ZeroStack's $1 Billion Form D: Two Investors, MemeCore Tokens, and Stock Priced at 12 Times Market

The largest single "total amount sold" to reach AltStreet's new-deals page this week is a $1,000,000,000 Form D filed on September 2, 2026 by ZeroStack Corp., a Nasdaq-listed company in Dallas (accession 0002065365-26-000004, CIK 0001790169). The notice reports the offering fully sold, $0 remaining, to two investors, with a date of first sale of August 19, 2026.

The company's own announcement describes what the two investors handed over. It was not money. Puple AI Inc. and Blockcat Pte. Ltd. agreed to contribute 925,925,926 MemeCore (M) tokens, which the release values at $1.08 each, in exchange for stock and warrants priced at $25.19 per share (Form 8-K filed August 19, 2026, exhibit 99.1, accession 0001062993-26-004501).

What the filings show

The Form D reports a $1,000,000,000 offering, $1,000,000,000 sold and $0 remaining, claiming the Rule 506(b) exemption. It answers "Decline to Disclose" to both the issuer-size and revenue-range questions, and reports $0 of gross proceeds used for payments to executive officers, directors or promoters. It is signed by Dany Vaiman, Chief Financial Officer, and was filed 14 days after the reported first sale.

It is also the second Form D this issuer has filed in six weeks, and the two describe very different offerings. The first, accession 0000912282-26-001016 filed on July 29, 2026, reported an offering of $92,103,510 fully sold to 24 investors with a first sale of July 20, 2026, and gave the company's jurisdiction of incorporation as Ontario, Canada. The September notice reports $1,000,000,000 to 2 investors and gives the jurisdiction as Texas. The second is a new notice rather than an amendment of the first, so the two amounts describe separate offerings and are not cumulative.

One field does not reconcile with the rest of the form. The minimum investment accepted from any outside investor is reported as $5,000,000,000, five times the entire offering the same document says has already closed. The filing offers no clarification of the entry.

The consideration appears in the company's announcement rather than the Form D. Per exhibit 99.1, the two investors contributed MemeCore tokens valued at their "prevailing fair market trading price of $1.08 per token" in exchange for 3,500,000 common shares plus pre-funded warrants over as many as 36,198,293 further shares. At $25.19 each, those 39,698,293 shares and warrants total approximately $1.0 billion, which is the figure that reaches the Form D. The release states the agreed share price "represents a premium of more than twelve times Zerostack's recent market trading price"; it does not state the reference price itself.

• —Total offering and total sold: $1,000,000,000; remaining $0; two investors (accession 0002065365-26-000004, filed 2026-09-02)
• —Date of first sale 2026-08-19; exemption claimed Rule 506(b)
• —Minimum investment accepted reported as $5,000,000,000, exceeding the offering itself
• —Consideration per the company's release: 925,925,926 MemeCore tokens at a stated $1.08 each
• —Securities issued: 3,500,000 common shares and pre-funded warrants over up to 36,198,293 shares, each priced at $25.19
• —Warrant shares require shareholder approval under Nasdaq Listing Rule 5635 and carry a lock-up of up to ten years

Background

ZeroStack is three corporate identities old. It was incorporated in Ontario on March 13, 2019 as Flora Growth Corp., a cannabis company. EDGAR records the name change to ZeroStack Corp. on January 27, 2026. On August 18, 2026 it converted from an Ontario corporation into a Texas corporation under a plan of conversion, and filed a Form 8-K12B the same day (accession 0001062993-26-004492). Its certificate of formation authorises 1,000,000,000,000 shares, split evenly between common and preferred.

The company's current business, as described in the Form S-3 registration statement filed August 21, 2026 (File No. 333-298482, accession 0001062993-26-004554), combines digital-asset holdings with an operating subsidiary. It already held 0G tokens, which it describes as decentralised AI infrastructure, and characterises MemeCore as "an EVM-compatible Layer-1 blockchain built for the Meme 2.0 economy" that adds a consumer-facing application layer. The same document states that the company "also operate[s] as a global pharmaceutical distributor through our wholly owned subsidiary Phatebo," a German wholesale pharmaceutical business.

The shares trade on the Nasdaq Capital Market under ZSTK.

Why a token contribution reaches a cash-raise feed

Form D asks for the total amount sold in an offering. It does not ask what the purchaser paid with, and it provides no field to distinguish cash from property, services or, here, cryptocurrency. A contribution of tokens valued by the parties at $1.0 billion produces the same entry as a $1.0 billion wire.

That matters because the amount-sold field is the standard measure of private-market fundraising, used in aggregate league tables and in screens like AltStreet's own new-deals page, where this filing sorted to the top of the week on a number that involved no cash. Reading the accession is the only way to see the difference.

Why it matters

For anyone screening Form D data, the practical consequence is that a total-amount-sold figure is a valuation assigned by the parties to the transaction, not a verified transfer of funds. The valuation runs in both directions here: the tokens are marked at their stated market price, while the stock is priced at what the company describes as more than twelve times its own recent trading price.

The structural terms are also unusual enough to note. Most of the securities are pre-funded warrants that cannot be exercised until shareholders approve the issuance under Nasdaq Listing Rule 5635, and the release states the resulting shares are subject to a lock-up of up to ten years. A reader who treats the $1.0 billion as capital available to the business today would be reading past both conditions.

What the filings do not show

The filings do not establish the market value of the MemeCore tokens independently of the parties' agreement. The $1.08 per token figure is the company's characterisation of a prevailing trading price; no filing reviewed here contains a third-party valuation, an auditor's view, or a trading-venue reference for it.

Neither the Form D nor the announcement states ZeroStack's share price on or around August 19, 2026, so the "more than twelve times" premium cannot be verified from these documents alone. The filings likewise do not state the ownership, principals or prior dealings of Puple AI Inc. or Blockcat Pte. Ltd., nor whether either is affiliated with MemeCore beyond the release's reference to "the Memecore principals."

Nothing reviewed here indicates any deficiency in the filings. Reporting non-cash consideration in the total-amount-sold field is how Form D works, and the $5,000,000,000 minimum-investment entry is reported as filed without any inference about its cause. Whether the shareholder approval the warrants require is obtained, and on what timetable, is not addressed by any document reviewed.