Principals of the MemeCore ecosystem—Puple AI Inc. and Blockcat Pte. Ltd.—have entered into a $1.0 billion strategic transaction with Nasdaq-listed ZeroStack Corp. The landmark agreement establishes a strategic equity position and expands MemeCore's reach into public markets and decentralized artificial intelligence.
Under the terms of the definitive agreement, the MemeCore principals will contribute an aggregate of 925,925,926 $M tokens valued at a fair market price of $1.08 per token. In exchange, ZeroStack will issue 3,500,000 shares of common stock and pre-funded warrants to purchase up to 36,198,293 additional shares.
The pre-funded warrants carry an agreed value of $25.19 per share, representing a premium over ZeroStack's recent market trading price. The shares issuable through the warrants are contingent upon shareholder approval in accordance with Nasdaq Listing Rule 5635 and will be subject to a lock-up period of up to ten years following the closing.
Connecting Meme Culture and Public Markets
The transaction aims to bridge the MemeCore ecosystem with public capital markets while creating collaboration opportunities across decentralized AI, digital assets, and consumer applications. ZeroStack maintains a focus on providing public-market exposure to decentralized AI infrastructure, including strategic exposure to the 0G ecosystem.
Rudy Rong, a principal of MemeCore, is slated to become President of ZeroStack in connection with the transaction. Daniel Reis-Faria serves as Chief Executive Officer of ZeroStack.
About the Entities
MemeCore operates as a Layer 1 blockchain designed to transition internet memes into sustainable cultural and economic ecosystems, utilizing $M as its native asset. ZeroStack Corp. is a Nasdaq-listed entity focused on decentralized AI and next-generation digital infrastructure assets, and it also operates a global pharmaceutical distribution business through its subsidiary, Phatebo GmbH.
The transaction remains subject to customary closing conditions and regulatory filings with the U.S. Securities and Exchange Commission.
