ZeroStack Corp. Debt Disclosure

On October 23, 2025, the Company received 50,000,000 0G Tokens from Zero Gravity in exchange for the issuance of the Zero Gravity Convertible Note in an aggregate original principal amount of 50,000,000 0G Tokens as part of the Cryptocurrency Offering discussed in Note 1. The Zero Gravity Convertible Note, which matures on September 22, 2035 and contains an option for the Company to prepay at any time by delivering the 0G Tokens back to the holder without penalty, was valued at $87.9 million on October 23, 2025. The Company has elected the fair value option under ASC 825-10-50-28 and accordingly measures the instrument at fair value each reporting period with changes in fair value recognized in the changes in financial instruments fair value line on the consolidated statements of loss and comprehensive loss. The fair value of the Zero Gravity Convertible Note was determined using a Monte Carlo simulation incorporating Brownian motion, which simulates a distribution of stock prices of the Company and the 0G Token prices throughout the term of the notes. The significant inputs to the valuation include an 9.9-year term to maturity, the closing value of 0G on October 23, 2025 ($1.76), the closing price of the Company’s common stock on October 23, 2025 ($13.87), a discount rate of 21.0%, a risk-free rate of return of 3.63%, a volatility of 102% based on the available historical volatility of Solana calculated from its historical daily returns, a contractual conversion price of $33.34, and an 8.0% interest rate on the note.

The Zero Gravity Convertible Note accrues interest payable in 0G Tokens, or in cash at $3.00 per token at the holder’s option, at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 (each such date, an "Interest Payment Date"). At the Company’s option, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest for the applicable period can be payable in-kind by capitalizing and adding such accrued interest to the outstanding 0G Token principal amount. The Zero Gravity Convertible Note is denominated in 0G Tokens. However, at maturity, the original principal of the note is repayable in 0G whereas the holder can demand interest in either 0G Tokens or in cash at $3.00 per token. Shareholder approval of the issuance of the Common Shares underlying the Zero Gravity Convertible Note was obtained at the Shareholder Meeting, which occurred on December 19, 2025, and the Zero Gravity Convertible Note and accrued and unpaid interest became convertible into common shares (the "Zero Gravity Note Shares") at a conversion ratio of the U.S. Dollar Value (as defined in the Zero Gravity Convertible Note) of Tokens divided by $33.34, subject to updates in accordance with the terms of the Zero Gravity Convertible Note. This conversion is also limited to a 4.99% maximum ownership percentage of the number of Common Shares outstanding immediately after giving effect of such issuance. The 0G Tokens related to the Zero Gravity Convertible Note contain restrictions that prevent the Company from selling the tokens or the related staking rewards unless it obtains prior written consent from Zero Gravity.

As of December 31, 2025, the total outstanding amount on the Zero Gravity Convertible Note was 51,000,000 0G Tokens with a fair value of $50.7 million. The reduction in outstanding amount from the date of issuance was due mainly to a fair value adjustment of $37.1 million. The fair value of the Zero Gravity Convertible Note was determined as the lower of the prepayment amount and the fair value using a Monte Carlo simulation incorporating Brownian motion, which simulates a distribution of stock prices of the Company and the 0G Token prices throughout the term of the notes. The significant inputs to the valuation include an 9.7-year term to maturity, the closing value of 0G on December 31, 2025 ($0.98), the closing price of the Company’s common stock on December 31, 2025 ($6.26), a discount rate of 21.5%, a risk-free rate of return of 3.84%, a volatility of 101% based on the available historical volatility of Solana calculated from its historical daily returns, a contractual conversion price of $33.34, and an 8.0% interest rate on the note. The amount for the Zero Gravity Convertible Note is measured as a Level 3 fair value financial instrument within the fair value hierarchy.

PIPE Note

On October 24, 2025, the Company received 95,333 Solana in exchange for the issuance of the PIPE Note in an aggregate original principal amount of 95,333 Solana as part of the September 2025 private placement discussed in Note 14. The PIPE Note matures on October 24, 2030, but the holder can demand full prepayment during two 60-day windows after the 1st and 2nd anniversaries of issuance. The PIPE Note was valued at $14.7 million on October 24, 2025. The Company has elected the fair value option under ASC 825-10-50-28 and accordingly measures the instrument at fair value each reporting period with changes in fair value recognized in the changes in financial instruments fair value line on the consolidated statements of loss and comprehensive loss. The fair value of the PIPE Note was determined using a Monte Carlo simulation incorporating Brownian motion, which simulates a distribution of stock prices of the Company and Solana prices throughout the term of the notes. The significant inputs to the valuation include a 5.0-year term to maturity, the closing value of Solana on October 24, 2025 ($193.58), the closing price of the Company’s common stock on October 24, 2025 ($13.30), a discount rate of 112.5%, a risk-free rate of return of 3.30%, a volatility of 102% based on the available historical volatility of Solana calculated from its historical daily returns, a contractual conversion price of $33.34, and an 8.0% interest rate on the note. Because of the prepayment feature, the simulation analysis further considers if the holder would require the Company to prepay the note on either the 1st anniversary or the 2nd anniversary of the issuance date (the "Put Date"). The calculation is based on the higher of: i) the put value at each Put Date (calculated based on the higher of the Solana price or USD equivalent at $240) or ii) the present value of the Note at maturity (either conversion or repayment) plus the present value of forgone interest to the maturity date.

The PIPE Note accrues interest payable in Tokens at a rate of eight percent (8.0%) per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 (each such date, an "Interest Payment Date"). At the Company’s option, with respect to any Interest Payment Date through and including September 30, 2026, accrued interest may be payable in kind by capitalizing and adding to the outstanding principal amount. The PIPE Note is denominated in Solana, but the holder can demand repayment of principal and interest in USD at a fixed conversion rate of $240. Shareholder approval was obtained at the Shareholder Meeting, which occurred on December 19, 2025, and the PIPE Note and accrued and unpaid interest became convertible into common shares at a conversion ratio of the U.S. Dollar value of Solana divided by $33.34. This conversion was also limited to a 4.99% maximum ownership percentage of the number of Common Shares outstanding immediately after giving effect of such issuance.

As of December 30, 2025, the date of settlement, PIPE Note was valued at $13.9 million. The fair value of the PIPE Note was determined using a Monte Carlo simulation incorporating Brownian motion, which simulates a distribution of stock prices of the Company and Solana prices throughout the term of the notes. The significant inputs to the valuation include a 4.8-year term to maturity, the closing value of Solana on the December 30, 2025 ($124.88), the closing price of the Company’s common stock on December 30, 2025 ($6.33), a discount rate of 112.9%, a risk-free rate of return of 3.47%, a volatility of 101% based on the available historical volatility of Solana calculated from its historical daily returns, a contractual conversion price of $33.34, and an 8.0% interest rate on the note. Because of the prepayment feature, the simulation analysis further considers if the holder would require the Company to prepay the note on either the 1st anniversary or the 2nd anniversary of the issuance date (the "Put Date"). The calculation is based on the higher of: i) the put value at each Put Date (calculated based on the higher of the Solana price or USD equivalent at $240) or ii) the present value of the Note at maturity (either conversion or repayment) plus the present value of forgone interest to the maturity date. The amount for the PIPE Note is measured as a Level 3 fair value financial instrument within the fair value hierarchy as at December 30, 2025.

The Company recorded a gain on the settlement of the PIPE note of $1.6 million, which was recorded in the changes in financial instruments fair value line on the consolidated statements of loss and comprehensive loss for the year ended December 31, 2025.

Euro credit facility

The Company, through its Phatebo subsidiary, has credit facilities totaling 2.4 million Euro, or $2.8 million (2024 - 2.4 million Euro, or $2.5 million), at three different banks in Germany. These arrangements are open-ended without predetermined maturity dates. Principal and interest payments are due at the end of the respective terms, with interest payable either monthly or at the end of the term, depending on the lending institution. Interest rates can be adjusted every three to six months. As of December 31, 2025, the total outstanding amount on these credit facilities was 2.3 million Euro, or $2.7 million, (2024 - $2.0 million Euro, $2.1 million) with a weighted average interest rate of 7.44% and due within the next twelve months. These credit facilities are secured by various guarantees, including payment guarantees upon default.

United promissory notes (Related Parties)

As discussed in Note 12, the Company issued promissory notes with five-year maturities that accrue interest at a rate of 6% per annum in an aggregate principal amount of $2.1 million to the Sellers of United on February 4, 2025. The promissory notes required the first payments of principal and interest to be made in February 2026. On September 26, 2025, the Company transferred the equity and assets of the Cannabis Business in exchange for the cancellation of the promissory notes. See Note 5. At September 26, 2025, the total outstanding amount of these promissory notes was $2.2 million, $0.4 million of which was due within the next 12 months. Of the total amount outstanding at September 26, 2025, $1.9 million was owed to the Related Parties. These promissory notes were secured by payments guarantees and a default interest rate of 11% upon default.