Cineverse Corp-A美股招股说明书(2026-03-26版)

The selling stockholders (the “Selling Stockholders”) named herein may offer from time to time up to 21,805,701 shares of ourClass A common stock, $0.001par value per shares (the “Common Stock”), in amounts, at prices and on terms to be determined at the timeof sale. We will not receive any of the proceeds from the sale of the shares of Common Stock being sold by the Selling Stockholder, but wehave agreed to pay certain registration expenses. See “Use of Proceeds” herein. We are registering the offer and sale of these shares to satisfy registration rights we granted to the selling shareholders pursuant toagreements described under “Selling Stockholders” beginning on page 10 of this prospectus. The registration of the shares of CommonStock does not necessarily mean that the Selling Stockholders will offer or sell its shares of Common Stock. The Selling Stockholders may sell the shares of Common Stock offered hereby directly to purchasers or through underwriters,dealers, brokers or agents designated from time to time, on The Nasdaq Capital Market (“Nasdaq”) or in the over-the-counter market orotherwise. Sales of shares of Common Stock in particular offerings may be made at prices and on terms then prevailing, at prices related tothe then-current market price, at fixed prices (which may be changed) or in negotiated transactions or in any other manner as described inthe section entitled “Plan of Distribution.” To the extent required for any offering, a supplement to this prospectus (a “prospectussupplement”) will set forth the number of shares of Common Stock then being offered, the initial offering price, the names of anyunderwriters, dealers, brokers or agents and the applicable sales commission or discount. Any such prospectus supplement will also containa discussion of the material United States Federal income tax considerations relating to the Common Stock to the extent required and notcontained herein. The Common Stock is traded on Nasdaq under the symbol “CNVS.” On March 24, 2026, the last reported sale price of ourCommon Stock on Nasdaq was $2.36 per share. Investing in our Common Stock involves risks. You should carefully read and consider “Risk Factors” beginning on page7of this prospectus, in any applicable prospectus supplement, in our most recent Annual Report on Form 10-K, any additionalinformation set forth in our subsequent Quarterly Reports on Form 10-Q and in other reports we file with the Securities andExchange Commission (“SEC”) from time to time.____________________________ Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus or any applicable prospectus supplement. Any representation to the contrary is a criminaloffense. The date of this prospectus isMarch 25, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS4PROSPECTUS SUMMARY5RISK FACTORS7USE OF PROCEEDS9SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION14LEGAL MATTERS15EXPERTS15 You should rely only on the information contained in this prospectus or any applicable prospectus supplement orincorporated by reference in these documents. No dealer, salesperson or other person is authorized to give any information or torepresent anything not contained or incorporated by reference in this prospectus or any applicable prospectus supplement. Ifanyone provides you with different, inconsistent or unauthorized information or representations, you must not rely on them. Thisprospectus and any applicable prospectus supplement are an offer to sell only the securities offered by these documents, but onlyunder circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any applicableprospectus supplement is current only as of the date on the front of those documents. You should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documentsincorporated by reference in the prospectus or any applicable prospectus supplement, before making an investment decision. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration process.Under this process, the Selling Stockholders may from time to time, in one or more offerings, sell any and all of the shares of CommonStock described in this prospectus. A prospectus supplement may also add, update, or change the information contained or incorporated in this prospectus. Anyprospectus supplement will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, theinformation contained or incorporated in this prospectus. You should also read and consider the information contained in the documentsidentified under the headings “Where You Can Find More