	ROSS W CROSSLEY TOD GEORGIA DUNAGAN(368)		6,288		*		6,288		—		—
1104	RSMT INVESTMENTS LLC(369)		25,152		*		25,152		—		—
1105	RUDOLPH BEDFORD(370)		14,148		*		14,148		—		—
1106	RUSHANG PATEL		3,144		*		3,144		—		—
1107	RUSSELL AND JAIME GIAMBRONE		12,576		*		12,576		—		—
1108	RUSSELL BRIAN TAYLOR		31,440		*		31,440		—		—
1109	RUSSELL IRELAND JR.		9,432		*		9,432		—		—
1110	S.T.H. CARDIOVASCULAR CONSULTING, LLC CASH BALANCE PLAN(371)		31,283		*		31,283		—		—
1111	SAAD MUNAF		2,358		*		2,358		—		—
1112	THE SACHIN AND VANITA AGGARWAL TRUST(372)		12,576		*		12,576		—		—
1113	SACHIN J. MODI		6,288		*		6,288		—		—
1114	SACHIN KADAM		4,716		*		4,716		—		—
1115	SACHIN S. SHAH		4,716		*		4,716		—		—
1116	SAHIL SHAH		4,244		*		4,244		—		—
1117	SAIRAM FAMILY LIMITED PARTERSHIP		9,432		*		9,432		—		—
1118	SAJAN SAAGAR KAVURI		18,864		*		18,864		—		—
1119	SAJAN SAAGAR KAVURI		15,406		*		15,406		—		—
1120	SALIL & NIKITA MEHTA		28,296		*		28,296		—		—
1121	SALIL GUPTA		25,152		*		25,152		—		—
1122	SALVATORE CAPEK		12,576		*		12,576		—		—
1123	SALVATORE CASELLA		4,716		*		4,716		—		—
1124	SALVATORE M DEMATTEO		12,576		*		12,576		—		—
1125	SALWA RHAZOUANI TOD MOUSSA SALIM RHAZOUANI & GHIZLAINE RHAZOUANI		1,886		*		1,886		—		—
1126	SAMANI FAMILY TRUST(373)		9,432		*		9,432		—		—
1127	SAMIR NAIK(374)		22,008		*		22,008		—		—
1128	SAMIRKUMAR K PATEL		3,144		*		3,144		—		—
1129	SAMUEL Y. FRIEDMAN(375)		88,033		*		88,033		—		—
1130	SAMUEL Y. FRIEDMAN (ELI)(376)		47,161		*		47,161		—		—
1131	SANDEEP A SATHYANARAYAN		4,402		*		4,402		—		—
1132	SANDEEP KUMAR MADINENI(377)		4,622		*		4,622		—		—
1133	SANDHYA ADULLA		4,716		*		4,716		—		—
1134	SANDHYA B PATEL(378)		9,432		*		9,432		—		—
1135	SANDIP N. & SMITA S. PATEL		16,506		*		16,506		—		—
1136	SANDIP P PATEL		6,288		*		6,288		—		—
1137	SANDIP PATEL & HEMALI S PATEL JTTEN		58,415		*		58,415		—		—
1138	SANJAY & ANITA GUPTA		20,436		*		20,436		—		—
1139	SANJAY ARORA		9,432		*		9,432		—		—
1140	SANJAY MERCHANT		3,266		*		3,266		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1141	SANJAY PATEL & RUPAL SANJAY		37,728		*		37,728		—		—
1142	SANJAY V PATEL		78,601		*		78,601		—		—
1143	SANJIV S MATTA		18,864		*		18,864		—		—
1144	SANJIV S MODI		4,716		*		4,716		—		—
1145	SAPNA KUMARI		31,943		*		31,943		—		—
1146	SARA & DANY CHCOURY		17,292		*		17,292		—		—
1147	SARTHAK RAJVANSHI		14,148		*		14,148		—		—
1148	SASSIBRIONUS LLC(379)		2,358		*		2,358		—		—
1149	SATHISH K RAMASUBRAMANIAN		6,288		*		6,288		—		—
1150	SATYEN RAMAN & VEENISHA PATEL		19,807		*		19,807		—		—
1151	SAURABH & RINKU PATEL		2,358		*		2,358		—		—
1152	SAURABH A. PATEL		4,716		*		4,716		—		—
1153	SAURABH AGARWAL		150,560		*		150,560		—		—
1154	SCHAIBLE ENTERPRISES LLC(380)		829		*		829		—		—
1155	SCOTT J. ROSNER		18,864		*		18,864		—		—
1156	SCOTT KELLOCK		18,707		*		18,707		—		—
1157	SCOTT NEAL INZELBUCH		9,432		*		9,432		—		—
1158	SDAK INVESTMENT PROPERTIES LLC(381)		53,449		*		53,449		—		—
1159	SEAN MICHAEL MCKENNA(382)		9,432		*		9,432		—		—
1160	SEAN MIRMELLI LIVING TRUST, DATED JUNE 10, 2020, AS AMENDED(383)		28,296		*		28,296		—		—
1161	SEEMA SLEHRIA		31,440		*		31,440		—		—
1162	SEETON POLLOCK		25,152		*		25,152		—		—
1163	SEJAL BHULA		9,432		*		9,432		—		—
1164	SEPA LLC(384)		23,580		*		23,580		—		—
1165	THE SHAH LIVING TRUST DATED AUGUST 24, 2022(385)		34,584		*		34,584		—		—
1166	SHAHAB KIDWAI TOD NAJMA KIDWAI		22,008		*		22,008		—		—
1167	SHAHID KHAN		9,432		*		9,432		—		—
1168	SHAILESHKUMAR NARSHINBHAI & CHETNABEN SHAILESHKUMAR PATEL		11,790		*		11,790		—		—
1169	SHAILESHKUMAR PATEL		478		*		478		—		—
1170	SHARAN KUMAR TELUKUNTA & KARTHIK ANDALAM		3,852		*		3,852		—		—
1171	SHARATH C. SHAMARTHI		12,576		*		12,576		—		—
1172	SHARIF ALMAMUN		23,580		*		23,580		—		—
1173	SHARON JANE SWAINBANK		1,415		*		1,415		—		—
1174	SHAUN & LINDSEY ZITANI		3,521		*		3,521		—		—
1175	SHAYER SHAH		4,716		*		4,716		—		—
1176	SHELFWORTH, LLC(386)		9,432		*		9,432		—		—
1177	SHENHAV BENDEL		3,773		*		3,773		—		—
1178	SHILPA & NAVIN BHATIA		18,864		*		18,864		—		—
1179	SHILPABEN NARSHINBHAI PATEL		12,576		*		12,576		—		—
1180	SHILPABEN NIMISH MADHIWALA		5,502		*		5,502		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1181	SHIRISH BHULA		9,432		*		9,432		—		—
1182	SHIRISHA PALLATI		20,987		*		20,987		—		—
1183	SHIRISHKUMAR KALYANJI PATEL & UMA SHIRISH		9,432		*		9,432		—		—
1184	SHITAL J. DHANANI(387)		6,288		*		6,288		—		—
1185	SHITLESH PATEL		9,432		*		9,432		—		—
1186	SHREE MULAY & ANNA LEE-MULAY		3,773		*		3,773		—		—
1187	SHREYA N. BHUTADA		3,144		*		3,144		—		—
1188	SHREYAS & PINALBEN PATEL		3,773		*		3,773		—		—
1189	SHRUTI & ANAND JINWALA		23,580		*		23,580		—		—
1190	SHWETA HUMAD SHARMA		6,288		*		6,288		—		—
1191	SIRI LLC(388)		31,440		*		31,440		—		—
1192	SIRI TEJA KAVURI		49,677		*		49,677		—		—
1193	SITAL MAGANBHAI PATEL		4,716		*		4,716		—		—
1195	SIXTH SON HOLDINGS, LLC(389)		6,288		*		6,288		—		—
1196	SKRIBE INVESTMENT PROPERTIES LLC(390)		39,300		*		39,300		—		—
1197	SMITKUMAR RAJENDRAKUMAR KADAKIA JTWROS		14,148		*		14,148		—		—
1198	SNEHABEN SOJITRA		9,432		*		9,432		—		—
1199	SNEHALKUMAR D PATEL AND SONALI S PATEL		6,288		*		6,288		—		—
1200	SNF INVESTMENTS LLC(391)		9,432		*		9,432		—		—
1201	SONIA KAKKAR & GUNIT S. KAKKAR		9,432		*		9,432		—		—
1202	SOUTH BEACH LAND TRUST LLC(392)		6,288		*		6,288		—		—
1203	SOUTH PAW INVESTING LLC(393)		6,288		*		6,288		—		—
1204	SOWJANYA IMMANENI		47,667		*		47,667		—		—
1205	SPIRE INVESTMENT MANAGEMENT LLC(394)		27,982		*		27,982		—		—
1206	SRAVYA KAVURI		34,271		*		34,271		—		—
1207	SREEDHAR MUTHURAMALINGAM		11,790		*		11,790		—		—
1208	SRINIVAS R KAVURI		323,277		*		323,277		—		—
1209	SRINIVAS SRISTY		4,716		*		4,716		—		—
1210	SSAMD LLC(395)		94,321		*		94,321		—		—
1211	STACY L. DENT-IACIOFANO		9,244		*		9,244		—		—
1212	STARRS-I, LLC(396)		20,122		*		20,122		—		—
1213	STELLA DAVIDI		4,244		*		4,244		—		—
1214	STEPHAN PAUL DAVID BOUR		28,296		*		28,296		—		—
1215	THE STEPHEN AND MARTHA OFFERMAN REVOCABLE LIVING TRUST(397)		7,546		*		7,546		—		—
1216	STEPHEN BENJAMIN		28,296		*		28,296		—		—
1217	STEVEN B RHOADS		12,576		*		12,576		—		—
1218	STEVEN DUBROFF & ALEXANDRA DUBROFF		9,432		*		9,432		—		—
1219	STEVEN HARRY STILES TOD ESTELLE STILES		5,659		*		5,659		—		—
1220	STEVEN J DONADIO		9,432		*		9,432		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering					Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent			Prospectus		Number		Percent
1221	STEVEN J RUFFINO		11,790		*			11,790		—		—
1222	STEVEN SCHIBIG & COREEN SCHIBIG JTTEN		11,662		*			11,662		—		—
1223	STEVEN SCHULMAN		12,576		*			12,576		—		—
1224	STEVEN SCONZO		10,168		*			10,168		—		—
1225	STEVEN SCONZO		5,659		*			5,659		—		—
1226	STEVEN VANNI		4,716		*			4,716		—		—
1228	STRATEGIC BUSINESS ADVISORY LLC(398)		1,081,549		2.1	%		1,081,549		—		—
1229	STRATEGIC SECURITY CORP(399)		94,321		*			94,321		—		—
1230	SUDHIRKUMAR & NITA PATEL		12,576		*			12,576		—		—
1232	SUJATA VAIDYANATHAN		9,432		*			9,432		—		—
1233	SUJIT VISHWANATH MEHTA		4,716		*			4,716		—		—
1234	SUM INVESTMENTS LLC(400)		37,728		*			37,728		—		—
1235	SUMAIR JAWAID		221,964		*			221,964		—		—
1236	SUMEER LAL		117,901		*			117,901		—		—
1237	SUMMER SKYE REAL ESTATE LLC(401)		3,773		*			3,773		—		—
1238	SUN XIJIA		12,576		*			12,576		—		—
1239	SUNIT DADHANIA		34,584		*			34,584		—		—
1240	SUNSIRI GOODS, LLC(402)		7,074		*			7,074		—		—
1241	SUNTRADE FINANCIAL LLC(403)		84,889		*			84,889		—		—
1242	SURBHI BHAGAT(404)		12,576		*			12,576		—		—
1243	SURENDRA R VAIDYA		17,292		*			17,292		—		—
1244	SURESH M SHAH & RENUKA S SHAH JTTEN		66,025		*			66,025		—		—
1245	SURESH MALIK		66,025		*			66,025		—		—
1246	SURINDER SEHDEV & AMY SHAH		4,716		*			4,716		—		—
1247	SUSAN TRACY RENARD		6,288		*			6,288		—		—
1248	SUSHIL C DESAI		74,671		*			74,671		—		—
1249	SUSHMA PATEL		9,432		*			9,432		—		—
1250	SUSHMA S KAPOOR		14,148		*			14,148		—		—
1251	SWATI & ANUJ JAIN		3,144		*			3,144		—		—
1252	SWATI MALIK		28,296		*			28,296		—		—
1253	SYED H ALI TOD SUMBUL ALI		9,432		*			9,432		—		—
1254	SYED N. ZAMAN		226,371		*			226,371		—		—
1255	SYNERGY CONSULTING FZCO		62,874		*			62,874		—		—
1256	SYNTAX TECHNOLOGIES, INC.(405)		33,956		*			33,956		—		—
1257	TAHIR RAJWANI(406)		3,773		*			3,773		—		—
1258	TAHIRA AHMAD		6,925		*			6,925		—		—
1259	TANYA SLEHRIA		4,716		*			4,716		—		—
1260	TAREK & ARIF HUSSAIN		51,877		*			51,877		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1261	TARUN BATRA & BARUNA BATRA(407)		5,502		*		5,502		—		—
1262	TB5 LLC(408)		12,576		*		12,576		—		—
1263	TED CAPUTO		9,432		*		9,432		—		—
1264	TEJAS NISHITH MAZMUDAR		2,358		*		2,358		—		—
1265	TERIN VARGHESE		8,803		*		8,803		—		—
1266	THEA DHIREN PATEL		4,559		*		4,559		—		—
1267	THOMAS CAPPELLO		6,288		*		6,288		—		—
1268	THOMAS J SCHNEIDER		18,864		*		18,864		—		—
1269	THOMAS J. & TINA JONES		62,881		*		62,881		—		—
1270	THOMAS L. JONES		139,169		*		139,169		—		—
1271	THOMAS PETRILLO		6,241		*		6,241		—		—
1272	THOMAS REARDON & JEAN REARDON JT TEN		7,729		*		7,729		—		—
1273	THOMAS TRUELOVE & ELDRID TRUELOVE JT TEN		6,288		*		6,288		—		—
1274	TIMOTHY & MARLINE FULTON		4,716		*		4,716		—		—
1275	TIMOTHY CALLOW		11,004		*		11,004		—		—
1276	TIMOTHY MERRICK CROSS		18,864		*		18,864		—		—
1277	TODD & MARCIE GREBNER		9,432		*		9,432		—		—
1278	TODD C. KROLL LIVING TRUST DTD 2/20/2000(409)		6,288		*		6,288		—		—
1279	TODD SANDERS		3,773		*		3,773		—		—
1280	TONY KANWAR		12,576		*		12,576		—		—
1281	TORDJMAN GROUP LLC(410)		12,576		*		12,576		—		—
1282	TREVOR JOHN SMITH		377		*		377		—		—
1283	TRIPLE SPARK LLC(411)		9,432		*		9,432		—		—
1284	TRUSHA PRAGNESHBHAI PATEL		9,432		*		9,432		—		—
1285	TTCG LIVING TRUST, CHARLES W. GREENE, TRUSTEE(412)		25,152		*		25,152		—		—
1286	TTMG LIVING TRUST, MELANIE S. GREENE, TRUSTEE(413)		9,432		*		9,432		—		—
1287	TURID Z KAEHNY TOD MICHELLE B KAEHNY		12,576		*		12,576		—		—
1288	TYRONE ALLEN TAYLOR		9,432		*		9,432		—		—
1289	UMA PATEL		9,432		*		9,432		—		—
1290	UMESH B PATEL		9,432		*		9,432		—		—
1291	UNITECH DEVELOPERS INC SOLO 401K(414)		37,728		*		37,728		—		—
1292	UPTOWN INVESTMENT GROUP(415)		6,288		*		6,288		—		—
1293	USMAN TANVEER MALIK		4,716		*		4,716		—		—
1294	UZAIR LATIF MEMON		14,148		*		14,148		—		—
1295	VAIBHAV N PATEL		18,864		*		18,864		—		—
1296	VAIDEESWARAN SIVASUBRAMANIAM		3,773		*		3,773		—		—
1297	VAKUL MALHOTRA		9,432		*		9,432		—		—
1298	VALERIE SEID		4,716		*		4,716		—		—
1299	VAMSHI KIRAN SHAMARTHI		46,532		*		46,532		—		—
1300	VANAJA PATLOLLA		12,576		*		12,576		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering				Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent		Prospectus		Number		Percent
1301	VANDELAY INVESTMENTS LLC(416)		9,432		*		9,432		—		—
1302	VASANTBHAI G PATEL & SHANTABEN PATEL JT TEN		12,576		*		12,576		—		—
1303	VASRI LLC		6,288		*		6,288		—		—
1304	VEERAL M OZA		14,148		*		14,148		—		—
1305	VENKATESH PUDIPEDDI		6,288		*		6,288		—		—
1306	VI NGOC TUONG NGUYEN		2,358		*		2,358		—		—
1307	VIJAY J PATEL (IL)		15,720		*		15,720		—		—
1308	VIJAYKUMAR PATEL		18,864		*		18,864		—		—
1309	VIJENDRA RAJ APSINGEKAR & ADITI AKULA(417)		2,358		*		2,358		—		—
1310	VIKAS B. PATEL		12,576		*		12,576		—		—
1311	VIKAS J. PATEL		26,724		*		26,724		—		—
1312	VIKY BOHRA		7,391		*		7,391		—		—
1313	VILAS ROMESH KEVADIA(418)		18,864		*		18,864		—		—
1314	VIMAL MAGAN PATEL		81,745		*		81,745		—		—
1315	VIMAL PATEL (VA)		9,432		*		9,432		—		—
1316	VINAY ARORA		9,432		*		9,432		—		—
1317	VINAY R PATEL		9,432		*		9,432		—		—
1318	VINAY SOOD TOD ANJALI BRIGHT AND ANEESA BONE		5,030		*		5,030		—		—
1319	VINCENT SOLARINO		25,152		*		25,152		—		—
1320	VINCENT VAIANO TOD ALFONSE VAIANO		9,432		*		9,432		—		—
1321	VINCENZO AND LEONELLA BENNICI		2,830		*		2,830		—		—
1322	VINCENZO URSINO		4,716		*		4,716		—		—
1323	VINOD MOTI SINGH PUROHIT		4,716		*		4,716		—		—
1324	VIPIN PARIKH		2,358		*		2,358		—		—
1325	VIRENDRASINH JHALA		9,432		*		9,432		—		—
1326	VISHAL SHAH		141,482		*		141,482		—		—
1327	VISWANADHA & SWAPNA DADIREDDY		6,288		*		6,288		—		—
1328	VITO CAPPELLO		5,502		*		5,502		—		—
1329	VITRAGI INVESTMENT LLC(419)		260,955		*		260,955		—		—
1330	VMRS LLC(420)		47,161		*		47,161		—		—
1331	VRAJMOHAN PARIKH		6,288		*		6,288		—		—
1332	WAQ DATA LLC(421)		18,864		*		18,864		—		—
1333	WAVERLY CAPITAL LLC(422)		6,288		*		6,288		—		—
1334	WENDY JILL WILLIAMS		4,716		*		4,716		—		—
1335	WILLIAM CHARLES AMANIERA		4,716		*		4,716		—		—
1336	WILLIAM E. JONES III		10,061		*		10,061		—		—
1337	WILLIAM E. JONES III & CAROLINE MCGEE		91,492		*		91,492		—		—
1338	WILLIAM ENG		12,576		*		12,576		—		—
1339	WILLIAM ENG & PRISCILLA ENG JT TEN		12,576		*		12,576		—		—
1340	WILLIAM LEO FANGMAN		9,432		*		9,432		—		—

Table of Contents

		Shares of Common Stock Beneficially Owned Prior to the Offering					Maximum Number of Shares to be Offered Pursuant to this		Shares of Common Stock Beneficially Owned After the Offering
No.	Name of Selling Securityholder	Number		Percent			Prospectus		Number		Percent
1341	WILLIAM PIACENTI		12,576		*			12,576		—		—
1342	WILLIAM R. STANLEY		9,432		*			9,432		—		—
1343	WOOD MEDICAL CONSULTING, PA		163,490		*			163,490		—		—
1344	WORDENS LLC(423)		1,509,139		2.9	%		1,509,139		—		—
1345	YASH & RITULA MEHNDIRATTA		37,728		*			37,728		—		—
1346	YECHEZKEL ASSAF		51,877		*			51,877		—		—
1347	YISHAI ISCHA HECHT		40,873		*			40,873		—		—
1348	YOGENDRABHAI B. BHAKTA		229,515		*			229,515		—		—
1349	YONG I. PARK		213,795		*			213,795		—		—
1350	YOSEFF HARROSH		9,432		*			9,432		—		—
1351	YOUSSEF TRUST(424)		18,864		*			18,864		—		—
1352	YURY BENIN		9,432		*			9,432		—		—
1353	YUTING JIN		2,515		*			2,515		—		—
1354	ZAHID ALI AZAMI		14,148		*			14,148		—		—
1355	ZELDA A. ZARCO REVOCABLE TRUST(425)		6,288		*			6,288		—		—
1356	ZENAB SHABBIR RANGWALA & TAIZOON MIYAJIWALA		19,650		*			19,650		—		—
1357	ZISHAN JAFFER		14,934		*			14,934		—		—
1358	PHOENIX FINANCIAL SERVICES DISTRIBUTION ACCOUNT(427)		1,532,428		3.0	%		1,532,428		—		—
	Total							41,584,562

Beneficial ownership is determined in accordance with the rules of the SEC. Applicable percentages are based on 51,431,493 shares of Common Stock outstanding as of June 8, 2026. Except as otherwise indicated in the footnotes below, the number of shares beneficially owned prior to the offering consists solely of the shares being registered for resale hereby, and the number of shares beneficially owned after the offering assumes that each Selling Securityholder sells all of the shares offered by this prospectus and acquires no additional shares of Common Stock.

* Represents beneficial ownership of less than 1% of the outstanding shares of Common Stock.

(1)	Sumit Patel holds voting and dispositive power over the shares held by 3D SPARK INVESTMENTS LLC.
(2)	Alex Cavegn holds voting and dispositive power over the shares held by A. CAVEGN, INC.
(3)	Monika Patel holds voting and dispositive power over the shares held by AARVI CAPITAL LLC.
(4)	Abhishek Lunagariya holds voting and dispositive power over the shares held by AAYU HEALTH LLC.
(5)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “25000.00”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(6)	Parul Shah holds voting and dispositive power over the shares held by ABHI ENTERPRISES INC.
(7)	David D Adams holds voting and dispositive power over the shares held by ADAMS CAPITAL HOLDINGS LLC.
(8)	Juan Carlos Toro holds voting and dispositive power over the shares held by AIRLINK DISTRIBUTION INC.
(9)	Ajay B. Ajmera holds voting and dispositive power over the shares held by AJAY B. AND AARTHI K. AJMERA TRUST.
(10)	The shares are held of record as “AKHIL KUMAR AGARWAL.” Akhil Agarwal executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.

Table of Contents

(11)	Alfred J Conan Lll holds voting and dispositive power over the shares held by ALFRED J CONAN III LIVING TRUST.
(12)	Alfred J Lehouillier holds voting and dispositive power over the shares held by THE ALFRED JOSEPH LEHOUILLIER LIVING TRUST.
(13)	Alok Vardya holds voting and dispositive power over the shares held by ALOK VARDYA LIVING TRUST DATED MAY 19TH, 2005.
(14)	Sanjay Poonia holds voting and dispositive power over the shares held by ALTA SIERRA VENTURES LLC.
(15)	Alvin Eskanazy holds voting and dispositive power over the shares held by ALVIN ESKANAZY TRUST.
(16)	Yatin Khanna holds voting and dispositive power over the shares held by ALYA CAPITAL LLC.
(17)	Michael Dazzo holds voting and dispositive power over the shares held by AMERITECH GLOBAL VENTURES LLC, MICHAEL DAZZO, MANAGING MEMBER.
(18)	Andrei Zimiles holds voting and dispositive power over the shares held by ANDREI ZIMILES REVOCABLE LIVING TRUST.
(19)	Rajan Kadakia holds voting and dispositive power over the shares held by ANIA FLP LTD.
(20)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “6288”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(21)	Manoj Karwa holds voting and dispositive power over the shares held by AP REINVENTED LLC.
(22)	Minesh U Mistry holds voting and dispositive power over the shares held by ARGUS CONSULTING GROUP LLC.
(23)	Arun Roy holds voting and dispositive power over the shares held by ARLR REALTY, LLC.
(24)	Raj Patel holds voting and dispositive power over the shares held by ARMP INVESTMENT LLC. ARMP INVESTMENT LLC has advised the Company that it is an affiliate of a registered broker-dealer.
(25)	Arav Patel holds voting and dispositive power over the shares held by ASCEND INVESTMENT MANAGEMENT LLC.
(26)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “$125,000”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(27)	Asif Awan holds voting and dispositive power over the shares held by THE ASIF AWAN LIVING TRUST.
(28)	Lisa Shapiro holds voting and dispositive power over the shares held by ASILS HOLDINGS LLC.
(29)	William Eng holds voting and dispositive power over the shares held by BAILEY ENG TRUST, TRUSTEE WILLIAM ENG.
(30)	The shares are held of record as “BARLETTA FAMILY REVOCABLE TRUST.” Robert Barletta executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(31)	Rudolph Andreas Wes Bauer holds voting and dispositive power over the shares held by BAUER LIVING TRUST.
(32)	Rudolph Andreas Wes Bauer holds voting and dispositive power over the shares held by BAUER LIVING TRUST (HOLDEN BENNETT WORLEY).
(33)	Rudolph Andreas Wes Bauer holds voting and dispositive power over the shares held by BAUER LIVING TRUST (HOLLAND GRACE WORLEY).
(34)	Rudolph Andreas Wes Bauer holds voting and dispositive power over the shares held by BAUER LIVING TRUST (HUDSON COLE WORLEY).
(35)	Bhavin Chauhan holds voting and dispositive power over the shares held by BBC HOSPITALITY GROUP LLC.
(36)	Gabriel Bensimhon holds voting and dispositive power over the shares held by BENSIMHON FAMILY TRUST.
(37)	Rohit Bhakta holds voting and dispositive power over the shares held by THE BHAKTA FAMILY TRUST.
(38)	Aaron Jonas holds voting and dispositive power over the shares held by BLUE VOLLEY LLC.
(39)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “634 shares of COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(40)	BRIAN MANCINI has advised the Company that it is an affiliate of a registered broker-dealer.

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(41)	Albert Chcoury holds voting and dispositive power over the shares held by BROADSTCP LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “COEP 4,000 shares”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(42)	Jigneshkumar Patel holds voting and dispositive power over the shares held by BRRISH LLC.
(43)	Adam Green holds voting and dispositive power over the shares held by BRYLER LLC.
(44)	Glenn Hechler holds voting and dispositive power over the shares held by BSGGH LLC.
(45)	Chandrasekhar Cherukupalli holds voting and dispositive power over the shares held by CHERUKUPALLI TRUST.
(46)	Greg Cohen holds voting and dispositive power over the shares held by COHEN FAMILY TRUST U/T/D 12/30/2008.
(47)	Arash Tirandaz holds voting and dispositive power over the shares held by COMMUNITY NATIONAL BANK CUST FBO CELINA 1844 LTD ARASH TIRANDAZ.
(48)	Keith Vaughn holds voting and dispositive power over the shares held by COMMUNITY NATIONAL BANK CUST FBO KEITH VAUGHN (ROTH IRA).
(49)	Arash Tirandaz holds voting and dispositive power over the shares held by COMMUNITY NATIONAL BANK CUST FBO TIRANDAZ INVESTMENT TRUST DTD 11/09/22.
(50)	Brent Allen holds voting and dispositive power over the shares held by CRAZY HEART, LP.
(51)	Daniel Soohoo holds voting and dispositive power over the shares held by THE DANIEL SOOHOO TRUST.
(52)	Deepak Chaudhry holds voting and dispositive power over the shares held by DARJ INVESTMENTS LLC.
(53)	Dat Vu holds voting and dispositive power over the shares held by DAT ANESTHESIA LLC.
(54)	David Berger holds voting and dispositive power over the shares held by DAVINE RISK HOLDINGS, LLC.
(55)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “8,000 shares. Common stock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(56)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “8,000 shares. Common stock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(57)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “250”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(58)	Neel Patel holds voting and dispositive power over the shares held by DEVAN PROPERTIES, LLC.
(59)	Toni Jo Portmann holds voting and dispositive power over the shares held by DIAMOND P INC.
(60)	The shares are held of record as “DIGITAL TRUST FBO CORY SLOVIK SEP IRA.” Cory Slovik executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(61)	Dilip Mistry holds voting and dispositive power over the shares held by THE DILDAX COMMUNITY PROPERTY TRUST.
(62)	Dina Patel holds voting and dispositive power over the shares held by DINA PATEL REVOCABLE LIVING TRUST.
(63)	Drae Wilson holds voting and dispositive power over the shares held by DIRECTED IRA TRUST COMPANY FBO DRAE WILSON (IRA).
(64)	Nina Grigorov holds voting and dispositive power over the shares held by DIRECTED IRA TRUST COMPANY FBO NINA GRIGOROV (IRA).
(65)	Pankaj Desai holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PANKAJ DESAI (IRA).
(66)	Andres Reyes holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANDRES REYES GONZALEZ (IRA).
(67)	Adarsh Reddy Kancharla holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ADARSH REDDY KANCHARLA (ROTH IRA).
(68)	Ajit Jacob holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AJIT JACOB (IRA).
(69)	Alexander Smith holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ALEXANDER JOSEPH SMITH ROTH IRA.
(70)	Alexander Zedlovich holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ALEXANDER ZEDLOVICH (IRA).

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(71)	Joel Desilets holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ALEXANDRA DESILETS (CUSTODIAL ROTH IRA).
(72)	Alfred J Conan Lll holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ALFRED CONAN III (ROTH IRA).
(73)	Amanda Casteel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AMANDA CASTEEL (IRA).
(74)	Amanda Casteel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AMANDA CASTEEL (SEP IRA).
(75)	Amruta Mandsaurwale holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AMRUTA MANDSAURWALE (IRA).
(76)	Amy Plenger holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AMY M. PLENGER (ROTH IRA).
(77)	Andrew Shapiro holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANDREW SHAPIRO (IRA) (NY).
(78)	Anil Bhakta holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANIL BHAKTA (ROTH).
(79)	Anilkumar C Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANILKUMAR CHUNILAL PATEL (IRA).
(80)	Anilkumar D Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANILKUMAR D. PATEL (IRA).
(81)	Anilkumar D Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANILKUMAR D. PATEL (ROTH IRA).
(82)	Annmarie Stillman holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANN MARIE STILLMAN (IRA).
(83)	Anthony Grasso holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ANTHONY GRASSO IRA.
(84)	Apti Morada holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO APTI MORADA (IRA).
(85)	Arnaldo Velez holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ARNALDO VELEZ (IRA).
(86)	Kapil Ramesh Kohli holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ARPITA KOHLI (IRA).
(87)	Ashley Courtney holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ASHLEY COURTNEY IRA. DIRECTED TRUST COMPANY FBO ASHLEY COURTNEY IRA has advised the Company that it is an affiliate of a registered broker-dealer.
(88)	Aswin Gandhi holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ASWIN GANDHI (IRA).
(89)	Sally Youssef holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO AWATEF YOUSSEF (IRA).
(90)	Bari A Latterman holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BARI A LATTERMAN (IRA).
(91)	Bhasker Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BHASKER PATEL IRA.
(92)	Bianca Battipaglia holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BIANCA BATTIPAGLIA (IRA).
(93)	Michael Branchflower holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BRANCHFLOWER, MICHAEL ROTH IRA.
(94)	Brian Jost holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BRIAN JOST (HSA).
(95)	Brian Jost holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BRIAN JOST (ROTH IRA).
(96)	Brian Lannan holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BRIAN LANNAN (IRA).
(97)	Bruce Gardner holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BRUCE GARDNER (IRA).
(98)	Byron Fischer holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO BYRON FISCHER (IRA).
(99)	Carl J Smith holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO CARL SMITH (SEP IRA).
(100)	Carolyn Stowe holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO CAROLYN STOWE (IRA).

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(101)	Cason Beatty holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO CASON BEATTY (ROTH IRA).
(102)	Chandrasekhar Cherukupalli holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO CHANDRASEKHAR CHERUKUPALLI IRA.
(103)	David Ally holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DAVID ALLY (IRA).
(104)	David Tordjman holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DAVID TORDJMAN (IRA).
(105)	Dennis L Walsingham holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DENNIS L. WALSINGHAM (IRA).
(106)	Dharmista Parbhoo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DHARMISTA PARBHOO (ROTH IRA).
(107)	Dina Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DINA PATEL (IRA).
(108)	Dina Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DINA PATEL (ROTH IRA).
(109)	Donald Johnson holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DONALD JOHNSON (IRA).
(110)	Donald D. Manthe holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DONALD MANTHE IRA. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “19 Shares of COEP common stock as individual”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(111)	Dwyne Philippin holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO DWYNE PHILIPPIN (IRA).
(112)	Edward Faas holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO EDWARD FAAS (IRA).
(113)	Edward Faas holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO EDWARD FAAS (ROTH IRA).
(114)	Edward Generelli holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO EDWARD GENERELLI (IRA).
(115)	Orville E Elliott holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ELLIOTT, ORVILLE (IRA).
(116)	Gabriel Migdal holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO GABRIEL MIGDAL (IRA).
(117)	Gautam Desai holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO GAUTAM DESAI (IRA).
(118)	Gerald Dougherty holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO GERALD DOUGHERTY (IRA).
(119)	Gurmala Kaur Thompson holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO GURMALA THOMPSON (IRA).
(120)	Hassan Natha holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO HASSAN NATHA (ROTH IRA).
(121)	Hemal Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO HEMAL PATEL (INH IRA).
(122)	Hemang Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO HEMANG PATEL (IRA).
(123)	Joel Desilets holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ISABELLA DESILETS (CUSTODIAL ROTH IRA).
(124)	Jalen Joseph David Wilson holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JALEN WILSON (SEP IRA).
(125)	James A McCauley holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JAMES MCCAULEY (IRA).
(126)	James O'Halloran holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JAMES O'HALLORAN (IRA).
(127)	Jason Bright holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JASON BRIGHT (ROTH IRA).
(128)	Jason Furgala holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JASON FURGALA (IRA).
(129)	Jeffrey Coulter holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JEFFREY COULTER (IRA).
(130)	Jeffrey Stowe holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JEFFREY STOWE (IRA).

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(131)	Jennifer Singleton holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JENNIFER SINGLETON (INH IRA).
(132)	Jerome Resker holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JEROME RESKER (IRA).
(133)	Jiten Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JITEN PATEL (IRA).
(134)	John Amato holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JOHN AMATO (IRA). DIRECTED TRUST COMPANY FBO JOHN AMATO (IRA) has advised the Company that it is an affiliate of a registered broker-dealer.
(135)	Maddanna Jollu holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JOLLU, MADDANNA (SEP IRA).
(136)	Jonathan Rothschild holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JONATHAN ROTHSCHILD (INH IRA).
(137)	Joseph Rizzuto holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JOSEPH RIZZUTO IRA.
(138)	Julianne F Jost holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO JULIANNE JOST (ROTH IRA).
(139)	Karen Vacek holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KAREN VACEK (IRA).
(140)	Karishma Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KARISHMA PATEL (IRA).
(141)	Kathy Branchflower holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KATHY BRANCHFLOWER (ROTH IRA).
(142)	Kathy Partsinevelos holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KATHY PARTSINEVELOS (IRA).
(143)	Kevin Chauvette holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KEVIN CHAUVETTE (IRA).
(144)	Kevin Chauvette holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KEVIN CHAUVETTE (ROTH IRA).
(145)	Khurram Shahzad holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KHURRAM SHAHZAD (IRA).
(146)	Molly Kreisher holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO KREISHER, MOLLY (IRA).
(147)	Laurie Oakes holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO LAURIE OAKES (IRA). DIRECTED TRUST COMPANY FBO LAURIE OAKES (IRA) has advised the Company that it is an affiliate of a registered broker-dealer.
(148)	Lisa Shapiro holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO LISA SHAPIRO (IRA).
(149)	Mahek Bhargava holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MAHEK BHARGAVA (ROTH IRA).
(150)	Arup Maitra holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MAITRA, ARUP (IRA).
(151)	Vanita Maitra holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MAITRA, VANITA (IRA).
(152)	Maksim Sherman holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MAKSIM SHERMAN (ROTH IRA).
(153)	Manav Suri holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MANAV SURI (HSA).
(154)	Manish Jain holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MANISH JAIN (IRA).
(155)	Manish Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MANISH PATEL (TX) (IRA).
(156)	Marc Alaia holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MARC ALAIA (ROTH IRA).
(157)	Mark Dante holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MARK A. DANTE (IRA).
(158)	Meen Handa holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MEENA HANDA (ROTH IRA).
(159)	Melissa Jost holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MELISSA JOST (ROTH IRA).
(160)	Melissa Trombly holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MELISSA TROMBLY (IRA).

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(161)	Michael Mayo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MICHAEL MAYO (IRA).
(162)	Laurie A. O'sullivan holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MICHAEL T. O'SULLIVAN (IRA).
(163)	Akhil Morada holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO MORADA, AKHIL IRA.
(164)	Naresh B. Parbhoo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NARESH PARBHOO (ROTH IRA).
(165)	Neal Shindel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NEAL M. SHINDEL (IRA).
(166)	Nicholas Mancini holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NICHOLAS MANCINI IRA.
(167)	Nick Laterza holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NICK LATERZA (IRA).
(168)	Nimesh B. Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NIMESH B. PATEL (IRA).
(169)	Niranjan Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO NIRANJAN PATEL (IRA).
(170)	Parul Acharya holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PARUL ACHARYA (IRA).
(171)	Hinaben A Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PATEL, HINABEN, A. (IRA).
(172)	Patricia S Grabill holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PATRICIA GRABILL (IRA).
(173)	Patricia S Grabill holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PATRICIA GRABILL (ROTH IRA).
(174)	Preethi Gali holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PREETHI GALI (IRA).
(175)	Preethi Gali holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO PREETHI GALI (ROTH IRA).
(176)	Rachel Faas holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RACHEL FAAS (IRA).
(177)	Rajani Pudipeddi holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RAJANI PUDIPEDDI (SEP IRA).
(178)	Rajesh Bhargava holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RAJESH BHARGAVA (ROTH IRA).
(179)	Rakesh Desai holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RAKESH DESAI (IRA).
(180)	Ralph Cuomo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RALPH CUOMO (SEP IRA).
(181)	Ramesh Kumar Adiraju holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RAMESH ADIRAJU (IRA).
(182)	Richard Walker holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RICHARD WALKER (IRA). The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “10 shares of Coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(183)	Rishad Alikhan holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RISHAD ALIKHAN (IRA).
(184)	Robert Walker holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ROBERT WALKER (IRA).
(185)	Ross Miller holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO ROSS MILLER (IRA).
(186)	Ruth Beck holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO RUTH BECK (ROTH IRA).
(187)	Sachin Kadam holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SACHIN KADAM.
(188)	Saivijay Gali holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SAIVIJAY GALI (IRA).
(189)	Saivijay Gali holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SAIVIJAY GALI (ROTH IRA).
(190)	Sapna Kumari holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SAPNA KUMARI (IRA).

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(191)	Satyen Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SATYEN PATEL (IRA).
(192)	Neil Schultz holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SCHULTZ, NEIL IRA.
(193)	Scott Inzelbuch holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SCOTT INZELBUCH (IRA).
(194)	Sharon J Swainbank holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SHARON SWAINBANK (ROTH IRA).
(195)	Shelley Melrose holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SHELLEY MELROSE (IRA).
(196)	Sravya Kavuri holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SRAVYA KAVURI (IRA).
(197)	Stella Davidi holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO STELLA DAVIDI (IRA).
(198)	Stephen Benjamin holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO STEPHEN BENJAMIN (IRA).
(199)	Steven Sconzo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO STEVEN SCONZO (IRA).
(200)	Sunil K. Handa holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SUNIL K. HANDA (ROTH IRA).
(201)	Swati Malik holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO SWATI MALIK (ROTH IRA).
(202)	Ted Caputo holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO TED CAPUTO (IRA).
(203)	Thomas Jones holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO THOMAS JONES (IRA).
(204)	Todd Kreisher holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO TODD KREISHER (IRA).
(205)	Todd Sanders holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO TODD SANDERS (SEP IRA).
(206)	Umesh Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO UMESH B PATEL (IRA).
(207)	Valerie Seid holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO VALERIE SEID (IRA).
(208)	Veenisha Patel holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO VEENISHA PATEL (IRA).
(209)	Vijay Kumar Gorintala Subbanna holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO VIJAY KUMAR GORINTALA SUBBANNA (IRA). The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “31440”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(210)	Vincent Lanteri holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO VINCENT LANTERI (IRA).
(211)	Vinod Dadhania holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO VINOD DADHANIA (IRA).
(212)	Wesley VoShon Moore holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO WESLEY MOORE (IRA).
(213)	William K. Frazier holds voting and dispositive power over the shares held by DIRECTED TRUST COMPANY FBO WILLIAM FRAZIER (IRA).
(214)	Rahul Dixit holds voting and dispositive power over the shares held by DIXIT LIVING TRUST.
(215)	Minesh Patel holds voting and dispositive power over the shares held by DKMP LLC MGMT.
(216)	Jeffrey Davis holds voting and dispositive power over the shares held by DL CAPITAL HOLDINGS, LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “7000 coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(217)	Kunal Lalwala holds voting and dispositive power over the shares held by DMG INVESTMENTS LLC.
(218)	Paul Padovani holds voting and dispositive power over the shares held by DOLORES DEPAOLI TRUST. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “500 coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(219)	DOMINICK JOHN RASO has advised the Company that it is an affiliate of a registered broker-dealer.
(220)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “19 Shares of COEP common stock as individual”); such securities are not reflected in the share amounts shown above and are subject to confirmation.

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(221)	Shilpa holds voting and dispositive power over the shares held by DSK INVESTMENTS LLC.
(222)	Jordan Davis holds voting and dispositive power over the shares held by E & J LEGACY INVESTMENTS, LLC.
(223)	Eddie R. Fischer holds voting and dispositive power over the shares held by EDDIE R FISCHER REVOCABLE TRUST DTD 1-24-75. EDDIE R FISCHER REVOCABLE TRUST DTD 1-24-75 has advised the Company that it is a registered broker-dealer and did not receive the shares as compensation for investment banking services.
(224)	The shares are held of record as “EDINA C ALLEN REVOCABLE LIVING TRUST.” Brent Allen executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares. This holding should be confirmed to ensure the questionnaire covers the shares titled in the trust/estate name.
(225)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “5000 shares of COEP common stock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(226)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “39000 shares”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(227)	Milankumar S Chakrabarty holds voting and dispositive power over the shares held by FEINGOLD MORGAN SANCHEZ TRUST CUST FOR CHAKRABARTY, MILANKUMAR (IRA).
(228)	Manish M Patel holds voting and dispositive power over the shares held by FEINGOLD MORGAN SANCHEZ TRUST CUST FOR MANISH M. PATEL (IRA).
(229)	Richard Walker holds voting and dispositive power over the shares held by FEINGOLD MORGAN SANCHEZ TRUST CUST FOR RICHARD WALKER (SIMPLE IRA). The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “10 shares of Coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(230)	Adam Jernow holds voting and dispositive power over the shares held by FREEDOM FERRY LLC.
(231)	The shares are held of record as “FRIEDMAN & SAIYED CPAS LLP.” Rehman Saiyed executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(232)	Sandip Patel holds voting and dispositive power over the shares held by FRONTAGE GROUP LLC.
(233)	Francisco Pernas holds voting and dispositive power over the shares held by FUSION HOLDINGS GROUP.
(234)	Rishad Alikhan holds voting and dispositive power over the shares held by GALILEO PROPERTIES LLC.
(235)	Sunil K. Handa holds voting and dispositive power over the shares held by GANESH AND LAXMI INC.
(236)	Gary And/or Darlene Heihn holds voting and dispositive power over the shares held by GARY D HEIHN AND DARLENE C HEIHN REVOCABLE TRUST.
(237)	Brian Gibson holds voting and dispositive power over the shares held by GC OF FAYETTEVILLE, INC.
(238)	Mayer Weinstock holds voting and dispositive power over the shares held by GEFEN ESTATES, LLC.
(239)	Nilesh C Patel holds voting and dispositive power over the shares held by GIRNAR LLC.
(240)	Gregg Ruffalo holds voting and dispositive power over the shares held by GREGG A RUFFALO AND REINIE M RUFFALO JOINT REVOCABLE TRUST.
(241)	Group10 Holdings, LLC. Adam K. Wasserman holds voting and dispositive power over the shares held by Group10 Holdings, LLC. The 200,000 shares being registered for resale were issued to the holder as compensation for services provided to the Company as an independent contractor; the holder has therefore had a material relationship with the Company within the past three years. The shares beneficially owned prior to the offering also include 81,937 shares of Common Stock that are not being registered for resale and that the holder will continue to beneficially own after the offering.
(242)	Gabriel Alvarez holds voting and dispositive power over the shares held by GSC CAPITAL HOLDINGS LLC.
(243)	Raj Pranav holds voting and dispositive power over the shares held by HIGHGLOW WATCHES LLC.
(244)	Mayank C Patel holds voting and dispositive power over the shares held by HILLSIDE PEDIATRICS PC DEFINED BENEFIT PLAN.
(245)	Jagbir Hooda holds voting and dispositive power over the shares held by THE HOODA FAMILY REVOCABLE TRUST, JAGBIR HOODA TRUSTEE.
(246)	Yechiel Michael Wiesel holds voting and dispositive power over the shares held by HRG RISK SOLUTION LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “100 COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(247)	Hillel Trope holds voting and dispositive power over the shares held by HST HOLDINGS LLC.
(248)	Dipesh Patel holds voting and dispositive power over the shares held by INFINITY CAROLINAS INVESTMENT 2 LLC.
(249)	Robert Walker holds voting and dispositive power over the shares held by INVIKTUS INVESTMENT GROUP.
(250)	Hemal Patel holds voting and dispositive power over the shares held by IREVCAP LLC.

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(251)	IZET ZABELAJ has advised the Company that it is an affiliate of a registered broker-dealer.
(252)	Soon Yong Jung holds voting and dispositive power over the shares held by J FIVE LLC.
(253)	Christopher Jones holds voting and dispositive power over the shares held by JACCC CAPITAL LLC.
(254)	Manish Jain holds voting and dispositive power over the shares held by THE JAIN FAMILY TRUST DATED AUGUST 18, 2020.
(255)	James Edward Wood III holds voting and dispositive power over the shares held by JAMES EDWARD WOOD, III TRUST UNDER AGREEMENT DATED FEBRUARY 19, 2015.
(256)	Jason Leone holds voting and dispositive power over the shares held by JASON E. LEONE (IRA) (AXOS CLEARING CUSTODIAN).
(257)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “11000 share ZSquared”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(258)	Daniel Amaniera holds voting and dispositive power over the shares held by JAX & KISS LLC.
(259)	JAY A. SHAH has advised the Company that it is an affiliate of a registered broker-dealer.
(260)	Ashok D. Shah holds voting and dispositive power over the shares held by JAY JAMUNA LLC.
(261)	The shares are held of record as “JAYLEN & MANES PATEL.” Manes Patel executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(262)	Dharmendrakumar K Patel holds voting and dispositive power over the shares held by JD PROINVESTORS LLC.
(263)	Donald Durando holds voting and dispositive power over the shares held by JD SUMMIT, INC. JD SUMMIT, INC. has advised the Company that it is an affiliate of a registered broker-dealer.
(264)	John Kuhn holds voting and dispositive power over the shares held by JF KUHN HOLDINGS LLC.
(265)	Jignesh Shah holds voting and dispositive power over the shares held by JIGNESH SHAH FAMILY LP.
(266)	Jon Krumerman holds voting and dispositive power over the shares held by JILL ACHSEN FLP LANGOSTIA LLC.
(267)	Lynn Jerath holds voting and dispositive power over the shares held by JITENDRA B PATEL LIVING TRUST DATED SEPTEMBER 4TH, 1997.
(268)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “82”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(269)	Joshua Rubinger holds voting and dispositive power over the shares held by JOSH RUBINGER FBO SAM RUBINGER UTMA. JOSH RUBINGER FBO SAM RUBINGER UTMA has advised the Company that it is an affiliate of a registered broker-dealer.
(270)	JOSHUA ISAACSON RUBINGER has advised the Company that it is an affiliate of a registered broker-dealer.
(271)	Rahat Kamal holds voting and dispositive power over the shares held by KAMAL EQUITY COMPANY LLC.
(272)	Shail Maheshwari holds voting and dispositive power over the shares held by KANIZA HOLDINGS, LTD.
(273)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “6288”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(274)	Karen Allison Wolin holds voting and dispositive power over the shares held by KAREN ALLISON WOLIN TRUST.
(275)	The shares are held of record as “KAREN LYON TOD DEBBIE PELLEGRINO.” Karen Lyon executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(276)	Karen Allison Wolin holds voting and dispositive power over the shares held by KAREN WOLIN TRUST.
(277)	Kaushal B. Nanvati holds voting and dispositive power over the shares held by KAUSHAL B. NANAVATI (CORE4 401K PLAN).
(278)	William Eng holds voting and dispositive power over the shares held by KENNETH ENG TRUST, TRUSTEE WILLIAM ENG.
(279)	Kieran Loughran holds voting and dispositive power over the shares held by KIERAN LOUGHRAN, TRUSTEE OF THE PETER LOUGHRAN IRREVOCABLE TRUST D.T.D 4/30/2025.
(280)	Paul D Pizzuti holds voting and dispositive power over the shares held by KINGDOM TRUST COMPANY FBO PAUL D PIZZUTI (ROTH IRA).

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(281)	Paul Padovani holds voting and dispositive power over the shares held by KINGDOM TRUST COMPANY FBO PAUL PADOVANI (SEP IRA). The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “500 coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(282)	Binit J Shah holds voting and dispositive power over the shares held by KINGSTON NV MANAGEMENT LLC.
(283)	Kevin Chauvette holds voting and dispositive power over the shares held by THE KM CHAUVETTE TRUST, KEVIN CHAUVETTE TRUSTEE.
(284)	Kundanlal S Patel holds voting and dispositive power over the shares held by KP FAMILY TRUST.
(285)	Emilie Porter holds voting and dispositive power over the shares held by KPC ENTERPRISE LLC.
(286)	Paresh Patel holds voting and dispositive power over the shares held by KRISHNA CAPITAL LTD.
(287)	kARL R. Pielmeier JR. holds voting and dispositive power over the shares held by KSP RENTAL LLC.
(288)	Dharmendrakumar K Patel holds voting and dispositive power over the shares held by LAXMI KISHAN LLC.
(289)	Jonathan Reusch holds voting and dispositive power over the shares held by LIFE BY DESIGN INVESTMENTS LLC.
(290)	LILA RUBINGER NY UTMA JOSHUA I RUBINGER CUST has advised the Company that it is an affiliate of a registered broker-dealer.
(291)	Louis Griseta holds voting and dispositive power over the shares held by LOUIS W. GRISETA REVOCABLE TRUST DATED FEBRUARY 2, 2023.
(292)	Fuad Alkhoury holds voting and dispositive power over the shares held by LUNDB, LLC.
(293)	The shares are held of record as “M.T.H. HOLDINGS VI LLC TARA AVALLONE, TRUSTEE.” Tara Avallone executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(294)	Ricky Patel holds voting and dispositive power over the shares held by MAANU INVESTMENT LLC.
(295)	Lakshmanan Maddy holds voting and dispositive power over the shares held by MADDY FAMILY LIVING TRUST.
(296)	Pamela Aguiling holds voting and dispositive power over the shares held by MAGNETIC ASSETS LLC.
(297)	Srinath Pai Kasturi holds voting and dispositive power over the shares held by MAHALASA LLC.
(298)	Joshua Mandel holds voting and dispositive power over the shares held by MANDEL ABSOLUTE RETURN FUND LP.
(299)	Jeffrey Allard holds voting and dispositive power over the shares held by MANOMED NET INC PENSION PLAN FBO JEFFREY C ALLARD.
(300)	The shares are held of record as “MARGARET & HERMAN ZUCATTI.” Herman & Margaret Zucatti executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(301)	Mariah Brown holds voting and dispositive power over the shares held by MARIAH BROWN LIVING TRUST.
(302)	Mark Herbert holds voting and dispositive power over the shares held by MARK HERBERT FAMILY REVOCABLE TRUST DTD 05/23/2007 MARK HERBERT TRUSTEE.
(303)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “3500 COEP individual account, 3500 COEP IRA”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(304)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “2590 shares of ZSQR common dtock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(305)	Mark Marsicovetere holds voting and dispositive power over the shares held by MARSILUNA FAMILY TRUST.
(306)	William Martin holds voting and dispositive power over the shares held by MARTIN FAMILY TRUST DTD 7/27/2018.
(307)	Michael Bradley holds voting and dispositive power over the shares held by MB DETAILING LLC.
(308)	Uplekh Purewal/ Miteswar Purewal holds voting and dispositive power over the shares held by MBHEHR, LLC.
(309)	Jatin Mehta holds voting and dispositive power over the shares held by MEHTA ENTERPRISES INC.
(310)	Andrew Schell holds voting and dispositive power over the shares held by MIAMI BUCKEYES, LLC.

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(311)	Michael Napolitano holds voting and dispositive power over the shares held by MICHAEL R NAPOLITANO AND DENISE L NAPOLITANO JOINT REVOCABLE TRUST DTD 03/11/2013.
(312)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “12,576”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(313)	Anil Mohan Patel holds voting and dispositive power over the shares held by MILFORD HOSPITALITY LLC.
(314)	Mital Patel holds voting and dispositive power over the shares held by MITAL HOLDINGS LLC.
(315)	The shares are held of record as “MITCHELL & ILENE SLOVIK.” Mitchell Slovik executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(316)	Michael Ciasulli holds voting and dispositive power over the shares held by MJC CONSULTING GROUP LLC.
(317)	Manish Vakil holds voting and dispositive power over the shares held by MNSS MANAGEMENT INC.
(318)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “100 shares of Zsqr common stocks”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(319)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “200K”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(320)	Cason Beatty holds voting and dispositive power over the shares held by MXVEE CAPITAL PARTNERS, LLC.
(321)	Vimal Patel holds voting and dispositive power over the shares held by MYA HOTELS LLC.
(322)	Nihar Patel holds voting and dispositive power over the shares held by NAP CONSULTING LLC.
(323)	Neha Puri holds voting and dispositive power over the shares held by NEHA PURI LLC.
(324)	Nimesh Shah holds voting and dispositive power over the shares held by NIMESH A. SHAH REVOCABLE TRUST DTD 09/10/03.
(325)	Nina Grigorov holds voting and dispositive power over the shares held by NINA D. GRIGOROV LIVING TRUST.
(326)	Nimit Patel holds voting and dispositive power over the shares held by NP2 MANAGEMENT GROUP LLC.
(327)	Pravin Parikh holds voting and dispositive power over the shares held by OM GROCERIES INC, PRAVINCHANDRA MANHARIAL PARIKH, OWNER.
(328)	Deven Parlikar holds voting and dispositive power over the shares held by PARDEV HOLDINGS LLC.
(329)	Medha Parlikar holds voting and dispositive power over the shares held by PARMED HOLDINGS LLC.
(330)	Jiten Patel holds voting and dispositive power over the shares held by PATEL FAMILY TRUST.
(331)	Hasmukhbhai Patel holds voting and dispositive power over the shares held by PATEL H J FAMILY TRUST.
(332)	Alexander Pagliuca holds voting and dispositive power over the shares held by THE PATRICIA PAGLIUCA TRUST FBO ALEXANDER PAGLIUCA.
(333)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “27 shares COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(334)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “27 shares COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(335)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “500 coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(336)	Christopher Paulius holds voting and dispositive power over the shares held by PAULIUS CAPITAL LLC.
(337)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “400”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(338)	Marissa Mathe holds voting and dispositive power over the shares held by PICCIOTTO FAMILY INVESTMENT TRUST DTD 9/5/24.
(339)	Mukesh Singh holds voting and dispositive power over the shares held by PMSINGH CORP.
(340)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “56,593”); such securities are not reflected in the share amounts shown above and are subject to confirmation.

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(341)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “11004”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(342)	Sandhya Dhanampally holds voting and dispositive power over the shares held by PRAVI LLC.
(343)	Naresh Patel holds voting and dispositive power over the shares held by PREM LLC.
(344)	Joshua Blair holds voting and dispositive power over the shares held by PRO FINANCE SERVICES LLC.
(345)	1 holds voting and dispositive power over the shares held by PROPERTY MATTERS, LLC.
(346)	Rukmin Trivedi holds voting and dispositive power over the shares held by QUIP GLOBAL INC.
(347)	Rajesh Bhargava holds voting and dispositive power over the shares held by RAJESH AND MANISHA BHARGAVA REVOCABLE TRUST.
(348)	Jagadishbhai Patel holds voting and dispositive power over the shares held by RAJYOGI INVESTMENT LLC.
(349)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “50000”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(350)	Rakesh Malik holds voting and dispositive power over the shares held by RAKESH MALIK LIVING TRUST, DATED SEPTEMBER 27TH, 2019.
(351)	Ramesh K Jain holds voting and dispositive power over the shares held by RAMESH K. JAIN TRUSTEE, THE RAMESH K. JAIN TRUST DATED MARCH 2, 2020.
(352)	Tommy Lau holds voting and dispositive power over the shares held by REDINGTON GROUP, LLC.
(353)	Reed Alan Pulver holds voting and dispositive power over the shares held by REED PULVER TRUST.
(354)	Retail Sparks, Inc. The shares being registered for resale were issued to the holder as compensation for investor-relations and marketing services provided to the Company; the holder has therefore had a material relationship with the Company within the past three years. The natural person holding voting and dispositive power over the shares held by Retail Sparks, Inc. is Krishan Arora, to be confirmed.
(355)	Prem Gogia holds voting and dispositive power over the shares held by RG PARTNERS, LLC.
(356)	Jason Luebbers holds voting and dispositive power over the shares held by RHINO PAPER LLC.
(357)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “62,881 shares ZSQR common stock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(358)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “COEP 1500 common”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(359)	The shares are held of record as “RICHARD KIM & CYNTHIA ZIN SHEUNG FUNG KIM.” Cynthia Kim executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(360)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “600 shares COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(361)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “10 shares of Coep”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(362)	Ryan Featherston holds voting and dispositive power over the shares held by RL3 VENTURES LLC.
(363)	Robert Toroussian holds voting and dispositive power over the shares held by ROBERT & TALINE TOROUSSIAN FAMILY TRUST.
(364)	ROBERT & VICKI RITCHIE has advised the Company that it is an affiliate of a registered broker-dealer.
(365)	Robert Zarco holds voting and dispositive power over the shares held by ROBERT ZARCO REVOCABLE TRUST.
(366)	Philip J DeMarco holds voting and dispositive power over the shares held by ROBIN RYAN ESTATE, PHILIP J. DEMARCO EXECUTOR.
(367)	The shares are held of record as “THE RONALD L. AND GRACE M. REUSCH LIVING TRUST, DATED SEPTEMBER 23,2019.” Ronald Reusch executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(368)	The shares are held of record as “ROSS W CROSSLEY TOD GEORGIA DUNAGAN.” Georgia Dunagan executed the Selling Securityholder questionnaire and holds voting and dispositive power over the shares.
(369)	Shobha Gupta holds voting and dispositive power over the shares held by RSMT INVESTMENTS LLC.
(370)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “14148”); such securities are not reflected in the share amounts shown above and are subject to confirmation.

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(371)	Sayed T Hussain holds voting and dispositive power over the shares held by S.T.H. CARDIOVASCULAR CONSULTING, LLC CASH BALANCE PLAN.
(372)	Vanita Aggarwal, Trustee holds voting and dispositive power over the shares held by THE SACHIN AND VANITA AGGARWAL TRUST.
(373)	Mithun Samani Mohan holds voting and dispositive power over the shares held by SAMANI FAMILY TRUST.
(374)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “22008”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(375)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “10”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(376)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “10”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(377)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “4,622 shares of ZSQR stock”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(378)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “$100,000”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(379)	Ryan K Neal holds voting and dispositive power over the shares held by SASSIBRIONUS LLC.
(380)	Taylor Ryan Schaible holds voting and dispositive power over the shares held by SCHAIBLE ENTERPRISES LLC.
(381)	Sandeep Dave holds voting and dispositive power over the shares held by SDAK INVESTMENT PROPERTIES LLC.
(382)	SEAN MICHAEL MCKENNA has advised the Company that it is an affiliate of a registered broker-dealer.
(383)	Mark Alhadeff holds voting and dispositive power over the shares held by SEAN MIRMELLI LIVING TRUST, DATED JUNE 10, 2020, AS AMENDED.
(384)	Harshad Lakhani holds voting and dispositive power over the shares held by SEPA LLC.
(385)	Rupang Shah holds voting and dispositive power over the shares held by THE SHAH LIVING TRUST DATED AUGUST 24, 2022.
(386)	Sunil Arora holds voting and dispositive power over the shares held by SHELFWORTH, LLC.
(387)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “6288”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(388)	Vijay Kumar Gorintala Subbanna holds voting and dispositive power over the shares held by SIRI LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “31440”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(389)	Jennifer Singleton holds voting and dispositive power over the shares held by SIXTH SON HOLDINGS, LLC.
(390)	Shalin Shah holds voting and dispositive power over the shares held by SKRIBE INVESTMENT PROPERTIES LLC.
(391)	Syed Waheeb Rizvi holds voting and dispositive power over the shares held by SNF INVESTMENTS LLC.
(392)	Jeffrey C Lamparski holds voting and dispositive power over the shares held by SOUTH BEACH LAND TRUST LLC.
(393)	Blair Hoff holds voting and dispositive power over the shares held by SOUTH PAW INVESTING LLC.
(394)	Hemang Patel holds voting and dispositive power over the shares held by SPIRE INVESTMENT MANAGEMENT LLC.
(395)	Amit Shah holds voting and dispositive power over the shares held by SSAMD LLC.
(396)	Sadia Jadoon holds voting and dispositive power over the shares held by STARRS-I, LLC.
(397)	Stephen Offerman holds voting and dispositive power over the shares held by THE STEPHEN AND MARTHA OFFERMAN REVOCABLE LIVING TRUST.
(398)	Michael Dazzo holds voting and dispositive power over the shares held by STRATEGIC BUSINESS ADVISORY LLC.
(399)	Joseph Sordi holds voting and dispositive power over the shares held by STRATEGIC SECURITY CORP.
(400)	Umesh Patel holds voting and dispositive power over the shares held by SUM INVESTMENTS LLC.

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(401)	Alexis Spitalieri holds voting and dispositive power over the shares held by SUMMER SKYE REAL ESTATE LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “40,000”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(402)	Sundeep Shah holds voting and dispositive power over the shares held by SUNSIRI GOODS, LLC.
(403)	Sunil K. Handa holds voting and dispositive power over the shares held by SUNTRADE FINANCIAL LLC.
(404)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “12576”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(405)	Sumair Jawaid holds voting and dispositive power over the shares held by SYNTAX TECHNOLOGIES, INC.
(406)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “ZSQR COMMON STOCK”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(407)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “5502 shsres of Z Squared Inc.”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(408)	Abdullwhhab Thabet holds voting and dispositive power over the shares held by TB5 LLC.
(409)	Todd Kroll holds voting and dispositive power over the shares held by TODD C. KROLL LIVING TRUST DTD 2/20/2000.
(410)	David Tordjman holds voting and dispositive power over the shares held by TORDJMAN GROUP LLC.
(411)	Ranjana Gupta holds voting and dispositive power over the shares held by TRIPLE SPARK LLC.
(412)	Charles W Greene holds voting and dispositive power over the shares held by TTCG LIVING TRUST, CHARLES W. GREENE, TRUSTEE.
(413)	Melanie Greene holds voting and dispositive power over the shares held by TTMG LIVING TRUST, MELANIE S. GREENE, TRUSTEE.
(414)	Manav Suri holds voting and dispositive power over the shares held by UNITECH DEVELOPERS INC SOLO 401K.
(415)	Richard Merck holds voting and dispositive power over the shares held by UPTOWN INVESTMENT GROUP. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “600 shares COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(416)	Avi Arora holds voting and dispositive power over the shares held by VANDELAY INVESTMENTS LLC. The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “9500”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(417)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “1700 shares of COEP”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(418)	The holder reported in its questionnaire that it owns other Z Squared or Coeptis securities (reported as “200000”); such securities are not reflected in the share amounts shown above and are subject to confirmation.
(419)	Mayurkumar Patel holds voting and dispositive power over the shares held by VITRAGI INVESTMENT LLC.
(420)	Amar Shah holds voting and dispositive power over the shares held by VMRS LLC.
(421)	Zohaib Hussain holds voting and dispositive power over the shares held by WAQ DATA LLC.
(422)	Pankaj Desai holds voting and dispositive power over the shares held by WAVERLY CAPITAL LLC.
(423)	Rahul Sood holds voting and dispositive power over the shares held by WORDENS LLC.
(424)	Sally Youssef holds voting and dispositive power over the shares held by YOUSSEF TRUST.
(425)	Zelda A. Zarco, Trustee holds voting and dispositive power over the shares held by ZELDA A. ZARCO REVOCABLE TRUST.
(426)	Christopher Calise served as a director of Coeptis Therapeutics Holdings, Inc., the Company's predecessor, until the completion of the Business Combination; accordingly, he has had a material relationship with the Company within the past three years.
(427)	Phoenix Financial Services Distribution Account. Kevin Chen holds voting and dispositive power over the shares held by Phoenix Financial Services Distribution Account. The holder has advised the Company that it is a registered broker-dealer and did not receive the shares as compensation for investment banking services.
(428)	Aaron Bedrick holds voting and dispositive power over the shares held by AEK FUND IV LLC.
(429)	Jitendra B. Patel holds voting and dispositive power over the shares held by JITENDRA B PATEL LIVING TRUST DATED SEPTEMBER 4TH, 1997.

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PLAN OF DISTRIBUTION

We are registering the Shares issuable upon exercise of the Warrants to permit the resale of the Shares by the Selling ~~Securityholders~~Securityholder from time to time after the date of this prospectus. We will not receive any proceeds from the resale of the Shares by the Selling ~~Securityholders~~Securityholder.

The Shares may be sold or distributed from time to time by the Selling ~~Securityholders~~ Securityholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The term “Selling ~~Securityholders~~Securityholder” includes donees, pledgees, transferees, or other successors in interest selling Shares received after the date of this prospectus from athe Selling Securityholder as a gift, pledge, partnership or limited liability company distribution, or other transfer. The Shares may be sold by one or more of the following methods:

●

ordinary brokers’ transactions;

●

transactions involving cross or block trades;

●

through brokers, dealers, or underwriters who may act solely as agents;

●

“at the market” into an existing market for our Common Stock;

●

in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents;

●

in privately negotiated transactions; or

●

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the Shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the Shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling ~~Securityholders~~Securityholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. A Selling Securityholder that is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain liabilities and statutory restrictions, including under Rule 10b-5 and Regulation M under the Exchange Act. ~~Certain~~The ~~of the~~ Selling ~~Securityholders~~Securityholder is ~~are~~a registered broker-~~dealers.~~dealer ~~Each of Eddie R. Fischer Revocable Trust DTD 1-24-75~~ and ~~Phoenix~~an ~~Financial~~affiliate ~~Services~~of ~~Distribution Account has advised us that it is~~ a registered broker-dealer. ~~Because~~ ~~these~~The Selling ~~Securityholders~~Securityholder are registered broker-dealers, they are, under the position of the SEC, deemed to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act with respect to the resale of their Shares. Each of these Selling Securityholders has represented to us that it received the Shares in the ordinary course of business and, at the time it acquired the ~~Shares,~~Warrants ~~did not receive the Shares~~ as compensation for investment banking ~~or other~~ services ~~and~~provided ~~had no agreements, plans, or understandings, directly or indirectly, with any person~~ to ~~distribute~~ the ~~Shares.~~Company, ~~Certain~~and ~~other Selling Securityholders have advised us that they are affiliates of registered broker-dealers. Each such Selling Securityholder~~ has represented to us that it acquired ~~the~~such ~~Shares~~securities in the ordinary course of business and that, at the time of acquisition, it had no agreements, ~~plans,~~ or understandings, directly or indirectly, with any person to ~~distribute~~ ~~the~~distribute ~~Shares~~such securities. ToBecause the ~~extent we are made aware that any such~~ Selling Securityholder ~~did~~acquired ~~not~~the ~~acquire~~Warrants ~~its~~as ~~Shares~~compensation infor ~~the~~investment ~~ordinary~~banking ~~course of~~services, ~~business~~it oris ~~had,~~not atbeing ~~the~~identified ~~time~~as ofan ~~acquisition,~~underwriter ~~any~~solely ~~such~~by ~~agreement,~~reason ~~plan,~~of orits ~~understanding,~~status weas ~~will file~~ a ~~post~~broker-~~effective~~dealer ~~amendment~~or toas ~~the registration~~an ~~statement~~affiliate of ~~which this prospectus forms~~ a ~~part~~ broker-dealer; to ~~designate~~the ~~such~~extent ~~person~~it asis otherwise deemed an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act, it will be subject to the prospectus-delivery requirements of the Securities Act.

Brokers, dealers, underwriters, or agents participating in the distribution of the Shares may receive compensation in the form of commissions, discounts, or concessions from the Selling Securityholders and/or from the purchasers of the Shares for whom such broker-dealers may act as agent. The compensation paid to any particular broker-dealer may be less than or in excess of customary commissions. Neither we nor the Selling ~~Securityholders~~Securityholder can presently estimate the amount of compensation that any agent will receive.

Except as described in this prospectus, we know of no existing arrangements between any Selling Securityholder and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the Shares.12

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Except as described in this prospectus, we know of no existing arrangements between the Selling Securityholder and any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the Shares issuable upon exercise of the Warrants.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement, or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of Shares by a Selling Securityholder, including the names of any brokers, dealers, underwriters, or agents participating in the distribution of such Shares, any compensation paid by the Selling Securityholder to any such brokers, dealers, underwriters, or agents, and any other required information.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We will pay all expenses incident to the registration of the Shares, including, without limitation, registration and filing fees, Nasdaq fees, and the fees and expenses of our counsel and our independent registered public accountants. The Selling Securityholders will bear all underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses, if any, incurred by them in disposing of the Shares. We estimate that the total expenses of the offering will be approximately $112,802.

~~Certain~~We have ofadvised the Selling ~~Securityholders,~~Securityholder ~~including~~that ~~the~~it ~~former~~is ~~members of~~required ~~BSG,~~to ~~hold~~comply ~~Shares~~with ~~that~~Regulation ~~are~~M ~~subject~~promulgated tounder the ~~lock-up~~Exchange ~~and~~Act. ~~leak-out~~With ~~restrictions~~certain exceptions, ~~under~~Regulation M precludes the ~~AFSA,~~Selling ~~which~~Securityholder, ~~among~~any ~~other~~affiliated ~~things~~purchasers, ~~prohibit~~and ~~short sales~~any ofbroker-dealer ~~our~~or ~~Common~~other ~~Stock~~person ~~and~~who ~~limit~~participates in the ~~timing~~distribution from bidding for or purchasing, ~~price~~or attempting to induce any person to bid for or purchase, ~~and~~any ~~volume~~security that is the subject of ~~resales.~~the ~~See~~distribution ~~“The~~until ~~Business~~the ~~Combination~~entire —distribution ~~Related~~is ~~Transactions~~complete.” Regulation M also prohibits any bids or purchases made in order ~~Resales~~to stabilize the price of ~~such~~a ~~Shares~~security ~~pursuant~~in toconnection ~~this~~with ~~prospectus~~the ~~remain~~distribution ~~subject~~of tothat ~~those~~security. ~~restrictions~~All toof the ~~extent~~foregoing ~~applicable~~may toaffect the ~~holder~~marketability of ~~thereof~~the Shares.

WeThis offering ~~have~~will ~~advised~~terminate on the ~~Selling~~date ~~Securityholders~~ that ~~they~~all ~~are~~Shares ~~required to~~offered ~~comply~~by ~~with~~this ~~Regulation~~prospectus Mhave ~~promulgated~~been ~~under~~sold ~~the~~by ~~Exchange Act. With certain exceptions, Regulation M precludes~~ the Selling ~~Securityholders~~Securityholder, ~~any~~ ~~affiliated purchasers, and any broker-dealer~~ or ~~other~~such earlier ~~person~~date ~~who~~on ~~participates~~which in the ~~distribution~~registration ~~from~~statement ~~bidding~~of ~~for~~which orthis ~~purchasing, or~~prospectus ~~attempting~~forms toa ~~induce~~part ~~any person to bid for or purchase, any security that~~ is ~~the~~no ~~subject~~longer ofeffective ~~the distribution until the entire distribution is complete. Regulation M also prohibits any bids~~ or ~~purchases~~available ~~made~~for ~~in order to stabilize the price of a security in connection with the distribution of that security~~use. ~~All of the foregoing may affect the marketability of the Shares.~~

~~This~~Our Common ~~offering~~Stock ~~will~~is ~~terminate~~listed on the ~~date~~Nasdaq ~~that~~Global ~~all~~Market ~~Shares~~under ~~offered~~the ~~by this~~symbol ~~prospectus~~“ZSQR.” ~~have~~On ~~been~~June ~~sold~~25, ~~by the Selling Securityholders~~2026, ~~or such earlier date on which~~ the ~~registration~~closing ~~statement~~price of ~~which~~our ~~this~~Common ~~prospectus~~Stock ~~forms~~was a$12.20 ~~part~~per ~~is no longer effective or available for use~~share.

~~Our Common Stock is listed on the Nasdaq Global Market under the symbol “ZSQR.” On June 8, 2026, the closing price of our Common Stock was $10.08 per share.~~13

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DESCRIPTION OF SECURITIES

The Shares offered by this prospectus upon exercise of the Warrants held by the Selling Securityholder are shares of our Common Stock, ~~par~~ par value $0.0001 per share. As of June 826, 2026, we had 51,~~431~~474,~~493~~ 007 shares of Common Stock and no shares of preferred stock issued ~~and~~ and outstanding, and our authorized capital stock consisted of 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. For a description of our capital stock, see “Description of Capital Stock” in our Current Report on Form 8-K filed with the SEC on April 30, 2026, which is incorporated by reference into this prospectus, and our Amended and Restated Certificate of ~~Incorporation~~ Incorporation and Second Amended and Restated Bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part. See “Incorporation of Certain Information by Reference.”

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LEGAL MATTERS

The validity of the shares of Common Stock offered by this prospectus will be passed upon for us by Zarif Law Group P.C., Asbury Park, New Jersey.

EXPERTS

The consolidated financial statements of Z Squared OpCo Inc. as of December 31, 2025 and December 31, 2024, and for each of the years then ended, incorporated by reference in this prospectus from our Current Report on Form 8-K/A, have been audited by Stephano Slack LLC, an independent registered public accounting firm, as set forth in its report thereon (which report contains an explanatory paragraph expressing substantial doubt about the ability of Z Squared OpCo Inc. to continue as a going concern). Such consolidated financial statements are incorporated by reference herein in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements, and other information about issuers, such as us, that file electronically with the SEC. The address of that website is http://www.sec.gov.

Our website address is http://www.zsquaredinc.com. There we make available, free of charge, through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. All website addresses in this prospectus are intended to be inactive textual references only.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. The registration statement, its exhibits, and the documents incorporated by reference into this prospectus and their exhibits all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete, and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or document. You may inspect a copy of the registration statement and its exhibits through the SEC’s website, as provided above.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus is part of a registration statement on Form S-1 filed pursuant to General Instruction VII of Form S-1.

We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the documents listed below (in each case, excluding any information contained therein to the extent “furnished” and not “filed”) that we have filed with the SEC under File No. 001-39669 (CIK 0001759186):

●

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026;

●

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026;

●

our Current Report on Form 8-K filed with the SEC on April 30, 2026, and our Current Report on Form 8-K/A filed with the SEC on June 1, 2026, in each case reporting the Business Combination and related transactions and including the description of our business, the audited financial statements of Z Squared OpCo Inc., and the unaudited pro forma condensed combined financial information giving effect to the Business Combination;

● our Current Reports on Form 8-K filed with the SEC on January 16, 2026, February 4, 2026, February 12, 2026, April 8, 2026, April 24, 2026, April 28, 2026, May 1, 2026, May 21, 2026, May 22, 2026, June 4, 2026 and June 426, 2026 (excluding, in each case, any information furnished under Item 2.02 or Item 7.01 and any related exhibits furnished under Item 9.01); and

●

the description of our securities set forth under the heading “Description of Capital Stock” in our Current Report on Form 8-K filed with the SEC on April 30, 2026, including any amendment or report filed for the purpose of updating that description.

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 describes the biopharmaceutical business conducted by the Company prior to the Business Combination, substantially all of which was contributed to Coeptis Holdings, Inc. and distributed to the Company’s stockholders in the Spin-Out, and includes the historical financial statements of Coeptis Therapeutics Holdings, Inc. As a result of the Business Combination, which is accounted for as a reverse merger under which Z Squared OpCo Inc. is the accounting acquirer, the operative business of the Company is the business of OpCo, and the historical financial statements of the Company are those of OpCo. Accordingly, the historical financial statements of Coeptis Therapeutics Holdings, Inc. and the related report of its independent registered public accounting firm included in the Annual Report on Form 10-K are modified and superseded for purposes of this prospectus, and you should rely on the information set forth in our Current Reports on Form 8-K filed April 30, 2026 and Form 8-K/A filed June 1, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, each of which is incorporated by reference herein. To the extent any information in the Annual Report on Form 10-K is inconsistent with information in those later-filed documents, you should rely on the later-filed documents, which modify and supersede the Annual Report on Form 10-K.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement, and all such documents filed after the date of this prospectus and prior to the termination or completion of the offering (in each case, excluding any information furnished rather than filed), shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the respective dates of filing of such documents.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a free copy of any of the documents incorporated by reference into this prospectus (other than exhibits, unless those exhibits are specifically incorporated by reference into the documents) by writing or telephoning us at the following address:

Z Squared Inc. 550 South Andrews Ave., Suite 700 Fort Lauderdale, Florida 33301 (954) 400-9994.

Exhibits to the incorporated filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into this prospectus. The documents incorporated by reference may also be accessed through our website at http://www.zsquaredinc.com.

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Z SQUARED INC.

Up to 41100,~~584,562~~000 SHARES OF COMMON STOCK

PROSPECTUS

~~[ ]~~June 26, 2026

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated costs and expenses payable by the registrant in connection with the offering of the securities being registered.

SEC registration fee	$	~~57,802~~176
Accounting fees and expenses		10,000
Legal fees and expenses		4535,000
Miscellaneous expenses		-
Total	$	~~112~~45,~~802~~176

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 102(b)(7) of the DGCL provides, generally, that the registrant’s certificate of incorporation, as amended to date, may contain a a provision eliminating or limiting the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision may not eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a ~~knowing~~ knowing violation of law, (iii) a director under section 174 of the DGCL or (iv) a director or officer for any transaction from which the director or officer derived an improper personal benefit. No such provision may eliminate or limit the liability of a director or officer for any act or omission occurring prior to the date when such provision became effective.

The registrant’s certificate of incorporation limits directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

●

for any transaction from which the director derives an improper personal benefit;

●

for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●

for any unlawful payment of dividends or redemption of shares; or

●

for any breach of a director’s duty of loyalty to the corporation or its stockholders.

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If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and the registrant’s Bylaws provide that the registrant will, in certain situations, indemnify its directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

In addition, the registrant has entered into indemnification agreements with all of the registrant’s executive officers and directors. These agreements, among other things, require the registrant to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its directors or officers or any other company or enterprise to which the person provides services at its request.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding all securities issued by the Company (or, where indicated, by Z Squared OpCo Inc.) within the three years preceding the date of this Registration Statement that were not registered under the Securities Act. Except as otherwise noted, all share numbers reflect the 20-for-1 reverse stock split effected on December 30, 2024.

Issuances in connection with, and following, the Business Combination (2026)

●

On or about April 24, 2026, Z Squared OpCo Inc. (formerly Z Squared Inc., a Wyoming corporation) issued 44,062,947 shares of OpCo common stock to BSG Series CM, LLC, a single accredited investor, in exchange for 9,800 ASIC mining machines pursuant to the Amended and Restated Asset-For-Share Exchange Agreement; in the Business Combination, such OpCo shares were converted into shares of the Company’s Common Stock, and BSG held 41,521,276 shares of the Company’s Common Stock immediately following the closing.

●

On or about April 24, 2026, the Company issued 1,000,000 shares of Common Stock to Coeptis Holdings, Inc. in connection with the retention of GEAR Therapeutics, Inc. and the related option arrangement.

●

On April 27, 2026, the Company issued 200,000 shares of Common Stock to Group 10 Holdings LLC pursuant to the Second Amendment to the Group 10 Holdings LLC consulting agreement.

●

On or about January 23, 2026, the Company entered into a Corporate Services Agreement with Moneta Advisory Partners, LLC providing for a milestone-based equity award.

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Other issuances by the Company (2023–2026)

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On August 16, 2023, the Company issued 200,000 shares of Common Stock to Deverra Therapeutics Inc. as partial consideration under the License Agreement and Asset Purchase Agreement.

●

In the October 2023 private placement, the Company issued 38,850 shares of Common Stock, Pre-Funded Warrants to purchase up to 61,150 shares, Series A Warrants to purchase up to 100,000 shares at $27.20 per share, and Series B Warrants to purchase up to 100,000 shares at $27.20 per share, for gross proceeds of $2,000,000, together with Placement Agent Warrants to purchase 6,000 shares at $28.00 per share.

●

In December 2023, the Company sold a pre-funded warrant to AMLS Holdings, LLC, which were exercised for 150,000 shares of Common Stock totalling gross proceeds of $1,200,000, and in February 2024 the Company sold a pre-funded warrant to Alamo Board Marketing, LLC, which was exercised for 300,000 shares of Common Stock totalling gross proceeds of $2,400,000.

●

In a private placement that closed in tranches between approximately June 2024 and February 6, 2025, the Company issued an aggregate of 10,000 shares of Series A Preferred Stock (stated value $1,000 per share) for aggregate gross proceeds of approximately $10,000,000; the offering included 250,000 shares of Common Stock issued to Christopher Calise, then a member of the Company’s Board of Directors, and 49,500 shares of Common Stock issued to CJC Investment Trust, an entity controlled by him. All 10,000 shares of Series A Preferred Stock converted into an aggregate of 1,250,000 shares of Common Stock during the year ended December 31, 2025.

●

Under the Standby Equity Purchase Agreement (“SEPA”) and related convertible notes with YA II PN, Ltd. (“Yorkville”), the Company issued 20,000 Commitment Shares (November 2024) and issued shares of Common Stock upon SEPA advances and note conversions, including 81,877 shares (January 2025), 165,000 shares (third quarter 2025), 60,000 shares (fourth quarter 2025), and 39,273 shares (first quarter 2026).

●

Under the Company’s 2022 Equity Incentive Plan, the Company granted options to purchase Common Stock to officers, directors, employees, and consultants, including options for 67,875 shares (January 2023, average exercise price $32.60), 15,000 shares (October 2023, $21.40), 76,750 shares (January 2024, average $12.92), 120,000 shares (June 2024, $6.20), and 87,375 shares (March 2025, average $10.52), together with stand-alone options and service-provider warrants granted outside the plan, including 100,000-share warrants at $12.00 per share and a 100,000-share option at $5.72 per share (each January 2025).

●

During the year ended December 31, 2025, the Company issued an aggregate of 362,871 shares of Common Stock for services and 187,500 shares pursuant to an asset purchase agreement, and issued warrants for services valued at approximately $824,295. During the three months ended March 31, 2026, the Company issued 330,775 shares of Common Stock in connection with an investment and 437,000 shares upon the exercise of stock options.

●

From July 2025 to September 2025, the Company sold 436,467 shares of Common Stock in a private placement for $2,500,000 in cash and $2,500,000 in promissory notes, and in December 2025 sold 260,000 shares of Common Stock to two private investors for $3,120,000 in promissory notes.

As of the date of this Registration Statement, the Company has granted restricted stock units under its 2025 Incentive Compensation Plan that remain unvested and unsettled; no shares of Common Stock have been issued upon settlement of such restricted stock units.

The offers, sales, and issuances of the securities described above were made in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, in each case as transactions by an issuer not involving any public offering. No underwriters were involved in these transactions, and the recipients represented their intention to acquire the securities for investment only and not with a view to, or for resale in connection with, any distribution thereof.

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Item 16. Exhibits.

Exhibit No.		Description
2.1**		Agreement and Plan of Merger, dated as of April 25, 2025, by and among Coeptis Therapeutics Holdings, Inc., CP Merger Sub, Inc., and Z Squared Inc. (incorporated by reference to Exhibit 2.1 in the Current Report on Form 8-K filed with the SEC on April 28, 2025).
2.2**		Limited Waiver and First Amendment to Merger Agreement, dated as of May 27, 2025 (incorporated by reference to Exhibit 2.2 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on June 26, 2025).
2.3**		Limited Waiver and Second Amendment to Merger Agreement, dated as of June 10, 2025 (incorporated by reference to Exhibit 2.3 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on June 26, 2025).
2.4**		Limited Waiver and Third Amendment to Merger Agreement, dated as of June 20, 2025 (incorporated by reference to Exhibit 2.4 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on June 26, 2025).
2.5**		Limited Waiver and Fourth Amendment to Merger Agreement, dated as of August 17, 2025 (incorporated by reference to Exhibit 2.5 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on September 12, 2025).
2.6**		Limited Waiver and Fifth Amendment to Merger Agreement, dated as of September 10, 2025 (incorporated by reference to Exhibit 2.6 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on September 12, 2025).
2.7**		Limited Waiver and Sixth Amendment to Merger Agreement, dated as of September 30, 2025 (incorporated by reference to Exhibit 2.7 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on October 3, 2025).
3.1		Amended and Restated Certificate of Incorporation of Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) (incorporated by reference to Exhibit 3.1 in the Current Report on Form 8-K filed with the SEC on November 3, 2022).
3.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation Coeptis Therapeutics Holdings, Inc. dated December 26, 2024 (incorporated by reference to Exhibit 99.1 in the Current Report on Form 8-K filed with the SEC on December 27, 2024).
3.3		Amendment to Amended and Restated Certificate of Incorporation of Z Squared Inc. (incorporated by reference to Exhibit 3.2 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
3.4		Second Amended and Restated Bylaws of Z Squared Inc. (incorporated by reference to Exhibit 3.3 in the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026).
3.5		Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (incorporated by reference to Exhibit 99.1 in the Current Report on Form 8-K filed with the SEC on June 20, 2024).
5.1*		Opinion of Zarif Law Group P.C.
10.1		Committed Equity Forward Purchase Agreement, dated as of May 29, 2026, between Z Squared Inc. and LucentHash / Data Part Capital (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on June 4, 2026).
10.2		Binding Letter of Intent, dated April 28, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.3 †		Amended and Restated Executive Employment Agreement, dated April 27, 2026, by and between Z Squared Inc. and David Halabu (incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.4 †		Amended and Restated Executive Employment Agreement, dated April 27, 2026, by and between Z Squared Inc. and Brian Cogley (incorporated by reference to Exhibit 10.7 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.5 †		Executive Employment Agreement, dated April 27, 2026, by and between Z Squared Inc. and Ryan Schadel (incorporated by reference to Exhibit 10.8 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.6 †		Employment Agreement by and between Z Squared Inc. and Michelle Burke dated June 25, 2025 (incorporated by reference to Exhibit 10.13 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).

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Exhibit No.		Description
10.7 †		Form of Independent Director Agreement (incorporated by reference to Exhibit 10.9 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.8 †		Z Squared Inc. Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.10 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.9 †		Form of Stock Option Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.12 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.10 †		Form of Restricted Stock Unit Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.13 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.11 †		Form of Restricted Stock Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.12		Indemnification Agreement by and between Z Squared Inc. and David Halabu (incorporated by reference to Exhibit 10.6 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.13		Indemnification Agreement by and between Z Squared Inc. and Adam Sohn (incorporated by reference to Exhibit 10.7 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.14		Indemnification Agreement by and between Z Squared Inc. and Bryan Fuerst (incorporated by reference to Exhibit 10.8 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.15		Indemnification Agreement by and between Z Squared Inc. and Kenneth Cooper (incorporated by reference to Exhibit 10.9 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.16		Indemnification Agreement by and between Z Squared Inc. and Michelle Burke (incorporated by reference to Exhibit 10.10 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.17		Indemnification Agreement by and between Z Squared Inc. and Brian Cogley (incorporated by reference to Exhibit 10.11 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.18		Second Amendment to the Amended and Restated Asset-For-Share Exchange Agreement, dated April 23, 2026 (incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.19		Marketing Services Agreement, dated February 24, 2026, by and between Z Squared Inc. and Fulcrum New Amsterdam LLC (d/b/a Retail Sparks) (incorporated by reference to Exhibit 10.5 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.20		First Amendment to the Amended and Restated Asset-For-Share Exchange Agreement, dated February 10, 2026 (incorporated by reference to Exhibit 10.2 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.21		Corporate Services Agreement, dated as of January 23, 2026, by and between Z Squared Inc. and Moneta Advisory Partners, LLC (including the Milestone-Based Equity Award Schedule attached as Exhibit B thereto) (incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.22 †		Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Annex C in the Registration Statement on Form S-4/A (File No. 333-288329) filed with the SEC on December 22, 2025).
10.23 #		Investor Relations Consulting Agreement, dated December 8, 2025, by and between Z Squared Inc. and MZHCI, LLC (incorporated by reference to Exhibit 10.4 in the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.24		Master Custody Services Agreement between Anchorage Digital Bank, National Association and Z Squared Inc., dated August 14, 2025 (incorporated by reference to Exhibit 10.24 in the Registration Statement on Form S-4/A (File No. 333-288329) filed with the SEC on October 3, 2025).
10.25		Master Services Agreement between Minting Dome Inc. and Z Squared Inc., dated July 26, 2025 (incorporated by reference to Exhibit 10.25 in the Registration Statement on Form S-4 (File No. 333-288329) filed with the SEC on June 26, 2025.

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Exhibit No.		Description
10.26		Amended and Restated Asset-For-Share Exchange Agreement, dated June 24, 2025, between BSG Series CM, LLC and Z Squared Inc. (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.27		Form of Voting Agreement, dated as of April 25, 2025, by and among Z Squared Inc. and certain stockholders of Coeptis (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on April 28, 2025).
10.28		Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on January 24, 2025).
10.29		Standby Equity Purchase Agreement, dated November 1, 2024, between Coeptis Therapeutics Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on November 6, 2024).
10.30		Form of Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 in the Current Report on Form 8-K filed with the SEC on November 6, 2024).
10.31		Registration Rights Agreement, dated November 1, 2024, between Coeptis Therapeutics Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 in the Current Report on Form 8-K filed with the SEC on November 6, 2024).
10.32 †		Employment Agreement between Coeptis Therapeutics, Inc. (now known as Z Squared Inc.) and David Mehalick (incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K filed with the SEC on February 25, 2022).
10.33		Binding Letter of Intent, dated June 18, 2026, by and among Z Squared Inc., Paradox Data LLC, and the Sellers party thereto (incorporated by reference to Exhibit 10.1 in the Current Report on Form 8-K filed with the SEC on June 26, 2026).
21.1		Subsidiaries of Z Squared Inc. (incorporated by reference to Exhibit 21.1 in the Current Report on Form 8-K filed with the SEC on April 30, 2026).
23.1*		Consent of Zarif Law Group P.C. (included in Exhibit 5.1).
23.2*		Consent of Stephano Slack LLC, independent registered public accounting firm.
24.1		Powers of Attorney (included on the signature page hereto)
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
107*		Filing Fee Table computed pursuant to Rule 457 based on the aggregate offering price of the Shares registered hereby.

Filed herewith.

Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

†

Indicates a management contract or compensatory plan, contract, or arrangement.

Certain information contained in this exhibit, marked by brackets or asterisks, has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon request.

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Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i), (a)(ii), and (a)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) That, for purposes of determining any liability of the registrant under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on June 926, 2026.

	Z SQUARED INC.

	By:	/s/ David Halabu
	Name:	David Halabu
	Title:	Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. David Halabu and Brian Cogley, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to sign any and all additional registration statements relating to the Registration Statement and filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent or his substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David Halabu	Chief Executive Officer and Director	June 926, 2026
David Halabu	(Principal Executive Officer)
/s/ Brian Cogley	Chief Financial Officer	June 926, 2026
Brian Cogley	(Principal Financial and Accounting Officer)
/s/ Adam Sohn	Director	June 926, 2026
Adam Sohn
/s/ Bryan Fuerst	Director	June 926, 2026
Bryan Fuerst
/s/ Kenneth Cooper	Director	June 926, 2026
Kenneth Cooper

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Filing Compare · Z Squared Inc.