ZeroStack Announces US$1.0 Billion Strategic Contribution of Memecore ($M) Tokens at US$25.19 Per Share

Transaction Represents an Unprecedented Strategic Investment Premium

Dallas, Texas--(Newsfile Corp. - August 19, 2026) - ZeroStack Corp. (NASDAQ: ZSTK) ("ZeroStack" or the "Company") today announced that it has entered into a definitive transaction pursuant to which Puple AI Inc. and Blockcat Pte. Ltd. have agreed to contribute an aggregate of US$1.0 billion of Memecore tokens to the Company in exchange for 3,500,000 ZeroStack common shares and pre-funded warrants to purchase up to 36,198,293 additional common shares (the "Warrants"), with the prefunded warrants issued at a price of US$25.19 per share. Shares issuable upon exercise of the Warrants will not be issued unless and until approved by ZeroStack's shareholders in accordance with Nasdaq Listing Rule 5635, and such shares will be subject to a lock-up of up to ten years following closing.

The agreed share price represents a premium of more than twelve times ZeroStack's recent market trading price, while the Memecore tokens contributed to the transaction, consisting of 925,925,926 $M tokens, were valued at their prevailing fair market trading price of $1.08 per token.

Management believes the transaction represents one of the most significant valuation premiums accepted by a strategic cryptocurrency investor in a public company and reflects the Memecore principals' conviction in ZeroStack's long-term strategy, management team and unique positioning within the decentralized artificial intelligence ecosystem. The transaction fosters ZeroStack's strategy of building a full-stack position in the consumer driven distributed artificial intelligence market segment, which Management expects to grow through MemeCore's creation of consumer-facing cultural economies.

The transaction also substantially expands ZeroStack's strategic relationship with the Memecore ecosystem and creates what management believes to be significant opportunities for collaboration between ZeroStack's existing 0G portfolio and the rapidly growing Memecore community. Management believes that the willingness of the Memecore principals to acquire ZeroStack equity at a substantial premium while valuing the contributed Memecore tokens at prevailing market prices demonstrates a strong conviction that ownership of ZeroStack shares provides unique strategic exposure to the Company's existing and future digital asset activities.

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