Key Facts
- MemeCore principals will contribute US$1.0bn of $M tokens to Nasdaq-listed ZeroStack Corp.
- In exchange they receive 3,500,000 ZeroStack shares plus pre-funded warrants over up to 36,198,293 more.
- The 925,925,926 tokens are valued at US$1.08 each, their prevailing fair market trading price.
- Warrants carry an agreed value of US$25.19 per share — over twelve times ZeroStack’s recent trading price.
- Warrant shares require shareholder approval under Nasdaq Listing Rule 5635 and a lock-up of up to ten years.
MemeCore has announced a strategic transaction that routes its native token onto a US public company’s balance sheet. Puple AI Inc. and Blockcat Pte. Ltd., principals of the MemeCore ecosystem, have agreed to contribute an aggregate US$1.0bn worth of MemeCore ($M) tokens to Nasdaq-listed ZeroStack Corp in return for equity.
The consideration is 3,500,000 shares of ZeroStack common stock plus pre-funded warrants to purchase up to 36,198,293 additional shares. The token side comprises 925,925,926 $M, valued at their prevailing fair market trading price of US$1.08 per token.
The warrant terms are the unusual part
The pre-funded warrants carry an agreed value of US$25.19 per share, which the parties describe as a premium of more than twelve times ZeroStack’s recent market trading price. Those shares are not issued at closing: they require ZeroStack shareholder approval under Nasdaq Listing Rule 5635, and are subject to a lock-up of up to ten years afterwards.
That structure keeps the dilution gated and the exit distant — the mechanism by which a token contribution of this size can sit on a listed balance sheet without immediately reordering the share register.
What ZeroStack is
ZeroStack provides public-market exposure to decentralised AI infrastructure and currently holds strategic exposure to the 0G ecosystem. It also runs a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH. Rudy Rong, a MemeCore principal, is being appointed President of ZeroStack in connection with the transaction.
“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,” Rong said. “This is not simply about an investment. It is about building a bridge between two rapidly evolving ecosystems.”
Daniel Reis-Faria, Chief Executive Officer of ZeroStack, said the deal is “a defining milestone not only for ZeroStack, but for the broader digital asset industry”, adding that combining the existing 0G holdings with a MemeCore position “creates a compelling platform capable of generating long-term value for shareholders”.
A treasury structure the market is still pricing
The transaction lands in a category that has expanded quickly and is now attracting structural scrutiny. Listed digital asset treasury companies have moved well beyond bitcoin: Nasdaq-listed Reliance Global converted its entire crypto treasury into Zcash in November 2025, one of several firms rotating into single-asset positions.
Index treatment is the open question for the model. In June 2026, MSCI deferred a decision on excluding companies whose digital assets exceed 50% of total assets from its global equity indexes — preserving Strategy’s place while freezing its weighting. Any listed vehicle taking on a token position of scale now does so against an unresolved question about how equity benchmarks will classify it.
What happens next
MemeCore, a Layer 1 blockchain built to turn internet memes into sustainable cultural and economic ecosystems, and ZeroStack say they intend to explore ecosystem collaboration, technology integration and broader institutional participation following the transaction.
Risk warning. The transaction is subject to the terms of the definitive documents, and warrant shares will not be issued unless shareholder approval is obtained under Nasdaq Listing Rule 5635. Statements about expected collaboration and anticipated benefits are forward-looking, are not guarantees of future performance, and involve risks that could cause actual outcomes to differ materially. Readers should refer to ZeroStack’s filings with the US Securities and Exchange Commission for complete terms and risk factors.
Frequently asked questions
What exactly is being exchanged?
925,925,926 MemeCore ($M) tokens worth US$1.0bn, for 3,500,000 ZeroStack shares and pre-funded warrants over up to 36,198,293 further shares.
When do the warrant shares get issued?
Only after ZeroStack shareholders approve the issuance under Nasdaq Listing Rule 5635, with a lock-up of up to ten years following closing.
Does MemeCore itself list on Nasdaq?
No. Its principals take an equity position in an already-listed company; the $M token is not itself listed.
