ZeroStack’s $1B Meme Coin Bet Triggers 167% Dilution, Shareholder Vote

ZeroStack is facing a pivotal shareholder vote after disclosing a $1 billion meme coin acquisition that would dilute existing shares by more than 167%. The company bought 925.9 million MemeCore M tokens on Aug. 19, paying with 3.5 million common shares and warrants for roughly 36.2 million additional shares. The tokens were valued at $1.08 each, but the deal delivered tokens rather than cash.

The warrants cannot be issued until shareholders approve a share increase above Nasdaq’s 19.99% cap. ZeroStack had just 21.6 million shares outstanding at the time of the filing. If all warrants are exercised, the share count would jump to 57.8 million, leaving the original base representing only 37.4% of the total. No date has been set for the vote, but the outcome will determine whether the company’s bet on MemeCore—a move tied to its earlier acquisition of the project—pays off or leaves investors with severely diminished stakes.