ZeroStack Corp 2025年度报告
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number001-40397 ZeroStack Corp. (Exact Name of Registrant as Specified in Its Charter) 40 King St W Suite 2400, Toronto, ON M5H 3Y2, Canada(Address of Principal Executive Offices) (Zip Code) (954)842-4989(Registrant's Telephone Number, Including Area Code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and"emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo As of June 30, 2025, the last business day of the registrant's most recently completed second quarter, the aggregate market value of theregistrant's common stock held by non-affiliates of the registrant was approximately $11.2 million based on the closing price as reported on theNasdaq Capital Market on that date. For purposes of determining this number, all named executive officers and directors of the registrant as ofJune 30, 2025 were considered affiliates of the registrant. This number is provided only for the purposes of this Annual Report on Form 10-K, anddoes not represent an admission by either the registrant or any such person as to the affiliate status of such person. As of February 23, 2026, the registrant had 2,430,808 shares of its common stock, no par value ("Common Shares") outstanding. TABLE OF CONTENTS PagePart I.Item 1.Business5Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments38Item 1C. Cybersecurity38Item 2.Properties39Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39Part II.Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40Item 6.[Reserved]49Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations49Item 7A. Quantitative and Qualitative Disclosures about Market Risk66Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure125Item 9A. Controls and Procedures125Item 9B. Other Information125Item 9C. Disclosure regarding Foreign Jurisdictions that Prevent Inspections.126Part III.Item 10.Directors, Executive Officers and Corporate Governance126Item 11.Executive Compensation133Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters146Item 13.Certain Relationships and Related Transactions and Director Independence1
