0001062993-26-001764
SEC filingZeroStack Corp. entered into agreements to acquire 142.2 million 0G Tokens in exchange for 9.1 million shares, settled a debt with 50 million Tokens, and plans to become a U.S. domestic corporation for tax purposes.
ZeroStack Corp. executed a series of interconnected transactions on March 31, 2026, designed to significantly restructure its asset base and tax domicile. The company facilitated the contribution of 142,232,948 native tokens of the Zero Gravity (0G) blockchain through a newly formed Texas corporation, Texas Blocker Corp. This vehicle, established by ZeroStack's CEO and CFO, issued 9,104,614 shares to investors in exchange for the tokens, valuing each token at US$0.7549. Concurrently, ZeroStack entered into a Share Exchange Agreement to acquire Texas Blocker, effectively absorbing the token assets in exchange for issuing 9,104,614 ZeroStack common shares or pre-funded warrants. This structure is intended to qualify as a tax-deferred contribution under Section 351(a) of the Internal Revenue Code.
A critical strategic outcome of this transaction is ZeroStack's expectation to be classified as a U.S. domestic corporation for U.S. federal income tax purposes under Section 7874(b) following the exchange. This represents a material shift in the company's tax status. Additionally, the company resolved a convertible note obligation with Zero Gravity Labs Inc. by paying 50,000,000 0G Tokens, satisfying all principal and interest obligations. The securities issued in these transactions were offered pursuant to exemptions under Section 4(a)(2), Regulation D, and Regulation S, and remain subject to shareholder approval for issuance under Nasdaq rules.