Principals of the MemeCore ecosystem, including Puple AI Inc. and Blockcat Pte. Ltd., have entered into a definitive agreement for a US$1.0 billion strategic transaction with Nasdaq-listed ZeroStack Corp.
Under the agreement, the MemeCore principals will contribute an aggregate of US$1.0 billion worth of MemeCore ($M) tokens to ZeroStack. In exchange, they will receive 3,500,000 shares of ZeroStack common stock and pre-funded warrants to purchase up to 36,198,293 additional shares.
The transaction involves 925,925,926 $M tokens valued at a fair market trading price of US$1.08 per token. The pre-funded warrants carry an agreed value of US$25.19 per share, representing a premium over ZeroStack's recent market trading price. Shares issued from the warrants remain subject to shareholder approval under Nasdaq Listing Rule 5635 and a lock-up period of up to ten years following the closing.
Expanding Reach Across Public Markets and Decentralized AI
ZeroStack focuses on providing public-market exposure to decentralized artificial intelligence infrastructure and maintains strategic exposure to the 0G ecosystem, alongside operating a global pharmaceutical distribution business via its subsidiary Phatebo GmbH. The partnership aims to connect ZeroStack's decentralized AI strategy with MemeCore's network.
Rudy Rong, a MemeCore principal taking on the role of President of ZeroStack, stated that the transaction establishes a bridge between the two ecosystems. Daniel Reis-Faria, Chief Executive Officer of ZeroStack, added that the move integrates the 0G holdings with a position in the MemeCore ecosystem to build a platform for shareholders.
About the Participating Entities
MemeCore operates as a Layer 1 blockchain designed to support meme-driven communities and digital economies utilizing its native $M asset. ZeroStack Corp. is a Nasdaq-listed entity providing exposure to digital infrastructure assets and decentralized AI.
Final execution of the transaction remains subject to customary closing conditions and required regulatory and shareholder approvals. Additional details are available through ZeroStack filings with the U.S. Securities and Exchange Commission.
