ZeroStack completed its Aug. 19 acquisition of 925,925,926 MemeCore M tokens, paying with 3.5 million shares and warrants that are structured to allow conversion into up to 36.2 million additional shares, for an aggregate consideration of roughly $1 billion. The acquisition adds warrants representing roughly 167 % of ZeroStack’s current share count. Under Nasdaq Listing Rule 5635, the warrants may be issued only after shareholders approve an exemption to the 19.99 % issuance cap; no voting date has been set. ZeroStack had 21,624,341 common shares outstanding on Aug. 19. If the warrants are fully exercised, the total share count would rise to 57,822,635, making the original shares about 37.4 % of the pro‑forma total. The warrant shares are subject to a lock‑up period of up to ten years, which ZeroStack says may be waived or renegotiated by mutual written consent. The filing lists a broader shareholder group covering 54,609,992 shares, including private‑placement trades, shares issued to CEO Daniel Reis‑Faria, executive stock options, and the MemeCore warrant shares. Holders such as Puple AI, Blockcat, company insiders, and funds managed by Hack VC and Zero Gravity Labs may sell some or all of their shares, and ZeroStack will receive no proceeds. ZeroStack has not set a date for the shareholder vote, and the outcome of the vote will determine whether the warrant shares are issued, potentially diluting existing shareholders' ownership percentages.