SCHEDULE: GG Mars Capital Acquires ZenaTech Stake

GG Mars Capital has acquired a significant stake in ZenaTech, Inc. by converting a line of credit and preferred shares into common stock.

Summary

• GG Mars Capital, Inc. has filed a Schedule 13D amendment to report its beneficial ownership of ZenaTech, Inc. common stock.
• The Reporting Person acquired 195,652 common shares on May 12, 2026, through the conversion of $314,608.00 outstanding under a convertible line of credit provided in October 2024, at a price of $1.6080 per share.
• Additionally, on May 12, 2026, 200,000 preferred shares were converted into 600,000 common shares at a rate of one preferred share into three common shares.
• Following these transactions, GG Mars Capital beneficially owns 4,150,516 common shares, representing 5.362% of ZenaTech, Inc.'s outstanding common shares.
• GG Mars Capital has sole voting and dispositive power over these shares.
• The acquisition was for investment purposes, and the Reporting Person has no current plans for any significant changes to the Issuer's business or management.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, reflecting a standard disclosure of a significant investment stake acquired through debt and preferred stock conversion, with no immediate indication of aggressive strategic intent.

Positives

• GG Mars Capital has increased its investment in ZenaTech, Inc., indicating confidence in the company's future prospects.
• The conversion of debt and preferred stock into common equity strengthens ZenaTech's balance sheet by reducing liabilities.
• The acquisition of shares for investment purposes suggests a long-term perspective from GG Mars Capital.

Negatives

• The conversion of a significant line of credit into equity dilutes existing shareholders' ownership percentage.
• The filing indicates a substantial portion of the company's shares are now held by a single entity, potentially impacting market liquidity.

Risks

• Potential for future share price volatility due to the significant ownership stake held by GG Mars Capital.
• The company's reliance on a convertible line of credit for a portion of its equity structure could indicate past funding challenges.

Future Outlook

The filing states that GG Mars Capital has no plans or proposals that relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D, indicating a passive investment approach for the time being.

Management Comments

• GG Mars Capital acquired the Issuer's common stock for investment purposes.
• None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by GG Mars Capital signifies a shift in ZenaTech, Inc.'s ownership structure, with a financial entity now holding a notable percentage of the company's stock. This type of filing often precedes or follows significant corporate actions or reflects a strategic investment by financial firms in companies they believe are undervalued or poised for growth.

Stakeholder Impact

• Shareholders: Potential dilution of ownership percentage due to the conversion of debt and preferred stock into common shares. Increased influence of GG Mars Capital on company decisions.
• Creditors: Reduction in outstanding debt for ZenaTech, Inc. as a result of the conversion of the line of credit.
• Management: May face increased scrutiny or influence from GG Mars Capital, depending on their future intentions.

Next Steps

• GG Mars Capital will continue to monitor its investment in ZenaTech, Inc.
• ZenaTech, Inc. will continue its business operations as usual, subject to any future strategic decisions by GG Mars Capital.

Key Dates

Recommendation

The filing indicates a significant investment by GG Mars Capital, but the stated purpose is for investment only, with no immediate plans for strategic changes. This suggests a 'hold' position until further clarity on GG Mars Capital's long-term intentions for ZenaTech, Inc. emerges.

Keywords

ZenaTech, Inc., GG Mars Capital, Schedule 13D, Beneficial Ownership, Convertible Line of Credit, Preferred Stock Conversion, Investment Purposes, Common Stock, SEC Filing