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.
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.
Daniel Reis-Faria, chief executive officer of ZeroStack Corp., beneficially owns 6,925,951 common shares, representing 37.5% of the company on a partially-diluted basis. He holds sole voting and dispositive power over these shares, based on 17,489,828 shares outstanding as of July 20, 2026.
On July 20, 2026, he exercised pre-funded warrants into 5,954,743 common shares at an exercise price of $0.0001 per share. Shareholders also approved a May 5, 2026 grant of 500,000 stock options at $5.10 per share, vesting in five 20% tranches tied to specified VWAP price thresholds between $7.65 and $17.85.
ZeroStack Corp. Chief Financial Officer Dany Vaiman reports beneficial ownership of 513,249 common shares, representing 2.9% of the class on a partially-diluted basis, with sole voting and dispositive power over all reported shares.
The disclosure also describes a board-approved grant of 250,000 stock options on May 5, 2026, exercisable at $5.10 per share. The options vest in five 20% tranches if the company’s volume weighted average price reaches VWAP thresholds of $7.65, $10.20, $12.75, $15.30, and $17.85, following shareholder approval on July 20, 2026.
ZeroStack Corp. shareholder Michael Heinrich reports beneficial ownership of 5,579,783 common shares, with sole voting and dispositive power over this stake. This represents 30.2% of the outstanding common shares on a partially-diluted basis, based on 17,489,828 issuer shares outstanding as of July 20, 2026.
Zero Gravity Labs Inc., a Delaware corporation owned and controlled by Heinrich, is a joint reporting person and reports a beneficial stake representing 26.4% of the class. Heinrich serves as Chief Executive Officer of Zero Gravity Labs Inc. and is a director and Chairman of the Board of ZeroStack Corp. as of September 20, 2025. The report references a Joint Filing Agreement dated April 2, 2026 and a Form of Stock Option Agreement dated May 5, 2026, both incorporated by reference.
ZeroStack Corp. Executive Chairman Heinrich Michael acquired 4,608,575 common shares on July 20, 2026 at $0.7549 per share, paid in native blockchain tokens and held indirectly through Zero Gravity Labs Inc. He also received 500,000 employee stock options with a $5.10 exercise price, expiring May 5, 2036, vesting in five performance-based tranches tied to volume weighted average price targets after shareholder approval.
ZeroStack Corp. CEO Daniel Reis-Faria reported a grant of 500,000 employee stock options with a $5.1000 exercise price. The options were board-approved on March 5, 2026, became effective after shareholder approval on July 20, 2026, and vest in five 20% tranches tied to volume weighted average price thresholds. He also exercised 5,954,743 Pre-Funded Token Warrants at $0.0001 per share into the same number of common shares, leaving no warrants outstanding and direct holdings of 5,954,743 common shares and 500,000 options.
ZeroStack Corp. reported that CFO Vaiman Dany received a grant of 250,000 employee stock options on July 20, 2026. The options have a $5.10 exercise price, expire on May 5, 2036, and were approved by the board on March 5, 2026, subject to shareholder approval on July 20, 2026. They vest in five equal 20% installments, with each tranche contingent on ZeroStack’s volume weighted average price reaching specified thresholds.
ZeroStack Corp. reported that shareholders approved all proposals at the 2026 Annual and Special Meeting held on July 20, 2026. Investors backed a 2022 Incentive Compensation Plan amendment, increasing common shares available under the plan from 1,506,892 to 3,006,892 and Incentive Stock Options from 847,843 to 1,695,686, and updating references from Flora Growth Corp. to ZeroStack Corp.
Shareholders also approved grants of stock options to the CEO, CFO and Executive Chairman, authorized issuance of 9,104,614 Common Shares in exchange for 9,104,614 Texas Blocker Corp. shares under a private placement share exchange agreement, and ratified an amendment to create a classified board with three staggered director classes. They reappointed Davidson & Company LLP as auditor and authorized the Board, at its discretion, to change the company’s jurisdiction of incorporation from Ontario to Texas.