A $1 billion meme coin purchase puts a huge 167% share dilution down to a single vote for ZeroStack

ZeroStack’s Aug. 21 resale registration puts a shareholder vote between the company and 36.2 million new shares tied to its MemeCore acquisition, a warrant block larger than its current outstanding stock.

The company completed the transaction on Aug. 19, acquiring 925,925,926 MemeCore M tokens in exchange for 3.5 million common shares and pre-funded warrants covering approximately 36.2 million additional shares, according to its Form 8-K. The parties valued the tokens at $1.08 each and the aggregate consideration at about $1 billion. The deal delivered tokens, rather than $1 billion in cash.

Those warrant shares cannot be issued until shareholders approve issuance above a 19.99% share cap under Nasdaq Listing Rule 5635. The filings do not set a date for that vote.

ZeroStack reported 21,624,341 common shares outstanding as of Aug. 19. The S-3’s 36,198,294 warrant shares equal about 167.4% of that base. If shareholders authorize the issuance and every warrant share is issued, outstanding shares would rise to 57,822,635 before accounting for other options, warrants, repurchases or issuances. The Aug. 19 base would then represent about 37.4% of the pro forma total.

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