ZeroStack Corp美股招股说明书(2026-06-17版)

Proxy StatementofZeroStack Corp.with respect to its Annual and Special Meeting of ShareholdersandProspectusofZeroStack Corp. This proxy statement/prospectus (this "Proxy Statement/Prospectus") is being furnished to you as a shareholder of ZeroStack Corp., anOntario Corporation ("ZeroStack," the "Company," "we," "us" and "our"), in connection with, subject to and conditional upon theapproval and implementation of, the proposed change in the jurisdiction of incorporation of ZeroStack from the Province of Ontario inCanada to the State of Texas in the United States pursuant to a "conversion" under Section 10.102 of the Texas Business OrganizationsCode, as amended ("TBOC"), also referred to a "continuance" under Section 181 of theBusiness Corporations Act(Ontario)("OBCA"). We are pursuing the Continuance for a number of reasons. The Continuance is intended to reduce operating expenses and transactionalinefficiencies that currently result from being subject to Canadian corporate and tax laws despite having no operations in Canada. Inaddition, following the Continuance, as a U.S. company, ZeroStack may be able to attract deeper pools of passive investment capital inthe U.S. particularly if and when the Common Shares becomes eligible for inclusion in U.S. stock market indices, and otherinvestment vehicles that only include securities of U.S.-domiciled companies. We chose the State of Texas to be our proposed domicileprincipally because (i) as a result of the Continuance, many of the complexities resulting from the Company becoming treated as aU.S. domestic corporation under Section 7874(b) of the Code (as defined below) pursuant to the U.S. Tax Reorganization (as definedbelow) would cease to apply as the Company would no longer be subject to tax in Canada, (ii) the Board considered Texas's statute-focused approach to corporate law as well as other merits of Texas law and determined that Texas's approach is likely to fosterpredictability and (iii) the State of Texas has a lower corporate tax than the Province of Ontario. References to "ZeroStack Texas"contained in this Proxy Statement/Prospectus refer solely to ZeroStack Corp., a Texas corporation, as of the effective time of theContinuance. If the Continuance is approved by our shareholders and the Company's board of directors (the "Board") so determines to proceed withthe Continuance, we will continue our legal existence in Texas as if we had originally been incorporated under the TBOC. Inconnection with the Continuance, each issued and outstanding common share of ZeroStack as an Ontario corporation (the "CommonShares") will then represent one share of common stock of ZeroStack Texas (the "ZeroStack Texas Shares"). Our Common Shares arecurrently traded on The Nasdaq Stock Market, LLC ("Nasdaq") under the ticker symbol "ZSTK". Following the completion of theContinuance, the ZeroStack Texas Shares will continue to be listed on Nasdaq under the symbol "ZSTK". If the Continuance isapproved by the shareholders, the Continuance would only be implemented after the closing of the Exchange (as defined below) upona determination by the Board that it is in the best interest of the Company and the shareholders at that time. In connection with anydetermination to implement the Continuance, the Board will set the timing for such Continuance. Although it is the current intention ofthe Board to proceed with the Continuance shortly following the Exchange, it has no obligation to do so and will have no liabilityassociated with any decision as to whether or not to proceed with the Continuance. At the annual and special meeting of our shareholders, in addition to the proposal relating to the Continuance described above, we arealso seeking the election of our director nominees; the re-appointment of Davidson & Company LLP as our independent registeredpublic accounting firm and authorization of the fixing of such firm's remuneration; approval of the issuance of Common Shares to beexchanged for shares of Texas Blocker Corp. in the Company's private placement transactions entered into by the Company withcertain investors, pursuant to the share exchange agreement dated March 31, 2026; approval of an amendment to the Company's 2022Incentive Compensation Plan, as amended on June 6, 2023, August 14, 2024, June 30, 2025 and December 19, 2025; approval of thegrant of stock options of the Company to the Company's Chief Executive Officer, Chief Financial Officer and Executive Chairman;and the ratification of an amendment to the bylaws of the Company to divide the directors of the Company's board of directors intothree classes, with directors in each class to serve staggered three-year terms, each as more fully described in this ProxyStatement/Prospectus and the accompanying notice of annual and special meeting of shareholders. This Proxy Statement/Prospectus constitutes a prospectus of ZeroStack under Section 5 of the Securities Act with respect tothe ZeroStack Texas Shares issuable in conn