Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) received confirmation from the U.S. Securities and Exchange Commission that its Form S‑4 registration statement for the pending merger with Z Squared Inc. (ZSQ) is effective as of January 6, 2026. The filing provides the regulatory foundation for the transaction and authorizes the company to move forward with the planned spin‑out of its biotechnology operations and the creation of a new, Dogecoin‑focused mining entity.
The combined entity is valued at approximately $835 million, with Z Squared shareholders receiving 79 % of the new company and Coeptis shareholders retaining 21 %. The merger includes a $75 million valuation for the biotech spin‑out, which will operate as a separate, pre‑revenue entity. Coeptis has applied to list the combined company’s common stock on Nasdaq, but approval has not yet been granted; if denied, the shares will continue to trade on the OTC Markets.
The transaction represents a dramatic strategic pivot for Coeptis, shifting from a pre‑revenue biopharmaceutical focus to a cryptocurrency mining business. The move is driven by Z Squared’s established Dogecoin and Litecoin mining operations, which currently run 9,000 ASIC miners. By combining the two companies, the new entity aims to leverage Z Squared’s mining expertise while providing Coeptis with a more liquid, high‑growth platform that can attract capital and accelerate deployment of mining infrastructure.
Prior to the merger, Coeptis had struggled to generate revenue, reporting zero growth over the past three years and negative operating and net margins of –2,638 % and –2,271 %, respectively. Despite these challenges, the company maintained a strong gross margin of 73 %, reflecting the high cost of its research and development pipeline. The merger is therefore expected to replace a low‑margin, high‑risk biopharma model with a potentially higher‑margin, asset‑heavy mining operation that can generate cash flow from the sale of digital assets.
Z Squared’s operations are a key component of the combined business. The company’s 9,000 ASIC miners focus on Dogecoin and Litecoin, two cryptocurrencies that have seen growing interest but have limited public market exposure. Z Squared’s strategy of flexible energy sourcing and strategic location selection is designed to keep operating costs low and maintain competitive hash rates, positioning the new entity to capture a larger share of the mining market.
Coeptis will begin mailing definitive proxy statements to shareholders of record as of January 2, 2026, in preparation for a shareholder meeting scheduled for January 30, 2026. The proxy materials will outline the merger proposal, including the exchange ratio, the combined entity’s structure, and the anticipated closing timeline. The meeting will provide shareholders with the opportunity to approve the transaction and the spin‑out of the biotechnology unit.
Market reaction to the announcement was muted, with trading volume on January 6 falling below the 20‑day average. The modest volume reflects investor caution amid uncertainty over the Nasdaq listing outcome and the long‑term viability of a cryptocurrency‑focused business model. Nonetheless, the announcement signals a clear shift in Coeptis’s strategic direction and provides a foundation for future capital‑raising and operational execution.
The merger and SEC approval represent a significant turning point for Coeptis, offering a new growth trajectory while also introducing new risks associated with the volatile cryptocurrency market. Investors will closely monitor the upcoming shareholder vote, the finalization of the closing conditions, and the outcome of the Nasdaq listing application to assess the long‑term impact of this strategic pivot.
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