BSG Series CM, LLC ends major Z Squared Inc. (COEP) stake after share distribution

Rhea-AI Filing Summary

BSG Series CM, LLC reported that it has fully exited its large holding in Z Squared Inc. common stock. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of common stock to its members, with no cash changing hands.

After this distribution, BSG Series CM, LLC no longer beneficially owns any Z Squared Inc. shares, has no voting or dispositive power over the stock, and now holds less than five percent of the outstanding common shares. This amendment is its final ownership report under Section 13(d).

Key Figures

Shares distributed: 41,521,276 shares Post-distribution beneficial ownership: 0 shares Post-distribution ownership percentage: 0% +2 more

5 metrics

Shares distributed 41,521,276 shares Pro rata distribution of Z Squared Inc. common stock on April 30, 2026

Post-distribution beneficial ownership 0 shares BSG Series CM, LLC holdings after distribution

Post-distribution ownership percentage 0% Percent of Z Squared Inc. common stock class represented after distribution

Reporting threshold referenced 5% Threshold for Section 13(d) beneficial ownership reporting obligation

Distribution date April 30, 2026 Date on which the pro rata distribution of shares was completed

Key Terms

pro rata distribution, beneficially own, voting power, dispositive power, +2 more

6 terms

pro rata distribution financial

"the Reporting Person completed a pro rata distribution of all 41,521,276 shares"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

beneficially own financial

"the Reporting Person does not beneficially own any shares of Common Stock of the Issuer"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

voting power financial

"has no voting power or dispositive power with respect to any such shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

dispositive power financial

"has no voting power or dispositive power with respect to any such shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Section 13(d) regulatory

"the Reporting Person's obligation to file reports pursuant to Section 13(d) of the Securities Exchange Act of 1934"

Schedule 13D regulatory

"filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Z Squared Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

19207A207

(CUSIP Number)

Steven Baldassarra
211 N. Main Street,
Greenville, SC, 29601
954-263-6102

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 19207A207

1

Name of reporting person

BSG Series CM, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SOUTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed by BSG Series CM, LLC (the "Reporting Person") with the Securities and Exchange Commission on 05/04/2026 (the "Original Statement") with respect to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Z Squared Inc., a Delaware corporation (the "Issuer"). Except as specifically amended and supplemented hereby, the Original Statement remains unchanged and in full force and effect. Capitalized terms used but not defined herein have the meanings given to them in the Original Statement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Z Squared Inc.
(c)	Address of Issuer's Principal Executive Offices: 550 SOUTH ANDREWS AVE., STE #700, Fort Lauderdale, FLORIDA , 33301.
Item 4.	Purpose of Transaction
	Item 4 of the Original Statement is hereby amended and restated in its entirety as follows: On April 30, 2026 (the "Distribution Date"), the Reporting Person completed a pro rata distribution of all 41,521,276 shares of Common Stock then held by it (the "Distributed Shares") to its members, (the "Members"), in accordance with their respective percentage membership interests in the Reporting Person (the "Distribution"). No consideration was paid or received by the Reporting Person or its Members in connection with the Distribution. Following the Distribution, the Reporting Person has no further investment intent with respect to the Common Stock and does not beneficially own any shares of Common Stock of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Statement is hereby amended and restated in its entirety as follows: Following the Distribution, the Reporting Person does not beneficially own any shares of Common Stock of the Issuer and has no voting power or dispositive power with respect to any such shares.
(b)	See (a)
(c)	The Distribution, as described in Item 4 above, was the only transaction in the Common Stock effected by the Reporting Person during the 60 days prior to the date of this Amendment.
(d)	Not applicable.
(e)	As a result of the Distribution, the Reporting Person no longer beneficially owns more than five percent (5%) of the outstanding shares of Common Stock of the Issuer. Accordingly, the Reporting Person's obligation to file reports pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock is hereby terminated, and this Amendment constitutes the final report filed by the Reporting Person pursuant to Section 13(d).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Statement is hereby amended and supplemented to add the following: Following the Distribution, the Reporting Person is not party to any contract, arrangement, understanding, or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BSG Series CM, LLC

Signature:	/s/ Steven Baldassarra
Name/Title:	Steven Baldassarra, Chief Executive Officer
Date:	05/15/2026

FAQ

What change in ownership does this Schedule 13D/A report for Z Squared Inc. (COEP)?

The amendment reports that BSG Series CM, LLC no longer beneficially owns any Z Squared Inc. common stock. It previously held 41,521,276 shares but distributed them pro rata to its members on April 30, 2026, ending its status as a significant holder.

How many Z Squared Inc. (COEP) shares did BSG Series CM, LLC distribute?

BSG Series CM, LLC distributed 41,521,276 shares of Z Squared Inc. common stock. The distribution was made pro rata to its members based on their membership interests, and no consideration was paid or received in connection with this transfer of shares.

Does BSG Series CM, LLC still have voting power over Z Squared Inc. (COEP) shares?

No, BSG Series CM, LLC reports having no voting or dispositive power over any Z Squared Inc. shares. Following the pro rata distribution of 41,521,276 shares to its members, it no longer beneficially owns any common stock of the issuer.

Why is this Z Squared Inc. (COEP) Schedule 13D/A labeled as a final report?

It is a final report because BSG Series CM, LLC no longer beneficially owns more than five percent of Z Squared Inc.’s outstanding common stock. After distributing all 41,521,276 shares, its Section 13(d) reporting obligation for this issuer is terminated.

Was any cash consideration involved in the Z Squared Inc. (COEP) share distribution?

No consideration was paid or received in the distribution. BSG Series CM, LLC states that the 41,521,276 Z Squared Inc. common shares were distributed pro rata to its members, with no cash or other payment exchanged for the transferred stock.

Does BSG Series CM, LLC have any remaining agreements tied to Z Squared Inc. (COEP) securities?

No, following the distribution, BSG Series CM, LLC reports it is not party to any contract, arrangement, understanding, or relationship with any person regarding any Z Squared Inc. securities. This reinforces that its involvement with the issuer’s stock has effectively ended.