Business
ZeroStack Announces $107 Million Cryptocurrency Financing, Elimination of Convertible Note and Plan to Redomicile to Texas
Toronto, Ontario--(Newsfile Corp. - March 31, 2026) - Zerostack Corp. (NASDAQ: ZSTK) ("ZeroStack" or the "Company"), an artificial intelligence ("AI") focused
About this update from Zerostack Corp.
[{"type":"text","content":"Toronto, Ontario--(Newsfile Corp. - March 31, 2026) - Zerostack Corp. (NASDAQ: ZSTK) (\"ZeroStack\" or the \"Company\"), an artificial intelligence (\"AI\") focused asset management company, today announced that it has entered into definitive agreements for a private $107 million cryptocurrency financing transaction (the \"Financing\") that will significantly expand its digital asset holdings, strengthen its balance sheet, and position the Company for long-term growth in decentralized AI.\nInvestors 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., a Texas corporation formed by ZeroStack to facilitate the Financing (\"Texas Blocker\"), in exchange for an aggregate of 9,104,614 shares of common stock of Texas Blocker (the \"Texas Blocker Shares\"), which will be exchanged on a one-for-one basis for ZeroStack Shares (as defined below). The aggregate fair market value of the contributed 0G Tokens was deemed to be $107 million in accordance with a mutually agreed valuation. The Financing was done at a deemed price of $11.7931 per ZeroStack Share.\nConcurrently, the investors, Texas Blocker and ZeroStack entered into a share exchange agreement pursuant to which ZeroStack will issue an aggregate of 9,104,614 common shares (including pre-funded warrants) of the Company (the \"ZeroStack Shares\") in exchange for all of the issued and outstanding Texas Blocker Shares, upon receipt of shareholder approval of both ZeroStack and Texas Blocker (the \"Exchange\"). Prior to the Exchange, under the terms of a unanimous stockholders' agreement, holders of Texas Blocker Shares are not permitted to transfer any Texas Blocker Shares, subject to limited exceptions.\nUpon closing of the Exchange, which is expected to occur on or around July 5, 2026, Texas Blocker will become a wholly-owned subsidiary of ZeroStack and ZeroStack expects to hold approximately 21% of the total supply of the 0G Tokens, establishing one of the largest strategic positions in the 0G Token ecosystem.\nThe Exchange is subject to customary closing conditions, including approval of shareholders of ZeroStack to approve the issuance of ZeroStack Shares under applicable Nasdaq Stock Market rules and approval of the stockholders of Texas Blocker by written consent resolution. ZeroSta...