Z Squared Inc.

As filed with the U.S. Securities and Exchange Commission on June 26, 2026

Registration No. 333-[__]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

550 South Andrews Ave., Suite 700

Fort Lauderdale, Florida 33301

(954) 400-9994

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

David Halabu, Chief Executive Officer

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:☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

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

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

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JUNE26**, 2026**

Up to 100,000 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the selling securityholder named in this prospectus (the “Selling Securityholder”) of up to 100,000 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”), issuable upon the exercise of outstanding warrants to purchase shares of Common Stock, at an exercise price of $12.00 per share (the “Warrants”) held by the Selling Securityholder. See “Selling Securityholder” for additional information regarding the Selling Securityholder.

We are registering the Shares for resale by the Selling 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 Securityholder. We may receive up to $1,200,000 upon exercise of the option by the Selling Securityholder.

The Selling Securityholder may sell, under this prospectus, up to 100,000 shares of our Common Stock, constituting approximately 0.19% of our outstanding shares of Common Stock as of June 26, 2026 (after giving effect to the exercise of the Warrants in full). The resale of these Shares into the public market, or the perception that such resales may occur, could cause the market price of our Common Stock to decline and could impair our ability to raise capital through future sales of equity securities.

All of the Shares offered in this prospectus by the Selling 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 Shares being offered in this prospectus could result in a significant decline in the public trading price of our Common Stock.

We are registering the resale of the Shares. Our registration of the Shares does not mean that the Selling Securityholder will offer or sell any of the Shares registered for resale.

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

Our Common Stock is listed on the Nasdaq Global Market under the symbol “ZSQR.” On June 25, 2026, the Nasdaq official closing price of our Common Stock was $12.20 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.

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