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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ZeroStack Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
12/19/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Blockchain Builders Fund I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,886.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Blockchain Builders GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,886.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Gil Rosen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,886.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Blockchain Builders, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,886.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ZeroStack Corp. | |
| (b) | Address of issuer's principal executive offices:
2626 COLE AVENUE, SUITE 300, DALLAS, TEXAS, 75204. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the persons listed below, who are collectively referred to in this statement as the Reporting Persons, with respect to the Common Stock of ZeroStack Corp. (the Issuer):
(i) Blockchain Builders Fund I, LP, a Delaware limited partnership (the Fund), which holds the securities reported in this statement directly and of record;
(ii) Blockchain Builders GP, LLC, a Delaware limited liability company (the General Partner), the general partner of the Fund;
(iii) Blockchain Builders, LLC, a Delaware limited liability company (the Investment Manager), the investment manager of the Fund; and
(iv) Gil Rosen, the Manager of the Investment Manager.
By reason of the relationships described above, each of the General Partner, the Investment Manager and Mr. Rosen may be deemed to share voting power and dispositive power with respect to the securities held directly by the Fund. The filing of this statement will not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement, other than securities in which that Reporting Person has an actual pecuniary interest. The Reporting Persons file jointly pursuant to Rule 13d-1(k)(1), and that joint filing is not an admission that the Reporting Persons constitute a group for purposes of Section 13(d)(3).
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| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is: 51 Essex Street, 6th Floor, New York, New York 10002 | |
| (c) | Citizenship:
Blockchain Builders Fund I, LP: Delaware
Blockchain Builders GP, LLC: Delaware
Blockchain Builders, LLC: Delaware
Gil Rosen: United States | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
82,886 shares of Common Stock.
On September 26, 2025, in a private placement, the Fund acquired pre-funded warrants to purchase 225,989 shares of Common Stock (the Token Pre-Funded Warrants). The Token Pre-Funded Warrants were not exercisable until the Issuer's shareholders approved the issuance of the underlying shares under Nasdaq Rules 5635(c) and 5635(d), which occurred at the Issuer's special meeting of shareholders held on December 19, 2025.
The Token Pre-Funded Warrants are subject to a blocker provision under which the holder does not have the right to exercise them to the extent that, after giving effect to the exercise, the holder, together with the holder's affiliates and any other persons acting as a group with the holder or any of the holder's affiliates, would beneficially own in excess of 9.99% of the outstanding shares of Common Stock.
By reason of the blocker provision, the Fund has the right to acquire, and is deemed to beneficially own, 82,886 shares of Common Stock, and not the full 225,989 shares underlying the Token Pre-Funded Warrants. The Fund does not beneficially own any other shares of Common Stock or any other securities of the Issuer convertible into or exercisable for Common Stock.
The Fund holds the securities reported in this statement directly and of record. The General Partner, as general partner of the Fund, the Investment Manager, as investment manager of the Fund, and Mr. Rosen, as Managing Member of each of the General Partner and the Investment Manager, may each be deemed to share voting power and dispositive power with respect to those securities. The foregoing is not to be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of securities held by any other Reporting Person. Each of the General Partner, the Investment Manager and Mr. Rosen disclaims beneficial ownership of the securities reported in this statement except to the extent of that person's pecuniary interest therein.
The percentage set forth in Row 11 and in Item 4(b) is calculated in accordance with Rule 13d-3(d)(1)(ii) based on 746,855 shares of Common Stock outstanding on December 19, 2025, plus the 82,886 shares of Common Stock the Fund has the right to acquire upon exercise of the Token Pre-Funded Warrants.
The Issuer was formerly named Flora Growth Corp. and changed its name to ZeroStack Corp. effective January 29, 2026, at which time the common shares were assigned CUSIP 98956L101 in place of CUSIP 339764201. Effective August 18, 2026, the Issuer changed its jurisdiction of incorporation from the Province of Ontario, Canada to the State of Texas, and the outstanding common shares, no par value, were converted on a one-for-one basis into shares of Common Stock, $0.0001 par value per share, bearing CUSIP 98957E106. This statement identifies the class by its current designation.
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| (b) | Percent of class:
9.9% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement |