MemeCore Principals Enter into a US$1.0 Billion Strategic Transaction with Nasdaq-Listed ZeroStack. Landmark Transaction Establishes Strategic Equity Position and Expands MemeCore’s Reach Across Decentralized AI, Digital Assets and Public Markets
MemeCore today announced a landmark strategic transaction involving Puple AI Inc. and Blockcat Pte. Ltd., principals of the MemeCore ecosystem, and Nasdaq-listed ZeroStack Corp. (“ZeroStack”).
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 925,925,926 $M tokens contributed in the transaction 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.
Connecting Meme Culture, Decentralized AI and Public Markets
For MemeCore, the transaction represents more than a strategic investment.
It creates a bridge between the MemeCore ecosystem and the public capital markets while expanding opportunities for collaboration across decentralized AI, digital assets, consumer applications and blockchain-powered cultural economies.
ZeroStack is focused on providing public-market exposure to decentralized AI infrastructure and currently maintains strategic exposure to the 0G ecosystem. Through this transaction, MemeCore and ZeroStack expect to explore opportunities that connect ZeroStack’s decentralized AI strategy with MemeCore’s rapidly growing ecosystem and community.
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.
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.
This is not simply about an investment. It is about building a bridge between two rapidly evolving ecosystems and expanding what is possible for MemeCore on a global scale.”
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.”
A New Chapter for MemeCore
MemeCore was built around the idea that memes can evolve beyond short-lived speculation into sustainable cultural and economic ecosystems.
The strategic relationship with ZeroStack expands that vision beyond the crypto-native market.
By establishing exposure to a Nasdaq-listed company focused on decentralized AI and digital assets, the transaction creates new potential pathways connecting MemeCore’s community, applications and cultural economy with institutional and public-market infrastructure.
Following the transaction, MemeCore and ZeroStack intend to explore opportunities for ecosystem collaboration, technology integration and broader institutional participation.
About MemeCore ($M)
MemeCore is a dedicated Layer 1 blockchain designed to transform internet memes from short-term speculative assets into sustainable cultural and economic ecosystems.
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.
About ZeroStack Corp.
ZeroStack Corp. is a Nasdaq-listed company focused on providing exposure to decentralized artificial intelligence and next-generation digital infrastructure assets.
The company also operates a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH.
Important Transaction Information
The transaction described above is subject to the terms and conditions of the definitive transaction documents.
Shares underlying the pre-funded warrants will not be issued unless and until the required shareholder approval is obtained in accordance with Nasdaq Listing Rule 5635. Such shares will also be subject to applicable lock-up provisions following closing.
Readers should refer to ZeroStack’s filings with the U.S. Securities and Exchange Commission for complete information regarding the transaction and its terms.
Forward-Looking Statements
This press release contains forward-looking statements regarding, among other things, the expected strategic relationship between MemeCore and ZeroStack, potential ecosystem collaboration, decentralized AI opportunities, institutional participation and the anticipated benefits of the transaction.
Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or developments to differ materially from those expressed or implied.
These statements are not guarantees of future performance. Readers should not place undue reliance on forward-looking statements and should review the applicable disclosures, risk factors and transaction information contained in ZeroStack’s filings with the U.S. Securities and Exchange Commission.
Press Contact: Cherry Hsu
Email: Cherry@memecore.org
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