GG Mars Capital boosts ZenaTech (ZENA) stake to 4.15M shares via conversions

Rhea-AI Filing Summary

GG Mars Capital, Inc. filed an amended Schedule 13D reporting its ownership in ZenaTech, Inc. common stock. The firm now beneficially owns 4,150,516 common shares, representing approximately 5.362% of ZenaTech’s outstanding common stock, with sole voting and dispositive power over these shares.

The position reflects recent conversions of financing previously provided to ZenaTech. GG Mars Capital acquired 195,652 common shares through conversion of $314,608 outstanding under a convertible line of credit at $1.6080 per share, and also converted 200,000 preferred shares into 600,000 common shares at a three-for-one rate, and states the holdings are for investment purposes.

Key Figures

Beneficially owned shares: 4,150,516 shares Ownership percentage: 5.362% Debt converted: $314,608.00 +5 more

8 metrics

Beneficially owned shares 4,150,516 shares Common stock beneficially owned by GG Mars Capital

Ownership percentage 5.362% Percent of ZenaTech outstanding common shares

Debt converted $314,608.00 Outstanding under convertible line of credit converted to equity

Shares from debt conversion 195,652 shares Common shares received from line of credit conversion at $1.6080

Conversion price $1.6080 per share Price used to convert line of credit into common shares

Preferred shares converted 200,000 shares Preferred shares converted into common stock

Common shares from preferred 600,000 shares Common shares received from preferred share conversion at 3:1 rate

Sole voting power 4,150,516 shares Shares over which GG Mars Capital has sole voting power

Key Terms

beneficially owned, convertible line of credit, sole dispositive power, Schedule 13D, +2 more

6 terms

beneficially owned financial

"The Reporting Person holds an aggregate of 4,150,516 common shares of the Issuer, representing approximately 5.362% of the Issuer's outstanding common shares"

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.

convertible line of credit financial

"the exercise of conversion rights under a convertible line of credit provided by the Reporting Person to the Issuer in August 2019"

A convertible line of credit is a borrower's flexible loan agreement that provides short-term cash but includes a built-in option to change some or all of the owed debt into company shares. Think of it like a credit card that a lender can swap for ownership instead of being repaid in cash. Investors care because it eases a company's funding needs while creating the possibility of future share dilution and a shift in who owns the company.

sole dispositive power financial

"Sole Dispositive Power 4,150,516.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13D regulatory

"This statement on is filed by GG Mars Capital (the "Reporting Person")"

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.

preferred shares financial

"converted 200,000 preferred shares of the Issuer into 600,000 common shares at a rate of one (1) preferred share into three (3) common shares"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

percent of class financial

"Percent of class represented by amount in Row (11) 100 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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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)

06/01/2026

(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): 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 4,150,516.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,150,516.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,150,516.00

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 4,150,516 common shares of the Issuer, representing approximately 5.362% 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 May 12, 2026, the Reporting Person acquired 195,652 common shares of the Issuer upon the conversion of $314,608.00 outstanding under a convertible line of credit provided by the Reporting Person to the Issuer in October 2024 at a price of $1.6080 per share and on 5/12/2026 converted 200,000 preferred shares of the Issuer into 600,000 common shares at a rate of one (1) preferred share into three (3) common shares.
(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:	06/01/2026

FAQ

How many ZenaTech (ZENA) shares does GG Mars Capital now beneficially own?

GG Mars Capital beneficially owns 4,150,516 ZenaTech common shares. This stake represents approximately 5.362% of the company’s outstanding common stock, with GG Mars Capital holding sole voting and dispositive power over all of these reported shares.

What percentage of ZenaTech (ZENA) does GG Mars Capital’s stake represent?

GG Mars Capital’s reported holdings represent about 5.362% of ZenaTech’s outstanding common shares. This percentage is based on the company’s share count and reflects the position after the most recent debt and preferred share conversions into common stock.

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

GG Mars Capital acquired additional shares by converting financing into equity. It converted $314,608 outstanding under a convertible line of credit into 195,652 common shares at $1.6080 per share and also converted 200,000 preferred shares into 600,000 common shares.

What are the terms of GG Mars Capital’s ZenaTech debt conversion?

The debt conversion involved $314,608 outstanding under a convertible line of credit to ZenaTech. GG Mars Capital received 195,652 common shares in exchange, implying a conversion price of $1.6080 per share, as disclosed in the interest in securities section.

What was the preferred share conversion into ZenaTech (ZENA) common stock?

GG Mars Capital converted 200,000 preferred shares of ZenaTech into 600,000 common shares. The conversion occurred at a fixed rate of one preferred share into three common shares, increasing GG Mars Capital’s overall common stock position in the company.

Why did GG Mars Capital acquire ZenaTech (ZENA) common stock?

GG Mars Capital states it acquired ZenaTech common stock for investment purposes. The filer also indicates it has no current plans or proposals relating to corporate actions listed in the standard Schedule 13D items, such as mergers, asset sales, or changes in control.