CleanCore Solutions (NYSE: ZONE) Announces $175,000,420 Private Placement to Build the Official Dogecoin Treasury Founded by the Dogecoin Foundation and the House of Doge, Inc.

Rhea-AI Summary

CleanCore Solutions (NYSE: ZONE) has announced a significant $175,000,420 private placement through the sale of Pre-Funded Warrants at $1.00 per warrant. This strategic move establishes the first official Dogecoin Treasury backed by the Dogecoin Foundation and House of Doge.

The transaction involves over 80 institutional and crypto investors, including MOZAYYX, Pantera, and GSR. Key appointments include Alex Spiro as Chairman, Timothy Stebbing joining the board, and Marco Margiotta as Chief Investment Officer. The offering is expected to close around September 4, 2025.

The company will use the proceeds to acquire Dogecoin (DOGE) as its primary treasury reserve asset, with plans to implement staking-like rewards and yield opportunities through major crypto exchanges.

Positive

• Secured $175,000,420 in funding through private placement
• Partnership with official Dogecoin Foundation and House of Doge provides institutional credibility
• Backing from 80+ marquee institutional and crypto native investors
• Strategic appointments of experienced crypto industry leaders
• Potential for additional revenue through staking-like rewards and yield opportunities

Negative

• High exposure to cryptocurrency volatility through Dogecoin treasury strategy
• Significant shift from traditional treasury management could pose risks
• Dependency on cryptocurrency market conditions and regulatory environment

Insights

Cryptocurrency Strategist

CleanCore's $175M PIPE transforms it into Dogecoin's official treasury vehicle, potentially legitimizing DOGE as an institutional-grade reserve asset.

This transaction represents a paradigm shift in cryptocurrency integration with traditional finance. CleanCore Solutions is essentially transforming from whatever its core business was into a publicly-traded Dogecoin treasury vehicle. The $175,000,420 private placement (note the "420" meme reference) brings institutional legitimacy through participation of over 80 marquee investors including Pantera, GSR, and FalconX.

What's groundbreaking here is the direct sponsorship from the Dogecoin Foundation and its commercial arm, the House of Doge. This isn't merely a company adding crypto to its balance sheet; it's becoming the official treasury vehicle for a major cryptocurrency. The strategic appointments of Timothy Stebbing (Dogecoin Foundation Director) to the board and Marco Margiotta (House of Doge CEO) as CIO cement this transformation.

The stated strategy goes beyond hodling DOGE. The company plans to establish Dogecoin as a utility-focused payment system while exploring staking-like rewards with exchanges. This approach attempts to elevate Dogecoin beyond its meme origins toward legitimate institutional adoption.

Most tellingly, this represents perhaps the most aggressive treasury transformation we've seen from a NYSE-listed company - more focused than even MicroStrategy's Bitcoin strategy. CleanCore is effectively becoming a foundation-backed Dogecoin treasury ETF alternative, marking an unprecedented convergence of meme culture, institutional finance, and public markets.

Corporate Finance Analyst

The $175 million private placement through pre-funded warrants at $1.00 each represents a significant capital influx for CleanCore Solutions, but with an extraordinary purpose: becoming Dogecoin's official treasury vehicle. This transaction fundamentally transforms CleanCore's business model and risk profile.

Several financial aspects deserve scrutiny:

• The transaction's structure as pre-funded warrants rather than direct equity suggests potential dilution concerns for existing shareholders
• The $1.00 pricing may represent a discount or premium to market value (not specified in the release)
• The placement is funded through a combination of cash and cryptocurrencies, introducing potential settlement and valuation complexities
• The involvement of 80+ institutional investors suggests broad support but potentially diffused influence

Most significantly, CleanCore is converting its treasury operations to hold Dogecoin as its "primary treasury reserve asset" - a strategy with profound implications for balance sheet volatility, financial reporting, and corporate governance. Unlike companies that have allocated portions of treasury to Bitcoin, CleanCore appears to be pursuing a more aggressive approach by focusing primarily on Dogecoin.

The appointment of House of Doge's CEO as CleanCore's CIO further blurs the line between corporate treasury management and cryptocurrency advocacy. While this alignment may benefit the Dogecoin ecosystem, it raises questions about fiduciary responsibilities to CleanCore shareholders who initially invested in whatever the company's original business model entailed.

Alex Spiro will immediately become Chairman of the Board of Directors of ZONE

The transaction creates the only official Dogecoin Treasury sponsored by the Dogecoin Foundation

The transaction consisted of a group of over 80 marquee institutional and crypto native investors including, but not limited to, MOZAYYX, Pantera, GSR, FalconX and Borderless

Upon the closing of the Private Placement, CleanCore will advance its treasury strategy on Dogecoin

OMAHA, Neb., Sept. 02, 2025 (GLOBE NEWSWIRE) -- CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”), today announced that it has entered into securities purchase agreements for a private investment in public equity (PIPE) for the offer and sale of 175,000,420 Pre-Funded Warrants at a price of $1.00 per Pre-Funded Warrant for expected aggregate gross proceeds of approximately $175,000,420 before deducting placement agent fees and other offering expenses (funded in a combination of cash and cryptocurrencies) to implement a Dogecoin treasury strategy.

The transaction creates the only official Dogecoin treasury sponsored by the Dogecoin Foundation and the House of Doge, the authorized Commercial Arm of the Dogecoin Foundation. Timothy Stebbing, Director at the Dogecoin Foundation and CTO of House of Doge, will join the board alongside Chairman Alex Spiro. Marco Margiotta, Chief Executive Officer of the House of Doge will also be joining the Company as Chief Investment Officer. House of Doge and 21Shares will serve to support and advise the treasury.

The transaction consisted of a group of over 80 marquee institutional and crypto native investors including, but not limited to, MOZAYYX, Pantera, GSR, FalconX, Borderless, Mythos and Serrur & Co. LLC.

The closing of the offering is expected to occur on or about September 4, 2025, subject to the satisfaction of customary closing conditions, including without limitation, the authorization of the Supplemental Listing Application by the NYSE American. The Company intends to use the net proceeds of the offering to acquire Dogecoin commonly referred to as “DOGE” and contribute the DOGE to the Company’s treasury operations. DOGE will serve as the Company’s primary treasury reserve asset.

Marco Margiotta, Chief Executive Officer of the House of Doge, said, “Dogecoin has always been powered by its community, the most loyal and passionate in the digital asset space. By anchoring Dogecoin with an official foundation-backed treasury strategy, we’re setting a precedent for how public companies can align with foundations to build real utility around digital currency, while honoring the community. With CleanCore we’re creating a vehicle that we expect to unlock tremendous potential for a digital asset born from a grassroots movement that made Dogecoin and this moment possible.”

Proceeds from the private placement will enable the Company to adopt Dogecoin (DOGE) as its primary treasury reserve asset and provide funding for general working capital and corporate purposes. Dogecoin is uniquely designed for utility, with a value proposition positioned for meaningful growth. Expanding commercialization, new integrations, and increasing retail acceptance are expected to accelerate institutional participation and drive stronger demand. At the same time, a utility-led strategy is underway to establish Dogecoin as a leading cryptocurrency optimized for payments, tokenization, and everyday use. In parallel, discussions with major crypto exchanges are focused on introducing staking-like rewards and yield opportunities for treasury holdings, creating additional value for holders.

Timothy Stebbing, Dogecoin Foundation Director and newly appointed member of the Board of Directors, said, “This new treasury vehicle is a fundamental step toward the House of Doge and Dogecoin Foundation's mission to bring institutional adoption to Dogecoin. By laying the groundwork for institutions through treasury and ETFs with 21Shares we are building underlying legitimacy as a serious currency beyond Dogecoin's meme-inspired origins. This is critical to pave the way for real institutional adoption, as Main Street must feel confident investing in commercial integration for payments.”

Clayton Adams, CEO of CleanCore, said, “CleanCore has always been about challenging the status quo through innovation. By anchoring our treasury with Dogecoin, in partnership with the Dogecoin Foundation and House of Doge, we’re adopting a forward-looking reserve strategy while proving how public companies can embrace bold change. This is a watershed moment for both CleanCore and the broader Dogecoin community, to whom we owe much thanks, and we’re proud to help set the standard for what a foundation-backed digital treasury can look like.”

Advisors

Maxim Group LLC and Curvature Securities LLC acted as the co-placement agents in connection with the private placement.

Seward & Kissel LLP acted as counsel to the lead investor, House of Doge.

Bevilacqua PLLC acted as counsel to the Company.

Lucosky Brookman LLP acted as counsel to the placement agents.

About CleanCore Solutions, Inc.

CleanCore Solutions, Inc. (NYSE American: ZONE) is dedicated to revolutionizing cleaning and disinfection practices by harnessing the power of its patented aqueous ozone technology. The Company’s mission is to empower its customers with cost-effective, sustainable solutions that surpass traditional cleaning methods. Through innovation and commitment to excellence, CleanCore strives to create a healthier, greener future for generations to come. For more information, please visit https://www.cleancoresol.com/.

About House of Doge

House of Doge is the official corporate arm of the Dogecoin Foundation, committed to advancing Dogecoin ($DOGE) as a widely accepted and decentralized global currency. By investing in the infrastructure needed to bring Dogecoin into everyday commerce, House of Doge is building secure, scalable, and efficient systems for real-world use. This includes developing financial products, real-world asset tokenization, cultural partnerships, and building the first foundation-backed Dogecoin Treasury Strategy to anchor long-term utility and growth. Through these initiatives, House of Doge is leading Dogecoin into its next era, where it goes beyond the meme and fulfills its mission of Doing Only Good Everyday on a global scale.

Forward Looking Statements

This press release contains information about our views of future expectations, plans, and prospects with respect to CleanCore’s business, financial condition, and results of operations that constitute or may constitute forward-looking statements. Any and all forward-looking statements are based on the management’s beliefs, assumptions, and expectations of CleanCore’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although CleanCore believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. CleanCore does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. Forward-looking statements are subject to a number of factors, risks, and uncertainties, some of which are not currently known to us, that may cause CleanCore’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in CleanCore’s filings with the Securities and Exchange Commission (“SEC”).

The offer and sale of the foregoing securities were made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreements, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the SEC) registering the resale of the shares of common stock to be issued or issuable in connection with the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Investor Relations:
KCSA Strategic Communications
Valter Pinto, Managing Director
Email: CleanCore@KCSA.com
Tel: (212) 896-1254

FAQ

What is the size of CleanCore Solutions (ZONE) private placement for Dogecoin Treasury?

CleanCore Solutions announced a $175,000,420 private placement through the sale of Pre-Funded Warrants at $1.00 per warrant.

Who are the key executives joining CleanCore (ZONE) after the Dogecoin Treasury announcement?

Alex Spiro becomes Chairman of the Board, Timothy Stebbing (Dogecoin Foundation Director) joins the board, and Marco Margiotta (House of Doge CEO) becomes Chief Investment Officer.

What is the purpose of ZONE's private placement funding?

The funding will be used to acquire Dogecoin (DOGE) as the company's primary treasury reserve asset and provide capital for general working capital and corporate purposes.

When will CleanCore (ZONE) close the Dogecoin Treasury private placement?

The private placement is expected to close on or about September 4, 2025, subject to customary closing conditions and NYSE American approval.

Which major investors participated in CleanCore's (ZONE) Dogecoin Treasury initiative?

The transaction included over 80 institutional and crypto native investors, including MOZAYYX, Pantera, GSR, FalconX, Borderless, Mythos, and Serrur & Co. LLC.