{"schema_version":"secwatch.filing_event.v1","accession":"0001062993-26-001764","form_type":"8-K","ticker":"ZSTK","cik":"0001790169","company_name":"ZeroStack Corp.","filed_at":"2026-03-31T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.192422+00:00","generated_at":"2026-05-15T08:12:47.540347+00:00","sec_items":["1.01","1.02","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"ZeroStack to issue shares for 142M Zero Gravity tokens, settles convertible note","bullets":["Texas Blocker issued 9.1M shares in exchange for 142M 0G tokens valued at ~$107M (Token FMV $0.7549).","ZeroStack will exchange those Blocker shares for its own shares/warrants, making Texas Blocker a subsidiary.","ZeroStack settled a convertible note with Zero Gravity Labs by paying 50M tokens (~$37.75M) and received full release.","Transaction subject to shareholder approval; closing expected March 31, 2026; ZeroStack to become US domestic corp."],"urls":{"canonical":"https://secwatch.observer/filing/0001062993-26-001764","json":"https://secwatch.observer/filing/0001062993-26-001764.json","markdown":"https://secwatch.observer/filing/0001062993-26-001764.md","text":"https://secwatch.observer/filing/0001062993-26-001764.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1790169/000106299326001764/0001062993-26-001764-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1790169/000106299326001764/form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T08:12:47.540347+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"11b71294af5578e846b2ef9e415b38ea3d96bc25","claim":"ZeroStack Corp. entered into Securities Contribution Agreements and Stockholders' Agreement with Texas Blocker Corp. and certain investors valued at 142,232,948 native tokens in exchange for 9,104,614 Blocker Shares (effective 2026-03-31).","evidence_excerpt":"On March 31, 2026, Texas Blocker Corp., a Texas corporation (“ Texas Blocker ”) that was formed by Daniel Reis-Faria and Dany Vaiman, the Chief Executive Officer and Chief Financial Officer, respectively, of ZeroStack Corp., an Ontario corporation (the “ Company ” or “ ZeroStack ”), for the purpose of facilitating the Exchange (as defined below), entered into securities contribution agreements (the “ Securities Contribution Agreements ”) with certain investors (the “ Investors ”) pursuant to which the Investors contributed an aggregate of 142,232,948 native tokens of the Zero Gravity (0G) blockchain (the “ Tokens ” and each a “ Token ”) in exchange for an aggregate of 9,104,614 shares of common stock, $0.001 par value, of Texas Blocker (the “ Blocker Shares ”) issued on a private placement basis (the “ Contribution ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1790169/000106299326001764/0001062993-26-001764-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Texas Blocker Corp. and certain investors"},{"label":"Value","value":"142,232,948 native tokens in exchange for 9,104,614 Blocker Shares"},{"label":"Effective","value":"2026-03-31"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}