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  4. [D] ZeroStack Corp. SEC Filing

ZeroStack Corp (ZSTK) details $92,103,510 equity exchange offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

ZeroStack Corp., a corporation organized in Ontario, Canada with its principal office in Dallas, Texas, filed a Form D for a new exempt offering of securities under Rule 506(b) of Regulation D. The offering involves equity and related securities.

The notice reports a total amount sold of $92,103,510 USD with $0 USD remaining to be sold. Investors received ZeroStack shares upon contributing shares of Texas Blocker Corp., which they had obtained in exchange for native tokens of the Zero Gravity (0G) blockchain, so no cash consideration was paid. The first sale occurred on 2026-07-20, and reported finders’ fees are $0 USD.

Positive

  • None.

Negative

  • None.

Filing Explained

Existing holders’ percentages are reduced by the completed share exchange, but this notice does not disclose the issued share count or dilution percentage.

The disclosed exchange has occurred after shareholder approval, and issuing those shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

The notice does not disclose the number of shares issued or the resulting ownership percentages, so the magnitude of dilution cannot be sized from this filing.

Total Amount Sold $92,103,510 USD Reported total amount sold in the exempt offering
Total Remaining to be Sold $0 USD Remaining amount in the described offering
Date of First Sale 2026-07-20 Initial sale date for securities in the offering
Finders' Fees $0 USD Reported finders’ fees associated with the offering
Exemption Claimed Rule 506(b) Regulation D exemption relied upon for the offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Rule 506(b) regulatory
"Federal Exemption(s) and Exclusion(s) Claimed: Rule 506(b)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"the Investment Company Act of 1940, or any rule or regulation under any of these"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Zero Gravity (0G) blockchain technical
"native tokens of the Zero Gravity (0G) blockchain"

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

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FAQ

What type of securities offering did ZeroStack Corp. (ZSTK) report on Form D?
ZeroStack Corp. reported an exempt equity offering under Rule 506(b) of Regulation D. Investors received ZeroStack shares mainly through an equity-for-equity exchange linked to Texas Blocker Corp. and Zero Gravity (0G) blockchain tokens.

How much was sold in ZeroStack Corp. (ZSTK)’s exempt offering?
The offering reports a total amount sold of $92,103,510 USD. The filing also states that the total remaining to be sold is $0 USD, indicating the offering amount described has been fully issued.

Did ZeroStack Corp. (ZSTK) receive cash proceeds from this Form D offering?
No, the filing states that no cash consideration was paid. Investors received ZeroStack shares in exchange for shares of Texas Blocker Corp., which were originally received for native Zero Gravity (0G) blockchain tokens.

When did ZeroStack Corp. (ZSTK) first sell securities in this exempt offering?
The date of first sale is listed as 2026-07-20. This date marks when investors first received ZeroStack shares under the described Rule 506(b) exempt transaction structure.

What sales commissions or finders’ fees were reported for ZeroStack Corp. (ZSTK)’s offering?
The filing reports finders’ fees of $0 USD. There is no separate amount listed for sales commissions, suggesting no such cash payments were disclosed in connection with this exempt offering.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001790169
Flora Growth Corp.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
ZeroStack Corp.
Jurisdiction of Incorporation/Organization
ONTARIO, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ZeroStack Corp.
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DALLAS TEXAS 75204 416-861-2267

3. Related Persons

Last Name First Name Middle Name
Reis-Faria Daniel
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Heinrich Michael
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Vaiman Dany
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Woo Edward
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Leventhal Manfred
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Zeifman Laurence
Street Address 1 Street Address 2
2626 COLE AVENUE SUITE 300
City State/Province/Country ZIP/PostalCode
DALLAS TEXAS 75204
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-20 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Investors received Issuer shares upon contribution of shares of Texas Blocker Corp., which investors received in exchange for native tokens of the Zero Gravity (0G) blockchain.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
X Yes No

Clarification of Response (if Necessary):

Investors received Issuer shares in exchange for shares of Texas Blocker Corp., after Issuer shareholder approval.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $92,103,510 USD
or Indefinite
Total Amount Sold $92,103,510 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

No cash consideration was paid. Investors received Issuer shares in exchange for shares of Texas Blocker Corp.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
24

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
ZeroStack Corp. /s/ Dany Vaiman Dany Vaiman CFO 2026-07-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR