ZeroStack Corp. SEC Filings

ZeroStack Corp. (ZSTK) filed a post-effective amendment to its Form S-3 shelf registration to reflect its recent change of jurisdiction from an Ontario corporation to a Texas corporation. The amendment is made under Rule 414(d), with the Texas entity becoming the successor issuer to the former Ontario entity under Rule 12g-3 of the Exchange Act.

The continuance became effective on August 18, 2026, when each no-par-value common share of the Ontario company was converted into a share of common stock with $0.0001 par value of the Texas corporation, and new Texas governing documents (Certificate of Formation and Texas bylaws) replaced the prior Ontario articles and bylaws. The amendment ratifies the existing S-3 (Registration No. 333-285170) as the company’s registration statement and updates references so that future Exchange Act reports filed after this amendment are incorporated by reference for the Texas corporation.

The company states that no additional securities are being registered and that all registration fees were previously paid with the original S-3. The filing also summarizes Texas indemnification and limitation-of-liability provisions for directors and officers and notes that the company maintains insurance for such persons, subject to SEC policy limits on Securities Act indemnification.

ZeroStack Corp. (symbol: ZSTK) is the issuer of record for a Form POS AM filing submitted to the SEC.

ZeroStack Corp. (ZSTK) filed a post-effective amendment to its existing Form S-3 shelf registration, using Rule 414(d), to reflect its change of jurisdiction of incorporation from Ontario, Canada, to Texas. No additional securities are being registered and the registration fees were previously paid with the original Form S-3 (Registration No. 333-278884).

On August 18, 2026 at 4:05 p.m. Eastern Daylight Time, ZeroStack completed a corporate “Continuance,” under which it ceased to be governed by the Business Corporations Act (Ontario) and became subject to the Texas Business Organizations Code. Each common share with no par value was converted into one share of common stock with par value $0.0001 per share of the Texas corporation, which is treated as the successor issuer under Exchange Act Rule 12g-3.

The amendment mainly updates Part II, exhibits and signatures to align with Texas governing documents, successor-issuer status and updated indemnification provisions. The prior prospectus and incorporated reports remain in effect but are deemed modified or superseded by later information incorporated by reference into the updated registration statement.

ZeroStack Corp. (ZSTK) has filed a universal shelf registration on Form S-3 allowing it to offer and sell, from time to time, up to $1,000,000,000 of common stock, warrants, rights, subscription receipts, preferred stock, debt securities and units. Specific terms, pricing and underwriters or agents will be detailed in future prospectus supplements, and net proceeds for each takedown will be disclosed at that time.

ZeroStack describes itself as a decentralized AI treasury and AI-focused asset management company built around ownership of 0G Tokens and, more recently, 925,925,926 MemeCore Tokens, alongside a traditional commercial pillar: global pharmaceutical distribution through its wholly owned German subsidiary, Phatebo. As of August 24, 2026 there were 21,820,527 common shares outstanding, with very large authorized capacity in both common and preferred stock to support future issuances.

The company outlines a two‑pillar strategy (Digital Assets and AI; Commercial & Wholesale), plans to accumulate 0G as a long-term treasury asset, and to actively deploy MemeCore Tokens for governance and ecosystem development rather than staking. It highlights extensive risk factors tied to cryptocurrency price and liquidity, regulatory classification of tokens, potential investment company status, AI-related risks, and its ability to continue as a going concern, referring investors to its 2025 Form 10‑K and recent 8‑K for detailed risks.

ZeroStack Corp. (ZSTK) reported that its President, Rong Rudy, sold 1,000 Common Shares on 2026-08-19 in an open market or private transaction at $7.57 per share. Following this sale, Rudy’s directly held position in ZeroStack common stock reported in this filing is 0 shares. The transaction was not reported as made under a Rule 10b5-1 trading plan.

ZeroStack Corp. (ticker ZSTK) reported an initial statement of beneficial ownership for its President, Rong Rudy, on a Form 3. The filing shows that Rudy holds 1,000 Common Shares of ZeroStack Corp. as of August 18, 2026, with these shares reported as direct ownership.

ZeroStack Corp. (ZSTK) describes a strategic shift toward a dual business model combining a decentralized AI-focused digital asset treasury with its existing global pharmaceutical distribution subsidiary, Phatebo GmbH. ZeroStack recently acquired 925,925,926 MemeCore (M) tokens in an August 2026 private placement and already holds 0G Tokens, forming a two-layer strategy: an AI infrastructure layer (0G-based decentralized AI operating system and storage) and a consumer community blockchain layer (MemeCore’s “Meme 2.0” network).

The company plans to use surplus capital to acquire additional 0G and/or MemeCore, to hold 0G long term, and to actively deploy MemeCore Tokens in governance and ecosystem development rather than staking. Management highlights significant risks: extreme price volatility and liquidity constraints of 0G and MemeCore, concentration risk in a small set of digital assets, uncertain U.S. regulatory treatment of these tokens (including potential classification as “securities” and Investment Company Act implications), custody and cyber risks, and heightened earnings volatility due to fair value accounting under ASU 2023‑08. ZeroStack also emphasizes rapidly evolving AI and blockchain regulation and the possibility that new rules could restrict its decentralized AI and digital asset activities.

ZeroStack Corp. (ZSTK) is registering for resale up to 54,609,992 shares of common stock on a Form S-3 shelf for existing selling securityholders. The company will not receive proceeds from these sales, other than any cash paid upon future option exercises.

ZeroStack positions itself as a decentralized AI treasury and AI-focused asset manager built around strategic holdings of 0G Tokens, the native token of the 0G Chain, and MemeCore Tokens, a consumer-focused Layer-1 blockchain. It also operates a global pharmaceutical distribution business through German subsidiary Phatebo, serving 28 countries.

Recent transactions include a March 2026 structure that brought in 142,232,948 0G Tokens in exchange for equity, and an August 2026 private placement issuing 3,500,000 shares and pre-funded warrants for 36,198,294 shares in exchange for 925,925,926 MemeCore Tokens. As of August 19, 2026, ZeroStack had 21,624,341 shares outstanding and 22 employees, and its stock last traded at $4.96 per share. The prospectus highlights extensive risks tied to digital-asset volatility, AI regulation, potential securities-law classification of its tokens, and Investment Company Act considerations.

ZeroStack Corp. (ZSTK) entered into a definitive transaction in which Puple AI Inc. and Blockcat Pte. Ltd. contributed 925,925,926 MemeCore ($M) tokens, valued at about $1.0 billion at $1.08 per token, in exchange for 3,500,000 common shares and pre-funded warrants to purchase up to 36,198,293 additional shares at $25.19 per share. Shares above 19.99% of pre-transaction outstanding stock will be issued as warrants and are not exercisable until shareholders approve issuance under Nasdaq Listing Rule 5635; those warrant shares are subject to a lock-up of up to 10 years.

The company will hold the $M tokens as long-term digital assets in a multi-signature wallet and plans to file a resale registration on Form S-3 for the shares and warrant shares after shareholder approval. Voting Agreements and irrevocable proxies with the two key investors run until August 1, 2036, giving a designated proxyholder voting control over their equity, subject to reserved matters. Concurrently, ZeroStack appointed Rudy Rong as President with a $500,000 base salary, an entitlement to 125,000 restricted shares (subject to approvals, vesting upon approval), and severance of 24–30 months of salary depending on change-in-control timing.