Csquare Inc美股招股说明书(2026-07-16版)

Csquare, Inc. Common Stock This is the initial public offering of shares of common stock of Csquare, Inc., a Delaware corporation. We are offering 50,000,000shares of common stock. Prior to this offering, there has been no public market for our common stock. The initial public offeringprice is $21.00 per share. Our common stock has been approved for listing on the New York Stock Exchange (the “NYSE”) underthe symbol “CSQR”. Following the completion of this offering, certain entities managed or controlled by Brookfield Corporation or its affiliates andBrookfield Wealth Solutions Ltd. or its affiliates (collectively, “Brookfield”) will beneficially own approximately 69.0% of thevoting power of our outstanding common stock. As a result, Brookfield will have the ability to determine all matters requiringapproval by our stockholders and we expect to be a “controlled company” within the meaning of the corporate governancestandards of the NYSE and therefore will be exempt from certain corporate governance requirements of such rules. See “RiskFactors—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 onpage23of this prospectus. (1)No underwriting discounts and commissions will be paid by us on 11,904,762 shares of common stock being purchased in this offering by certain entities managed orcontrolled by Brookfield Wealth Solutions Ltd. and other investors introduced to the underwriters by Brookfield. See “Underwriting (Conflicts of Interest)” foradditional information regarding the underwriting compensation. At our request, the underwriters have reserved 5% of the shares of common stock to be issued by us and offered by this prospectusfor sale, at the initial public offering price, to certain individuals identified by our executive team and certain other individualsaffiliated with us. The number of shares of common stock available for sale to the general public will be reduced to the extent theseindividuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to thegeneral public on the same basis as the other shares offered by this prospectus. See “Underwriting (Conflicts of Interest)—DirectedShare Program” for additional information. We have granted the underwriters an option to purchase up to 7,500,000 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 30days from thedate of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities 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 July 17, 2026. TD SecuritiesBMO Capital MarketsJ.P. MorganRBC Capital MarketsCIBC Capital MarketsNational Bank of Canada Capital Markets Societe GeneralePNC Capital Markets LLCWells Fargo SecuritiesScotiabank Morgan StanleyBofA SecuritiesJefferiesBrookfield Capital Solutions Prospectus dated July 15, 2026 TABLE OF CONTENTS We have not, and the underwriters have not, authorized any other person to provide you with anyinformation or to make any representations other than those contained in this prospectus or in any freewriting prospectuses we have prepared. We and the underwriters take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may provide you. We are offering tosell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales arepermitted. You should assume that the information appearing in this prospectus and any free writingprospectus prepared by us is accurate only as of their respective dates or on the date or dates which arespecified in these documents. Our business, financial condition, results of operations and prospects mayhave changed since those dates. For investors outside the United States: neither we nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus or any free writing prospectus we mayprovide to you in connection with this offering in any jurisdiction where action for that purpose is required,other than in the United States. You are required to inform yourselves about and to observe any restrictionsrelating to this offering and the distribution of this prospectus and any such free writing prospectus outsideof the United States. Through and including August 9, 2026 (the 25th day after the date of this prospectus), all dealers effectingtransactions in the common stock, whether or not participating in this offering, may be required to delive