GG Mars Capital boosts ZenaTech (ZENA) stake to 3.95M shares via debt conversion

Rhea-AI Filing Summary

GG Mars Capital, Inc. filed an amended Schedule 13D reporting its beneficial ownership of ZenaTech, Inc. common stock. The firm holds 3,951,864 shares, representing approximately 8.298% of ZenaTech's outstanding common shares, and has sole voting and dispositive power over this stake.

The position reflects investment purposes only, with no current plans for corporate actions such as mergers, asset sales, or control changes. On April 13, 2025, GG Mars Capital acquired 430,000 ZenaTech shares by converting $753,360 outstanding under a 2019 convertible line of credit at a price of $1.752 per share.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ZenaTech, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00098936T

(CUSIP Number)

Vivienne Passley
309 E Rand Road, Suite 147
Arlington Heights, IL, 60004
847-602-0264

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

02/17/2026

(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).

SCHEDULE 13D

CUSIP No. 00098936T

1

Name of reporting person

GG Mars Capital, 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)

PF

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 3,951,864.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,951,864.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,951,864.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: ZenaTech, Inc.
(c)	Address of Issuer's Principal Executive Offices: 777 HORNBY STREET, SUITE 600, VANCOUVER, BRITISH COLUMBIA, CANADA , V6Z 1S4.
Item 1 Comment: Item 1 Comment: This Schedule 13D relates to the common shares of ZenaTech Inc., a British Columbia, Canada corporation (the "Issuer"). The principal executive offices of the Issuer are located at Suite 600, 777 Hornby Street, Vancouver, British Columbia V6Z 1S4 Canada.
Item 2.	Identity and Background
(a)	GG Mars Capital, Inc. (a) This statement on Schedule 13D is filed by GG Mars Capital (the "Reporting Person") subsequent to the exercise of conversion rights under a convertible line of credit provided by the Reporting Person to the Issuer in August 2019.
(b)	(b) The Reporting Person is organized under the laws of the State of Illinois and its business address is 309 East Rand Road, Arlington Heights, IL 60004
(c)	(c) The Reporting Person is in the business of finance. (d) Information with respect to the directors, officers and controlling shareholders of the Reporting Person is set forth in Schedule A hereto and is incorporated herein by reference. However, the directors and officers of the Reporting Person disclaim beneficial ownership of any shares of the Issuer owned by the Reporting Person.
(d)	(d) During the past five years, neither the Reporting Person nor any of its directors or officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	(e) During the past five years, neither the Reporting Person nor any of its directors or officers have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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)	U.S.A.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person partially converted amounts outstanding under a line of credit provided by the Reporting Person to the Issuer in August 2019. See Section 5(c) below for more information.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Issuer's common stock for investment purposes. None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	(a) The Reporting Person holds an aggregate of 3,951,864 common shares of the Issuer, representing approximately 8.298% of the Issuer's outstanding common shares, subsequent to the acquisition of the shares described in Section 5(c) below.
(b)	(b) The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the shares.
(c)	(c) On April 13, 2025, the Reporting Person acquired 430,000 common shares of the Issuer upon the conversion of $753,360 outstanding under a convertible line of credit provided by the Reporting Person to the Issuer in August 2019 at a price of $1.752 per share.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	A. Information About Directors, Officers and Control Persons of the Reporting Person

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.

GG Mars Capital, Inc.

Signature:	Vivienne Passley
Name/Title:	President
Date:	02/17/2026

FAQ

What percentage of ZenaTech (ZENA) does GG Mars Capital now own?

GG Mars Capital beneficially owns approximately 8.298% of ZenaTech’s outstanding common shares. This represents 3,951,864 shares with sole voting and dispositive power, as disclosed in the amended Schedule 13D filing.

How many ZenaTech (ZENA) shares does GG Mars Capital hold?

GG Mars Capital holds 3,951,864 ZenaTech common shares. This stake represents about 8.298% of ZenaTech’s outstanding common stock and is held with sole voting and sole dispositive power according to the filing.

How did GG Mars Capital acquire additional ZenaTech (ZENA) shares?

On April 13, 2025, GG Mars Capital acquired 430,000 ZenaTech shares by converting $753,360 outstanding under a 2019 convertible line of credit at $1.752 per share, increasing its investment position.

What is the purpose of GG Mars Capital’s investment in ZenaTech (ZENA)?

GG Mars Capital states it acquired ZenaTech common stock for investment purposes. The filing notes it has no current plans or proposals related to major corporate actions such as mergers, asset sales, or changes in control under Items 4(a)–4(j).

Does GG Mars Capital share voting control over its ZenaTech (ZENA) shares?

No. The filing states GG Mars Capital has sole power to vote and dispose of its 3,951,864 ZenaTech shares. It reports zero shared voting power and zero shared dispositive power over this ownership position.

Was GG Mars Capital’s ZenaTech (ZENA) stake obtained through legal disputes or proceedings?

No. The filing states that during the past five years neither GG Mars Capital nor its directors or officers has been convicted in a criminal proceeding or been subject to securities law judgments or final orders affecting this ownership.