Memecore Arrives On Nasdaq Through $1 Billion Landmark Treasury Transaction！

What Happened

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”).

For MemeCore, the transaction represents more than a strategic investment.

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.”

Market Context

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

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

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.

“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.

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.”

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.

Why It Matters

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.

Rudy Rong, a principal of MemeCore who is being appointed President of ZeroStack in connection with the transaction, commented:

Details

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.

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.

Following the transaction, MemeCore and ZeroStack intend to explore opportunities for ecosystem collaboration, technology integration and broader institutional participation.

About MemeCore ($M)