ZeroStack (FLGC) insider reports 10% stake as note settled in tokens

Rhea-AI Filing Summary

Michael Heinrich filed an amended ownership report for ZeroStack Corp., showing beneficial ownership of 471,208 common shares, equal to 10.0% of the outstanding common shares. He holds sole voting and dispositive power over these shares.

A related entity, Zero Gravity Labs Inc., now reports ownership of 0 shares of ZeroStack. On March 31, 2026, ZeroStack entered into a Note Settlement Agreement with Zero Gravity Labs under which payment of 50,000,000 Tokens fully satisfied the principal and interest of a prior convertible promissory note, eliminating further obligations under that note.

Key Figures

Beneficial ownership: 471,208 common shares Ownership percentage: 10.0% Zero Gravity Labs ownership: 0 shares +2 more

5 metrics

Beneficial ownership 471,208 common shares Shares beneficially owned by Michael Heinrich

Ownership percentage 10.0% Portion of ZeroStack common shares held by Heinrich

Zero Gravity Labs ownership 0 shares Aggregate amount beneficially owned by Zero Gravity Labs Inc.

Token payment 50,000,000 Tokens Consideration to settle convertible promissory note under Note Settlement Agreement

Event date March 31, 2026 Date triggering the filing and Note Settlement Agreement

Key Terms

beneficially owned, sole voting power, dispositive power, Note Settlement Agreement, +2 more

6 terms

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 471,208.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"9 | Sole Dispositive Power 471,208.00 10 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Note Settlement Agreement financial

"On March 31, 2026, the Issuer entered into a note settlement agreement (the "Note Settlement Agreement") with 0G"

convertible promissory note financial

"the convertible promissory note issued to 0G pursuant to the securities purchase agreement dated September 22, 2025"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ZeroStack Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

98956L101

(CUSIP Number)

Richard Raymer
Dorsey & Whitney LLP, 66 Wellington St. W., Suite 3400
Toronto, A6, M5K 1E6
(416) 367-7370

Michael Heinrich
Zero Gravity Labs Inc., 548 Market Street, PMB 33721
San Francisco, CA, 94104
(416) 861-2267

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/31/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 98956L101

1

Name of reporting person

Heinrich Michael

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 471,208.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 471,208.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

471,208.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 98956L101

1

Name of reporting person

Zero Gravity Labs Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

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)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: ZeroStack Corp.
(c)	Address of Issuer's Principal Executive Offices: 40 King Street W., Suite 2400, Toronto, ONTARIO, CANADA , M5H 3Y2.
Item 2.	Identity and Background
(a)	i) Michael Heinrich (the "Reporting Person") ii) Zero Gravity Labs Inc., a Delaware corporation owned and controlled by the Reporting Person ("0G")
(b)	i) and ii) 548 Market Street, PMB 33721, San Francisco, CA 94104
(c)	The present occupation of the Reporting Person is Chief Executive Officer of 0G, 548 Market Street, PMB 33721, San Francisco, CA 94104. The Reporting Person is also a director and the Chairman of the Board of the Issuer as of September 20, 2025.
(d)	The Reporting Person and 0G have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person and 0G have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	i) United States ii) Delaware
Item 3.	Source and Amount of Funds or Other Consideration
	i) and ii) OO
Item 4.	Purpose of Transaction
	On March 31, 2026, the Issuer entered into a note settlement agreement (the "Note Settlement Agreement") with 0G pursuant to which the convertible promissory note issued to 0G pursuant to the securities purchase agreement dated September 22, 2025, as amended on October 9, 2025, by and between the Issuer and 0G was settled. The Note Settlement Agreement provides that upon payment by the Issuer to 0G on or before March 31, 2026 of 50,000,000 Tokens, the Issuer shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full and the Issuer shall have no further obligations under the Note and the Note shall be deemed to be satisfied.
Item 5.	Interest in Securities of the Issuer
(a)	471,208 common shares; 10.0%
(b)	i) 471,208 total sole voting and dispositive authority; 0 total shared voting and dispostive authority; Total Shares: 471,2088; Percentage - 10.0% ii) 0 sole voting and dispositive authority: 0 shared voting and dispositive authority; Total Shares: 0; Percentage - 0%
(c)	See Item 4
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Note Settlement Agreement by and between ZeroStack Corp. and Zero Gravity Labs, Inc. dated March 31, 2026
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Note Settlement Agreement by and between ZeroStack Corp. and Zero Gravity Labs, Inc. dated March 31, 2026 (incorporated by reference to Exhibit 10.3 to the Issuer's 8-K filed with the SEC on March 31, 2026) Exhibit 99.1 - Joint Filing Agreement dated April 2, 2026

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.

Heinrich Michael

Signature:	Michael Heinrich
Name/Title:	Reporting Person
Date:	04/02/2026

Zero Gravity Labs Inc.

Signature:	Michael Heinrich
Name/Title:	Director of Zero Gravity Labs Inc.
Date:	04/02/2026

FAQ

What ownership stake in ZeroStack Corp. does Michael Heinrich report?

Michael Heinrich reports beneficial ownership of 471,208 common shares of ZeroStack Corp., representing 10.0% of the company’s common shares. He has sole voting and dispositive power over this stake, with no shared authority reported in the filing.

Does Zero Gravity Labs Inc. still own ZeroStack Corp. shares?

Zero Gravity Labs Inc. now reports owning 0 shares of ZeroStack Corp., with no sole or shared voting or dispositive power. Its aggregate beneficial ownership is listed as zero, corresponding to 0% of the company’s outstanding common shares in this amendment.

What is the Note Settlement Agreement between ZeroStack and Zero Gravity Labs?

The Note Settlement Agreement between ZeroStack Corp. and Zero Gravity Labs Inc. settles a prior convertible promissory note. Upon payment of 50,000,000 Tokens by ZeroStack on or before March 31, 2026, the note’s principal and interest are deemed fully paid and satisfied.

How was the convertible promissory note between ZeroStack and Zero Gravity Labs resolved?

ZeroStack Corp. agreed to pay 50,000,000 Tokens to Zero Gravity Labs Inc. under the Note Settlement Agreement. That payment causes the entire principal and interest of the convertible promissory note to be treated as fully paid, leaving ZeroStack with no further obligations under the note.

What roles does Michael Heinrich hold with ZeroStack Corp. and Zero Gravity Labs?

Michael Heinrich is the Chief Executive Officer of Zero Gravity Labs Inc. and serves as a director and Chairman of the Board of ZeroStack Corp. as of September 20, 2025, according to the filing’s background information section.

Were there any reported legal or regulatory proceedings involving Michael Heinrich or Zero Gravity Labs?

The filing states that Michael Heinrich and Zero Gravity Labs Inc. have not been convicted in criminal proceedings and have not been parties to civil proceedings resulting in orders related to securities law violations during the past five years.