Blockchain Builders Fund I, LP and related reporting persons filed a Schedule 13G with the SEC on November 13, 2026, disclosing beneficial ownership of 82,886 shares of ZeroStack Corp. common stock, representing 9.9% of the class, as of a triggering event dated December 19, 2025.

Key Highlights

  • Beneficial ownership reported: 82,886 shares of ZeroStack Corp. common stock, equal to 9.9% of the class, as reported by all four filing persons.
  • Source of shares: The shares are issuable upon exercise of pre-funded warrants to purchase 225,989 shares of common stock, acquired by Blockchain Builders Fund I, LP in a private placement on September 26, 2025.
  • Ownership blocker: A 9.99% beneficial ownership blocker limits the exercisable portion of the pre-funded warrants, reducing the deemed beneficial ownership from 225,989 shares to 82,886 shares.
  • Shareholder approval date: The pre-funded warrants became exercisable on December 19, 2025, when ZeroStack Corp. shareholders approved the underlying share issuance under Nasdaq Rules 5635(c) and 5635(d).
  • Shares outstanding used for calculation: The 9.9% figure is based on 746,855 shares of common stock outstanding on December 19, 2025, plus the 82,886 shares the Fund has the right to acquire.
  • Reporting persons: Blockchain Builders Fund I, LP; Blockchain Builders GP, LLC (general partner); Blockchain Builders, LLC (investment manager); and Gil Rosen (Manager of the investment manager), all with shared voting and dispositive power of 82,886 shares and no sole power.
  • Issuer history noted: ZeroStack Corp. was formerly named Flora Growth Corp., changed its name effective January 29, 2026, and reincorporated from Ontario, Canada to Texas effective August 18, 2026.

Blockchain Builders Fund Reaches 9.9% Threshold in ZeroStack Through Pre-Funded Warrant Position

According to the Schedule 13G filing, Blockchain Builders Fund I, LP acquired pre-funded warrants to purchase 225,989 shares of ZeroStack Corp. common stock in a private placement on September 26, 2025. The warrants were not immediately exercisable; they required shareholder approval of the underlying share issuance pursuant to Nasdaq Rules 5635(c) and 5635(d). That approval occurred at a special meeting of ZeroStack shareholders on December 19, 2025, which the filing identifies as the date of the event requiring this statement.

The filing notes that the pre-funded warrants are subject to a blocker provision preventing exercise if it would cause the holder, together with affiliates and persons acting as a group, to beneficially own more than 9.99% of outstanding common stock. As a result, the Fund is deemed to beneficially own only 82,886 shares rather than the full 225,989 shares underlying the warrants. The percentage of 9.9% is calculated on a base of 746,855 shares of common stock outstanding on December 19, 2025, plus the 82,886 shares the Fund has the right to acquire, in accordance with Rule 13d-3(d)(1)(ii).

The four reporting persons - Blockchain Builders Fund I, LP; Blockchain Builders GP, LLC; Blockchain Builders, LLC; and Gil Rosen - each report shared voting power and shared dispositive power of 82,886 shares, with zero sole voting or dispositive power. The filing states that the General Partner, the Investment Manager, and Mr. Rosen "may be deemed to share voting power and dispositive power" by reason of their relationships with the Fund, but each disclaims beneficial ownership except to the extent of their own pecuniary interest. The reporting persons are jointly filing pursuant to Rule 13d-1(k)(1), and the filing states that the joint filing is not an admission that the reporting persons constitute a group for purposes of Section 13(d)(3).

What Was Disclosed

Four related entities and individuals filed a Schedule 13G disclosing beneficial ownership of 82,886 shares of ZeroStack Corp. common stock, representing 9.9% of the class, derived from pre-funded warrants acquired in a September 26, 2025 private placement and subject to a 9.99% ownership blocker.