Csquare, Inc.

S-11 tm264837-7_s1.htm S-1

As filed with the Securities and Exchange Commission on June 16, 2026.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as Specified in its Charter)​

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3100 Olympus Blvd., Suite 510

Coppell, TX 75019

(855) 699-8372

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)​

Spencer Mullee

Chief Executive Officer

3100 Olympus Blvd., Suite 510

Coppell, TX 75019

(855) 699-8372

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)​

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Copies to:

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities 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 we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated June 16, 2026​

Shares

This is the initial public offering of shares of common stock of Csquare, Inc., a Delaware corporation. We are offering shares of common stock. Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be between $ and $ per share. We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “CSQR”.

Following the completion of this offering, certain entities managed or controlled by Brookfield Corporation or its affiliates (collectively, “Brookfield”) will beneficially own approximately % of the voting power of our outstanding common stock. As a result, Brookfield will have the ability to determine all matters requiring approval by our stockholders and we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE and therefore will be exempt from certain corporate governance requirements of such rules. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock,” “Management—Controlled Company” and “Principal Stockholders.”

Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 21 of this prospectus.

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(1)

See “Underwriting (Conflicts of Interest)” for additional information regarding the underwriting compensation.

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At our request, the underwriters have reserved 5% of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to certain individuals identified by our executive team and certain other individuals affiliated with us. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. See “Underwriting (Conflicts of Interest)—Directed Share Program” for additional information.

We have granted the underwriters an option to purchase up to additional shares of common stock, solely to cover over-allotments, if any, from us at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission 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 underwriters expect to deliver the shares of common stock to purchasers on or about , 2026.

Jefferies J.P. Morgan RBC Capital Markets Societe Generale

Brookfield Capital Solutions CIBC Capital Markets National Bank of Canada Capital Markets PNC Capital Markets LLC

Prospectus dated , 2026