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AI brief of an SEC Form 8-K · ZeroStack Corp. (ZSTK)

ZeroStack to Issue Shares for $1 Billion in MemeCore Tokens; Rudy Rong Named President

Mixed Impact 4 of 5 m&a Written later

ZeroStack agreed on August 19, 2026 to issue 3,500,000 common shares and pre-funded warrants for up to 36,198,293 additional shares to two investors, Puple AI Inc. and Blockcat Pte. Ltd., in exchange for 925,925,926 MemeCore tokens valued at about $1 billion. Shares beyond a 19.99% cap will be issued as warrants that cannot be exercised until shareholders approve, and the company named Rudy Rong, a source of the tokens, as President. The deal adds a large number of potential shares, which would dilute existing shareholders, while the company says the share price represents a premium of more than twelve times its recent trading price.

Key points

  • Investors receive 3,500,000 shares plus pre-funded warrants for up to 36,198,293 more shares, valued at $25.19 per share or warrant.
  • MemeCore tokens were valued at $1.08 each as of August 14, 2026, for aggregate consideration of about $1 billion.
  • Warrant shares cannot be exercised until shareholder approval under Nasdaq Listing Rule 5635, and they carry a lock-up of up to ten years.
  • Rudy Rong was appointed President effective at closing, with a $500,000 annual base salary and severance of 24 months of base pay, or 30 months after a change in control.

The filing

CompanyZeroStack Corp. (ZSTK)
Form8-K, current report
Filed with the SECAug 19, 2026, 9:26 AM ET
Accession number0001062993-26-004501

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale5.02 Director / Officer Change

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 19, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.