ZeroStack Issues 36.2 Million Shares Linked to Voting

ZeroStack submitted a resale registration statement on August 21, linking shareholder votes to the issuance of 36.2 million shares resulting from the acquisition of MemeCore. The transaction was completed on August 19, with a total value of approximately $1 billion. According to Form 8-K, ZeroStack acquired 925,925,926 MemeCore M tokens, with the consideration being 3.5 million shares of common stock and prepayable warrants, corresponding to about 36.2 million additional shares. Each token was priced at $1.08, with the consideration paid in tokens rather than cash. The shares related to the warrants cannot be issued until shareholder approval surpasses the Nasdaq 19.99% cap, and the filing did not specify a voting date. The company reported on August 19 that there were 21,624,341 shares of common stock outstanding. According to Form S-3, the warrants correspond to 36,198,294 shares, which is approximately 167.4% of that base. If shareholders approve the issuance and all shares are issued, the total number of outstanding shares will rise to 57,822,635, not considering other instruments or buybacks. The registration covers 54,609,992 shares, including those issued in private placements on March 31, July 20, and August 19, shares delivered to CEO Daniel Reis-Faria, executive stock options, and MemeCore warrant shares. The seven named groups include Puple AI, Blockcat, Daniel Reis-Faria, Michael Heinrich, Dany Vaiman, funds associated with Hack VC Management, and Zero Gravity Labs. This registration does not imply that these shares will be actually sold, as holders can choose to sell all, part, or none, and ZeroStack will not receive any funds from these resales.

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