MemeCore Puts $1bn of Tokens on a Nasdaq Balance Sheet

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.