ZeroStack Corp.

On March 31, 2026, ZeroStack entered into a note settlement agreement (the "Note Settlement Agreement") with Zero Gravity Labs Inc. (the "Holder") pursuant to which the Token-denominated convertible note (the "Note") issued to the Holder pursuant to the securities purchase agreement dated September 22, 2025, as amended on October 9, 2025, by and between ZeroStack and the Holder was settled.

The Note Settlement Agreement provides that upon payment by ZeroStack to the Holder on or before March 31, 2026 of 50,000,000 Tokens, then ZeroStack shall be deemed to have paid the entire Principal (as defined in the Note) and Interest (as defined in the Note) of the Note in full and ZeroStack shall have no further obligations under the Note and the Note shall be deemed to be satisfied.

The Note Settlement Agreement includes customary representations, warranties and covenants by ZeroStack and Holder for an agreement of its type. Additionally, both ZeroStack and Holder agreed to a mutual release from any and all claims, demands, causes of action, complaints, agreements, promises (express or implied), contracts, undertakings, covenants, guarantees, grievances, liabilities, damages, rights, obligations, expenses, debts and demands.

The foregoing description of the material terms of the Note Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Note Settlement Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

The information contained above in under the header "Zero Gravity Note Settlement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.