SCHEDULE 13D: GG Mars Capital Boosts ZenaTech Stake to 6.69%

GG Mars Capital, Inc. has increased its beneficial ownership in ZenaTech, Inc. to 6.694% of common stock through a debt-to-equity conversion.

Summary

• GG Mars Capital, Inc. (Reporting Person) filed a Schedule 13D, disclosing an increase in its beneficial ownership of ZenaTech, Inc. (Issuer) common stock.
• The Reporting Person now beneficially owns 1,784,864 common shares, representing approximately 6.694% of ZenaTech's outstanding common shares.
• This increase resulted from the conversion of $753,360 outstanding under a convertible line of credit, provided by GG Mars Capital to ZenaTech in August 2019.
• On April 13, 2025, GG Mars Capital acquired 430,000 common shares at a conversion price of $1.752 per share.
• The acquisition was made for investment purposes, and GG Mars Capital currently has no plans or proposals to change ZenaTech's business or corporate structure.

Sentiment

Score: 6

Explanation: The conversion of debt to equity by a significant investor is generally a positive signal of confidence, although it also results in shareholder dilution. The lack of stated plans for corporate changes suggests a passive investment for now.

Positives

• GG Mars Capital, a finance company, increased its stake in ZenaTech, signaling confidence in the Issuer's future.
• The conversion of debt to equity reduces ZenaTech's outstanding debt burden by $753,360.

Negatives

• The conversion of debt into common shares results in dilution for existing ZenaTech shareholders.

Risks

• No specific operational or financial risks for ZenaTech are detailed in this filing. The filing confirms that the Reporting Person and its officers/directors have no recent history of criminal or civil proceedings related to securities laws.

Future Outlook

GG Mars Capital states that the acquisition of ZenaTech common stock is for investment purposes, and it currently has no plans or proposals that would result in changes to ZenaTech's corporate structure, management, or business operations.

Industry Context

This filing primarily details a change in beneficial ownership by an investor and does not provide sufficient information to analyze broader industry trends or competitor actions for ZenaTech, Inc.

Legal Proceedings

• The filing states that neither GG Mars Capital, Inc. nor any of its directors or officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding subject to a judgment, decree, or final order enjoining future violations of federal or state securities laws during the past five years.

Related Party Transactions

• GG Mars Capital, Inc. provided a convertible line of credit to ZenaTech, Inc. in August 2019, a portion of which was converted into common shares. This constitutes a transaction between a significant shareholder (now 6.694%) and the Issuer.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares, but may benefit from the reduction of ZenaTech's debt.
• Creditors: The conversion reduces ZenaTech's debt obligations to GG Mars Capital.

Key Dates

Recommendation

The filing indicates a significant investor, GG Mars Capital, has increased its stake in ZenaTech by converting debt to equity. This action suggests confidence in the company's long-term prospects and reduces ZenaTech's debt burden. However, without additional financial performance data or strategic updates from ZenaTech, a definitive 'buy' or 'sell' recommendation is not warranted. The increased stake by a financial entity warrants a 'hold' recommendation, suggesting investors monitor ZenaTech's future performance and GG Mars Capital's ongoing involvement.

Keywords

ZenaTech, GG Mars Capital, Schedule 13D, beneficial ownership, common stock, convertible debt, debt-to-equity conversion, investment, shareholder stake