Cineverse Corp-A 美国股票招股说明书（2026年3月26日版）

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 we 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 Common 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 “prospectus 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 and 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 criminal The date of this prospectus isMarch 25, 2026 TABLE OF CONTENTS 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 only 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 Common 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 documents Unless otherwise expressly stated or the context otherwise requires, “Cineverse,” the “Company,” “we,” “us,” and “our” as usedherein refer to Cineverse Corp. and its subsidiaries. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and,in accordance with those requirements, file annual, quarterly and current reports, proxy statements and other information with the SEC. TheSEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, includingus, that file electronically with the SEC at http://www.sec.gov. Our filings with the SEC and other information concerning us are alsoavailable to the public on our website athttp://www.cineverse.com; however, the information on, or accessible through, our website is not We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “SecuritiesAct”), with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does notcontain all of the information set forth in the registration statement and its exhibits and schedules, certain parts