ZeroStack Corp. entered into a Share Exchange Agreement to acquire Texas Blocker Corp., making it a wholly-owned subsidiary. Texas Blocker Corp. was formed by ZeroStack's CEO and CFO to facilitate the exchange. Investors contributed 142,232,948 native tokens of the Zero Gravity (0G) blockchain to Texas Blocker in exchange for 9,104,614 Blocker Shares. The fair market value of each 0G token was deemed US$0.7549, and each Blocker Share was deemed US$11.7931. ZeroStack will issue an aggregate of 9,104,614 common shares and/or pre-funded warrants in exchange for all Blocker Shares. The transactions are intended to qualify as tax-deferred contributions under Section 351(a) of the U.S. Internal Revenue Code. ZeroStack expects to be classified as a U.S. domestic corporation for federal income tax purposes under Section 7874(b) post-Exchange. ZeroStack also settled a convertible note with Zero Gravity Labs Inc. by paying 50,000,000 0G tokens. The ZeroStack Shares and Pre-funded Warrants are being issued in unregistered sales under exemptions from the Securities Act.