Singapore, Singapore, August 20, 2026 — MemeCore announced a landmark strategic transaction involving Puple AI Inc. and Blockcat Pte. Ltd., principals of the MemeCore ecosystem, and Nasdaq-listed ZeroStack Corp. (“ZeroStack”).

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.

MemeCore said the transaction significantly expands its strategic exposure to public markets and deepens its long-term relationship with ZeroStack’s decentralized artificial intelligence strategy.

The structure follows the corporate treasury playbook that publicly listed companies have increasingly used to hold digital assets as core balance-sheet positions — a model that lets public-market investors hold indirect exposure to the underlying tokens through ordinary brokerage accounts, and in turn gives token ecosystems a foothold in regulated equity markets.

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.

Nasdaq Listing Rule 5635 is the exchange rule setting out when listed companies must obtain shareholder approval before issuing shares in certain transactions, including large issuances and deals priced below prevailing market levels. Pre-funded warrants, meanwhile, are warrants paid for at issuance so that shares can be delivered later without a further exercise payment, and the up-to-ten-year lock-up on those shares runs far longer than the multi-month restrictions customary in conventional equity financings.

Connecting meme culture, decentralized AI and public markets

MemeCore said the transaction is more than a strategic investment. According to the company, 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, a project building blockchain-based infrastructure for AI workloads. Through this transaction, MemeCore and ZeroStack expect to explore opportunities connecting ZeroStack’s decentralized AI strategy with MemeCore’s ecosystem and community.

MemeCore said it believes the combination of decentralized infrastructure, consumer-driven digital economies and institutional capital can create new opportunities for both ecosystems over the long term.

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

“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. 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.”

Rong’s appointment places a principal of the MemeCore ecosystem in the leadership of a Nasdaq-listed company, formalizing a governance link between the two sides that extends beyond the token-for-equity exchange itself.

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. 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.”

A new chapter for MemeCore

MemeCore said it was built on the idea that memes can evolve beyond short-lived speculation into sustainable cultural and economic ecosystems.

The strategic relationship with ZeroStack expands that vision beyond the crypto-native market, the company said. 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.

ZeroStack’s own profile illustrates how listed companies are being adapted for this role: alongside its digital asset strategy, the company continues to operate a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH.

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

About MemeCore ($M)

MemeCore is a dedicated Layer 1 blockchain designed to transform internet memes from short-term speculative assets into sustainable cultural and economic ecosystems. Through its infrastructure and ecosystem applications, MemeCore enables meme-driven communities, creators and users to participate in an on-chain economy built around culture, engagement and community value. $M is the native asset of the MemeCore ecosystem.

About ZeroStack Corp.

ZeroStack Corp. is a Nasdaq-listed company focused on providing exposure to decentralized artificial intelligence and next-generation digital infrastructure assets. The company also operates a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH.

Important transaction information

The transaction described above is subject to the terms and conditions of the definitive transaction documents.

Shares underlying the pre-funded warrants will not be issued unless and until the required shareholder approval is obtained in accordance with Nasdaq Listing Rule 5635. Such shares will also be subject to applicable lock-up provisions following closing.

Readers should refer to ZeroStack’s filings with the U.S. Securities and Exchange Commission for complete information regarding the transaction and its terms.

Forward-looking statements

This press release contains forward-looking statements regarding, among other things, the expected strategic relationship between MemeCore and ZeroStack, potential ecosystem collaboration, decentralized AI opportunities, institutional participation and the anticipated benefits of the transaction.

Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or developments to differ materially from those expressed or implied. These statements are not guarantees of future performance. Readers should not place undue reliance on forward-looking statements and should review the applicable disclosures, risk factors and transaction information contained in ZeroStack’s filings with the U.S. Securities and Exchange Commission.

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Cherry Hsu
Cherry@memecore.org

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