Nasdaq-listed ZeroStack has completed a landmark strategic transaction involving Puple AI Inc. and Blockcat Pte. Ltd., principals of the MemeCore ecosystem, and ZeroStack Corp. Under the definitive agreement, Puple AI Inc. and Blockcat Pte. Ltd. have agreed to contribute an aggregate of US$1.0 billion worth of MemeCore ($M) tokens to ZeroStack in exchange for 3,500,000 shares of ZeroStack common stock and pre-funded warrants to purchase up to 36,198,293 additional shares. The transaction represents a significant expansion of MemeCore's strategic exposure to the public markets and establishes a deeper long-term relationship between the MemeCore ecosystem and ZeroStack's decentralized artificial intelligence strategy.
The transaction involves 925,925,926 $M tokens contributed in the transaction, which were valued at their prevailing 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 of more than twelve times ZeroStack's recent market trading price. Shares issuable upon exercise of the warrants will not be issued unless and until approved by ZeroStack shareholders in accordance with Nasdaq Listing Rule 5635 and will be subject to a lock-up of up to ten years following closing. No additional valuation metrics for the overall transaction were disclosed beyond the stated token and share economics.
As part of the agreement, Rudy Rong, a principal of MemeCore who is being appointed President of ZeroStack in connection with the transaction, commented: "From the beginning, MemeCore has been focused on building an ecosystem capable of taking meme culture beyond short-term speculation and transforming it into lasting economic and cultural value. Our strategic relationship with ZeroStack opens a new chapter for that vision. By connecting MemeCore with decentralized AI, public markets and institutional capital, we believe we can create entirely new opportunities for ecosystem growth and global participation." Daniel Reis-Faria, Chief Executive Officer of ZeroStack, said: "This transaction represents a defining milestone not only for ZeroStack, but for the broader digital asset industry. We believe the combination of our existing 0G holdings with a strategic position in the MemeCore ecosystem creates a compelling platform capable of generating long-term value for shareholders while positioning ZeroStack at the intersection of decentralized AI, digital assets and institutional capital."
ZeroStack Corp. is described as the first Nasdaq-listed asset management company focused on providing exposure to decentralized artificial intelligence, while also operating a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH. MemeCore is described as a top 50 cryptocurrency and a dedicated Layer 1 blockchain aimed at meme-driven communities. Through its infrastructure and ecosystem applications, MemeCore enables meme-driven communities, creators and users to participate in an on-chain economy built around culture, engagement and community value. $M is the native asset of the MemeCore ecosystem.
Following the transaction, MemeCore and ZeroStack intend to explore opportunities for ecosystem collaboration, technology integration and broader institutional participation. The strategic relationship creates new potential pathways connecting MemeCore's community, applications and cultural economy with institutional and public-market infrastructure. MemeCore believes the combination of decentralized infrastructure, consumer-driven digital economies and institutional capital can create new opportunities for both ecosystems over the long term.
