Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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).
SCHEDULE 13D
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| CUSIP No. | 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)
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| 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)
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| 6 | Citizenship or place of organization
SOUTH CAROLINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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
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| 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.
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