ZeroStack Corp 2026年季度报告

Washington, D.C. 20549 FORM 10-Q ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from _____________ to _____________ Commission file number 001-40397ZeroStack Corp. (Exact name of registrant as specified in its charter) (954) 842-4989(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Cautionary Statement Regarding Forward-Looking Statements Cautionary Statement Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements," as that term is defined under thePrivate Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), andSection 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements may includeprojections and estimates concerning our possible or assumed future results of operations, financial condition, business strategies andplans, market opportunity, competitive position, industry environment, and potential growth opportunities. In some cases, you canidentify forward-looking statements by terms such as "may", "will", "should", "believe", "expect", "could", "intend", "plan","anticipate", "estimate", "continue", "predict", "project", "potential", "target," "goal" or other words that convey the uncertainty offuture events or outcomes. You can also identify forward-looking statements by discussions of strategy, plans or intentions. We havebased these forward-looking statements on our current expectations and assumptions about future events. While our management the satisfaction of customary closing conditions related to the Exchange (as defined below) and to complete the Financing (asdefined below);the date on which the Exchange is expected to close;our ability to obtain shareholder approval for the Exchange and/or planned redomicile from the province of Ontario to theState of Texas;Texas Blocker Corp.'s ("Texas Blocker") ability to obtain stockholder approval by written consent for the Exchange.our limited operating history and net losses;fluctuations in the market price of $0G, the native token of the 0G Chain, a layer-1 blockchain designed to enable users todeploy and operate decentralized artificial intelligence ("AI") applications and data ("0G Tokens", each a "0G Token"or "0G")or any other digital assets we might hold;the possibility that any one of the 0G Tokens and any other assets we might hold (collectively, the "Cryptocurrencies") maybe classified as a "security"; the other risks described under Part I, Item 1A, "Risk Factors" included in our Annual Report on Form 10-K for the fiscalyear ended December 31, 2025 (the "2025 Annual Report") filed with the Securities and Exchange Commission (the "SEC")on February 27, 2026, as well as described from time to time in our other filings with the SEC. Given the foregoing risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements in thisQuarterly Report. The forward-looking statements contained in this Quarterly Report are not guarantees of future performance and ouractual results of operations and financial condition may differ materially from such forward-looking statements. In addition, even if Any forward-looking statement that we make in this Quarterly Report speaks only as of the date of this Quarterly Report. Except asrequired by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the PART I ZeroStack Corp. Unaudited Condensed Interim Consolidated Statements of Financial Position as of March 31, 2026 and December31, 20255 ZeroStack Corp. ZeroStack Corp. Notes to the unaudited condensed interim consolidated financial statements For the three months ended March 31, 2026 1.NATURE OF OPER