ZeroStack, a Nasdaq-listed company focused on decentralized AI infrastructure, has agreed to take in $1 billion worth of MemeCore tokens from the project's principals. Puple AI Inc. and Blockcat Pte. Ltd. will contribute 925,925,926 $M tokens valued at $1.08 each. In return, they get 3.5 million shares of ZeroStack common stock and pre-funded warrants for up to 36.2 million more shares.
How the deal is built
The token-for-stock swap is structured as a strategic transaction. MemeCore's principals hand over the $M tokens, and ZeroStack issues shares and warrants. The warrants carry an agreed value of $25.19 per share — a premium of more than twelve times ZeroStack's recent market trading price. That's a steep gap, and it's tied to a condition: exercising those warrants requires shareholder approval under Nasdaq Listing Rule 5635. Any shares issued from the warrants are also subject to a ten-year lock-up.
Rudy Rong takes the president's seat
Along with the capital, ZeroStack gets new leadership. Rudy Rong, a principal of MemeCore, will become president of the company. ZeroStack's focus is decentralized AI infrastructure, and it holds strategic exposure to the 0G ecosystem. Rong's appointment suggests the token side will have a direct hand in how that business runs.
What the deal is for
The stated goal is to bridge MemeCore with public markets and expand collaboration across decentralized AI, digital assets, and blockchain-powered cultural economies. For ZeroStack, the inflow of $M tokens gives it a large stake in a meme-adjacent project with real token value. For MemeCore's principals, the deal offers a Nasdaq listing and a path to institutional shareholders — assuming the warrant exercise gets the green light. That vote is the next concrete step, and it hasn't been scheduled yet.
