ZeroStack completes crypto token financing deal

ZeroStack Corp. completed a previously announced private cryptocurrency financing on July 20, 2026, after shareholders approved “Proposal 6 – Approval of the Continuance Proposal” at the 2026 Annual and Special Meeting.

Rhea-AI Filing Summary

ZeroStack Corp. completed a previously announced private cryptocurrency financing on July 20, 2026, after shareholders approved “Proposal 6 – Approval of the Continuance Proposal” at the 2026 Annual and Special Meeting. Investors contributed an aggregate 142,232,948 native 0G Tokens into Texas Blocker Corp., a Texas entity formed to facilitate the transaction, in exchange for 9,104,614 Texas Blocker common shares.

Those Texas Blocker shares were then exchanged on a one-for-one basis for ZeroStack common shares, making Texas Blocker a wholly-owned subsidiary and transferring the contributed 0G Tokens to ZeroStack. Zero Gravity Labs Inc., led by Executive Chairman Michael Heinrich, participated in the contribution, holding 4,608,684 Texas Blocker shares before the exchange and receiving 4,608,864 ZeroStack common shares at closing.

8-K Event Classification

Item 2.01 — Completion of Acquisition or Disposition of Assets

1 item

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Key Figures

0G Tokens contributed: 142,232,948 0G Tokens Texas Blocker shares issued: 9,104,614 shares Zero Gravity Labs pre-exchange holding: 4,608,684 Blocker Shares +3 more

6 metrics

0G Tokens contributed 142,232,948 0G Tokens Aggregate native tokens of the Zero Gravity blockchain contributed in the Financing

Texas Blocker shares issued 9,104,614 shares Aggregate Texas Blocker common shares issued to investors in exchange for 0G Tokens

Zero Gravity Labs pre-exchange holding 4,608,684 Blocker Shares Texas Blocker shares held by Zero Gravity Labs, representing 50.6% of Blocker prior to the Exchange

Zero Gravity Labs ZeroStack shares received 4,608,864 Common Shares ZeroStack common shares received by Zero Gravity at closing of the Exchange

Zero Gravity Labs ownership percentage 50.6% Percentage of issued and outstanding Texas Blocker shares held by Zero Gravity before the Exchange

Financing completion date July 20, 2026 Date ZeroStack announced closing of the private cryptocurrency financing

Key Terms

private cryptocurrency financing, native tokens, wholly-owned subsidiary, proxy statement/prospectus, +1 more

5 terms

private cryptocurrency financing financial

"announced the closing of the private cryptocurrency financing transaction"

A private cryptocurrency financing is a non‑public fundraising round where a blockchain project or crypto company sells tokens, coins, equity, or convertible instruments directly to a limited group of accredited or institutional investors rather than on public exchanges. It matters to investors because these deals change token supply, early ownership stakes, project valuation and future liquidity—similar to a startup taking private venture capital, with implications for control, dilution and how easily assets can be traded later.

native tokens financial

"contributed an aggregate of 142,232,948 native tokens of the Zero Gravity"

A native token is the primary cryptocurrency that is built into and issued by a blockchain or distributed ledger, used to pay transaction fees, reward validators, and often to participate in governance. Think of it like the system’s built-in money and access pass—similar to fare tokens for a transit network that also let you vote on route changes. Investors track native tokens because their supply, utility, and demand help determine the economic value of the network and influence token price volatility.

wholly-owned subsidiary financial

"Texas Blocker became a wholly-owned subsidiary of ZeroStack"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

proxy statement/prospectus regulatory

"set forth in the proxy statement/prospectus for the 2026 Annual"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did ZeroStack Corp. (ZSTK) complete on July 20, 2026?

ZeroStack Corp. completed a private cryptocurrency financing on July 20, 2026. Investors contributed 142,232,948 0G Tokens to Texas Blocker Corp. and received 9,104,614 shares, which were exchanged one-for-one into ZeroStack common shares after shareholder approval of the Continuance Proposal.

How many 0G Tokens were contributed in ZeroStack Corp. (ZSTK)'s crypto financing?

Investors contributed a total of 142,232,948 native 0G Tokens in the transaction. These tokens were transferred into Texas Blocker Corp., which then became a wholly-owned subsidiary of ZeroStack when its shares were exchanged for ZeroStack common shares at closing.

What did investors receive for their 0G Tokens in the ZeroStack (ZSTK) deal?

Investors received an aggregate of 9,104,614 Texas Blocker common shares in exchange for their 0G Tokens. Those Blocker shares were then exchanged on a one-for-one basis for ZeroStack common shares, giving investors direct equity in ZeroStack following completion.

How is Texas Blocker Corp. related to ZeroStack Corp. (ZSTK) after the financing?

Following the exchange, Texas Blocker Corp. became a wholly-owned subsidiary of ZeroStack Corp. All contributed 0G Tokens ended up being owned by ZeroStack through this structure, while former Texas Blocker investors now hold ZeroStack common shares instead of Blocker shares.

What role did Zero Gravity Labs Inc. play in ZeroStack Corp. (ZSTK)'s transaction?

Zero Gravity Labs Inc., led by Executive Chairman Michael Heinrich, was an investor in the contribution. It held 4,608,684 Texas Blocker shares, representing 50.6% of Blocker’s outstanding shares pre-exchange, and received 4,608,864 ZeroStack common shares when the exchange closed.

Which shareholder proposal enabled ZeroStack Corp. (ZSTK) to close the crypto financing?

Closure of the financing followed shareholder approval of “Proposal 6 – Approval of the Continuance Proposal”. This proposal was presented in the proxy statement/prospectus for ZeroStack’s 2026 Annual and Special Meeting of Shareholders and was a condition to completing the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/23/2026 - 04:16 PM Accepted by SEC EDGAR 07/23/2026 - 04:16 PM Learn about SEC filing dates

false 2026-07-20 0001790169 ZeroStack Corp. 0001790169 2026-07-20 2026-07-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2026

ZEROSTACK CORP.
(Exact name of registrant as specified in its charter)

Ontario	001-40397	98-1956033
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2626 Cole Ave, Suite 300
Dallas, Texas, United States 75204
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (956) 923-4188

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Shares, no par value		ZSTK		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 20, 2026, ZeroStack Corp. (the "Company" or "ZeroStack") announced the closing of the private cryptocurrency financing transaction it previously announced on March 31, 2026 (the "Financing") following shareholder approval of "Proposal 6 - Approval of the Continuance Proposal" set forth in the proxy statement/prospectus (the "Proxy Statement/Prospectus") for the 2026 Annual and Special Meeting of Shareholders (the "Meeting").

Investors in the Financing contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the "0G Tokens") to Texas Blocker Corp. ("Texas Blocker"), a Texas corporation formed by ZeroStack to facilitate the Financing (the "Contribution"), in exchange for an aggregate of 9,104,614 shares of common stock of Texas Blocker (the "Blocker Shares"), which were exchanged on a one-for-one basis for common shares of the Company (the "Common Shares") (the "Exchange").

Concurrent with the closing of the Exchange, Texas Blocker became a wholly-owned subsidiary of ZeroStack and ZeroStack acquired the 142,232,948 0G Tokens Contributed to Texas Blocker in connection with the Financing.

Mr. Michael Heinrich, the Executive Chairman of the Company's board of directors, is the Chief Executive Officer of Zero Gravity Labs Inc. which was an investor in the Contribution and held 4,608,684 Blocker Shares, representing 50.6% of the issued and outstanding Blocker Shares prior to the Exchange. Concurrent with the closing of the Exchange, Zero Gravity received 4,608,864 Common Shares.

The foregoing description of the terms of the Financing does not purport to be complete and is qualified in its entirety by reference to the Company's Current Report on Form 8-K filed on March 31, 2026 including the exhibits filed thereto, which description and text are incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ZEROSTACK CORP.
Date: July 23, 2026	By:	/s/ Dany Vaiman
	Name:	Dany Vaiman
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

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Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT 698 B
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 46.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 24.7 KB