US$1.0 billion is the stated contribution value, sourced from 925,925,926 Memecore ($M) tokens at their prevailing market price of $1.08 each. Zerostack Corp. (ZSTK), a Dallas-based, Nasdaq-listed company described as the first asset manager focused on decentralized artificial intelligence, announced August 19 a definitive agreement under which Puple AI Inc. and Blockcat Pte. Ltd. will transfer that token pool in exchange for 3,500,000 common shares and pre-funded warrants covering up to 36,198,293 additional shares, all priced at US$25.19 per share. The agreed per-share price exceeds Zerostack's recent market trading level by more than twelve times.
Deal structure and the math
Total potential issuance comes to 39,698,293 shares (3,500,000 at closing plus the 36,198,293-share warrant pool). At US$25.19 per share across that combined count, the math reconciles with the $1.0 billion headline. On the token side: 925,925,926 $M tokens at $1.08 each sum to approximately $1.0 billion, consistent with the stated figure.
| Metric | Value |
|---|---|
| $M tokens contributed | 925,925,926 |
| Token price (market, reported) | US$1.08 |
| Gross contribution | US$1.0 billion |
| Common shares at closing | 3,500,000 |
| Pre-funded warrants | 36,198,293 |
| Total shares (fully diluted) | 39,698,293 |
| Price per share | US$25.19 |
| Premium to recent trading | More than 12x |
| Warrant lock-up | Up to 10 years |
Warrant exercise is contingent on shareholder approval under Nasdaq Listing Rule 5635.
Strategic rationale and leadership change
Rudy Rong, a Memecore principal, is being appointed President of Zerostack in connection with the transaction. Management characterized the deal as reflecting the contributors' conviction that Zerostack equity provides unique exposure to the company's digital-asset activities, pointing specifically to the fact that Puple AI and Blockcat accepted shares at a substantial premium while contributing tokens at prevailing market prices.
Chief executive Daniel Reis-Faria framed the transaction as a milestone for the broader digital-asset industry and said management expects the combination of Zerostack's existing 0G holdings with a Memecore position to build a platform capable of generating long-term shareholder value. Those outcomes are forward-looking and subject to the risk factors described in the company's SEC filings, including its Form 10-Q filed July 31, 2026.
Zerostack also operates Phatebo GmbH, a global pharmaceutical distribution subsidiary. Memecore ranks as a top-50 cryptocurrency and runs a Layer 1 blockchain built for meme-driven communities at low fees and high scalability; the tokens were valued at $1.08 each at the time the agreement was struck.