{"filing":{"accession_number":"0001062993-26-004501","cik":"0001790169","ticker":"ZSTK","company_name":"ZeroStack Corp.","form":"8-K","filing_date":"2026-08-19","report_date":"2026-08-19","primary_document":"form8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299326004501/form8k.htm"},"events":[{"id":28444,"run_id":26021,"accession_number":"0001062993-26-004501","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"ZeroStack completed a material acquisition of approximately $1 billion in digital assets (925,925,926 M tokens) from Puple AI Inc. and Blockcat Pte. Ltd., funded through the issuance of 3.5 million common shares and pre-funded warrants to purchase 36.2 million additional shares. The transaction represents a significant expansion of the company's asset base and capital structure.","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19","form":"8-K","submitted_at":null,"items":[{"id":30392,"accession_number":"0001062993-26-004501","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"ZeroStack entered into a Securities Purchase Agreement to issue 3.5 million common shares and pre-funded warrants to purchase 36.2 million additional shares in exchange for approximately $1 billion in MemeCore tokens. The transaction involves substantial dilution to existing shareholders—the warrants alone represent 36.2 million shares (subject to shareholder approval under Nasdaq Rule 5635), and the press release notes the share price represents a \"premium of more than twelve times\" recent trading price, indicating a significant capital raise via equity issuance. While the transaction also involves a strategic investment and potential governance changes (appointment of Rudy Rong as President), the core disclosed action is the issuance of equity securities to raise capital, which is the hallmark of a dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30393,"accession_number":"0001062993-26-004501","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"ZeroStack completed a material acquisition of digital assets (925,925,926 M tokens valued at approximately $1 billion) from Puple AI Inc. and Blockcat Pte. Ltd. in exchange for 3,500,000 shares and warrants to purchase up to 36,198,293 additional shares. The Item 2.01 disclosure explicitly states \"the Company completed the transaction contemplated by the Agreement described in Item 1.01 above,\" confirming this is a completion of acquisition. The transaction is material—involving $1 billion in digital assets and substantial equity dilution—and would significantly affect a reasonable investor's assessment of the registrant's asset base and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28445,"run_id":26021,"accession_number":"0001062993-26-004501","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.93,"summary":"ZeroStack issued 3.5 million common shares and pre-funded warrants to purchase 36.2 million additional shares in a private placement to Puple AI Inc. and Blockcat Pte. Ltd. in exchange for $1 billion in MemeCore tokens, representing substantial dilution to existing shareholders and relying on Section 4(a)(2) and Regulation D exemptions.","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19","form":"8-K","submitted_at":null,"items":[{"id":30394,"accession_number":"0001062993-26-004501","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"ZeroStack issued 3,500,000 common shares and pre-funded warrants to purchase 36,198,293 additional shares in a private placement to Puple AI Inc. and Blockcat Pte. Ltd. in exchange for $1.0 billion in Memecore tokens. The transaction is explicitly disclosed under Item 3.02 as an unregistered sale relying on Section 4(a)(2) and Regulation D, with accredited investor representations. The massive warrant issuance (36.2M shares) contingent on shareholder approval represents substantial dilution to existing shareholders, making this a classic dilutive equity issuance material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":28446,"run_id":26021,"accession_number":"0001062993-26-004501","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"Rudy Rong was appointed as President of ZeroStack Corp., effective upon closing of the $1 billion strategic transaction, with a base salary of $500,000, a restricted stock grant of 125,000 shares, and severance provisions. The appointment represents a significant leadership change tied to the company's transformative capital transaction.","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19","form":"8-K","submitted_at":null,"items":[{"id":30395,"accession_number":"0001062993-26-004501","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of Rudy Rong as President of ZeroStack Corp., effective upon closing of a $1.0 billion strategic transaction. While the Item 5.02 section also discloses compensatory arrangements (base salary of $500,000, restricted stock grant of 125,000 shares, and severance provisions), the core event centers on Rong taking the President role in connection with a major capital transaction. The appointment is material as it represents a significant leadership change tied to a transformative $1 billion strategic contribution of Memecore tokens.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30392,"accession_number":"0001062993-26-004501","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"ZeroStack entered into a Securities Purchase Agreement to issue 3.5 million common shares and pre-funded warrants to purchase 36.2 million additional shares in exchange for approximately $1 billion in MemeCore tokens. The transaction involves substantial dilution to existing shareholders—the warrants alone represent 36.2 million shares (subject to shareholder approval under Nasdaq Rule 5635), and the press release notes the share price represents a \"premium of more than twelve times\" recent trading price, indicating a significant capital raise via equity issuance. While the transaction also involves a strategic investment and potential governance changes (appointment of Rudy Rong as President), the core disclosed action is the issuance of equity securities to raise capital, which is the hallmark of a dilutive issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19"},{"id":30393,"accession_number":"0001062993-26-004501","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"ZeroStack completed a material acquisition of digital assets (925,925,926 M tokens valued at approximately $1 billion) from Puple AI Inc. and Blockcat Pte. Ltd. in exchange for 3,500,000 shares and warrants to purchase up to 36,198,293 additional shares. The Item 2.01 disclosure explicitly states \"the Company completed the transaction contemplated by the Agreement described in Item 1.01 above,\" confirming this is a completion of acquisition. The transaction is material—involving $1 billion in digital assets and substantial equity dilution—and would significantly affect a reasonable investor's assessment of the registrant's asset base and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19"},{"id":30394,"accession_number":"0001062993-26-004501","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"ZeroStack issued 3,500,000 common shares and pre-funded warrants to purchase 36,198,293 additional shares in a private placement to Puple AI Inc. and Blockcat Pte. Ltd. in exchange for $1.0 billion in Memecore tokens. The transaction is explicitly disclosed under Item 3.02 as an unregistered sale relying on Section 4(a)(2) and Regulation D, with accredited investor representations. The massive warrant issuance (36.2M shares) contingent on shareholder approval represents substantial dilution to existing shareholders, making this a classic dilutive equity issuance material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19"},{"id":30395,"accession_number":"0001062993-26-004501","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The principal disclosed action is the appointment of Rudy Rong as President of ZeroStack Corp., effective upon closing of a $1.0 billion strategic transaction. While the Item 5.02 section also discloses compensatory arrangements (base salary of $500,000, restricted stock grant of 125,000 shares, and severance provisions), the core event centers on Rong taking the President role in connection with a major capital transaction. The appointment is material as it represents a significant leadership change tied to a transformative $1 billion strategic contribution of Memecore tokens.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T13:27:56.211295+00:00","company_name":"ZeroStack Corp.","ticker":"ZSTK","filing_date":"2026-08-19"}]}