CleanCore (NYSE American: ZONE) builds $2B AI data center venture
Rhea-AI Filing Summary
CleanCore Solutions, Inc. entered definitive agreements with HST Technologies to form a joint venture focused on high-performance computing and AI data center facilities. The structure contemplates aggregate capital commitments of up to $2,000,000,000, including up to $100,000,000 in cash from CleanCore over nine months for a 99% capital interest.
HST contributes project assets and a platform license for a 1% capital interest and a 20% carried participation, while managing the venture subject to CleanCore approval on major decisions. CleanCore receives a return of capital plus a 12% preferred return before profits are split 80% to CleanCore and 20% to HST, and from January 1, 2035 it gains an annual option to buy out HST’s carried interest at fair market value.
The first project is a 200-megawatt data center campus in West Texas, with potential expansion to more than 500 megawatts by 2030. CleanCore expects to fund $100,000,000 for this campus by the first quarter of 2027, positioning the company toward AI infrastructure development while highlighting substantial execution, financing, construction, and market risks in its forward-looking statements.
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Insights
CleanCore pivots into capital-intensive AI data centers via a large, staged JV.
CleanCore is using a joint venture with HST Technologies to enter AI data center infrastructure. The LLC Agreement permits up to $2,000,000,000 of capital commitments, with CleanCore initially committing up to $100,000,000 for a 99% capital interest, while HST contributes development assets and a platform license.
The economics favor CleanCore on downside via a 12% preferred return and capital recovery before profit-sharing, then an 80/20 split. HST manages the platform but key decisions require CleanCore’s consent, and CleanCore can remove HST for Cause. Non-funding risk is contractually limited to dilution because parties cannot compel funding or seek damages.
The first 200-megawatt West Texas campus, potentially exceeding 500 megawatts by 2030, underscores scale and capital intensity through at least 2029. Investor focus will likely be on CleanCore’s ability to secure financing for staged contributions, execute construction on budget, attract tenants, and manage going-concern and transition risks cited in its forward-looking statements and risk discussions.
8-K Event Classification
Key Figures
Key Terms
carried participation financial
preferred return financial
capital commitments financial
joint venture financial
going concern financial
FAQ
What joint venture did CleanCore Solutions (ZONE) form in July 2026?
How much capital could CleanCore Solutions (ZONE) commit to the AI data center JV?
What are the profit-sharing terms between CleanCore (ZONE) and HST Technologies in the JV?
What is the scale of CleanCore’s first AI data center project in West Texas?
What buyout option does CleanCore (ZONE) have over HST’s carried interest?
What key risks does CleanCore (ZONE) highlight for its AI infrastructure strategy?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2026, CleanCore Solutions, Inc., a Nevada corporation (the "Company" or "ZONE"), entered into a Contribution Agreement (the "Contribution Agreement"), a Limited Liability Company Agreement (the "LLC Agreement”), and a Master Platform Agreement (the “MPA" and, together with the Contribution Agreement and the LLC Agreement, the "Transaction Documents”) with HST Technologies, Inc., a Delaware corporation (“Platform Co”), and a Delaware limited liability company (the “JV Company”) to form and capitalize a joint venture for the purpose of developing, operating, and managing data center facilities for high-performance computing, artificial intelligence, cloud, and related uses. The key economic and governance terms are summarized below.
Capital Structure. The Company will contribute up to $100,000,000 in cash over nine months following closing in exchange for a 99% capital interest. The Company has sole discretion over funding timing and its sole exposure for non-funding is potential dilution through a replacement financing mechanism. Platform Co contributes project-specific assets and a platform license in exchange for a 1% capital interest and a 20% carried participation (after a preferred return to the Company).
| ● | Equity Consideration. Upon specified delivery milestones, the Company will issue Platform Co equity securities valued at $60,000 to $80,000 per MW ($30,000,000 to $40,000,000 in aggregate for 500 MW). Pricing is the lower of a mutually agreed reference price and the 120-day VWAP, with a $0.90 floor. |
| ● | Fees. Platform Co receives $75,000 per month for platform services, for a twelve-month term beginning July 1, 2026, plus 1% of project EBITDA (capped at $10,000,000 per year, with no fees payable unless the applicable project generates EBITDA of at least $1,250,000 per MW of capacity). |
Additional Capital. The LLC Agreement contemplates aggregate capital commitments of up to $2,000,000,000 (inclusive of the $100,000,000 initial contribution), called on an as-needed basis per an agreed operating budget. The Company’s sole exposure for non-funding is dilution and no party may seek damages or compel funding.
Governance. Platform Co is the manager. Major Decisions require the Company’s approval. The Company may remove Platform Co for Cause.
Distributions. The Company receives return of capital and a 12% preferred return before any profit split. Thereafter, 80% to the Company and 20% to Platform Co.
Buyout. From January 1, 2035, the Company has an annual option to acquire Platform Co’s carried participation at fair market value.
The foregoing descriptions of the Contribution Agreement, the LLC Agreement, and the MPA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On July 9, 2026, the Company issued a press release announcing the closing of the transactions contemplated by the Transaction Documents. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the anticipated benefits, timing, and completion of the transactions described herein, anticipated capital contributions and commitments, and the expected financial and operational results of the joint venture. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ include, among others: the ability of the parties to satisfy closing conditions; the ability to obtain necessary governmental and third-party approvals; the availability and cost of financing; construction, development, and permitting risks; market conditions for data center capacity; tenant demand and credit risk; utility and interconnection delays; changes in laws, regulations, or government policies; and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Contribution Agreement, dated as of July 2, 2026, by and among JV Company, ZONE and Platform Co | |
| 10.2* | Limited Liability Company Agreement of JV Company, dated as of July 2, 2026, by and between Platform Co and ZONE | |
| 10.3* | Master Platform Agreement, dated as of July 2, 2026, by and among Platform Co, ZONE and JV Company | |
| 99.1 | Press Release, dated July 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of all omitted exhibits and schedules upon its request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 9, 2026 | CLEANCORE SOLUTIONS, INC. | |
| /s/ Tyler Hassen | ||
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
CleanCore Solutions (ZONE) Announces Closing of First Data Center Project,
Establishing its Critical Infrastructure Buildout for the AI Economy
Company announces transaction for a 200-megawatt data center campus in West Texas with potential to expand to more than 500-megawatts
Alex Spiro to continue as Chairman of the Board of Directors and Tyler Hassen appointed as Chief Executive Officer
OMAHA, NEB, July 9, 2026 /PRNewswire/ – CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”) today announced it has closed a transaction for its first data center project in partnership with HST Technologies, Inc. ZONE will own more than 95% of the project, providing capital and share promote economics with development platform provider, HST. The Company plans to further expand its portfolio of AI infrastructure developments to support the growing demand for compute capacity and is excited about partnering with a leading, experienced project developer.
“As AI adoption increases rapidly and the demand for AI infrastructure continues to accelerate, we are actively focused on expanding our footprint of strategically located data center campuses,” said Tyler Hassen, Chief Executive Officer of ZONE. “Closing our first data center project within weeks of signing our initial LOI reinforces the pace at which we’re executing our strategy. We look forward to announcing upcoming projects in the coming weeks.”
The transaction commits the company to funding the initial 200-megawatts of the West Texas data center campus between now and 2029 with $100 million expected to be funded by the first quarter of 2027. The project has the potential to expand to more than 500-megawatts by 2030, and the Company expects the financial performance of the project to be in line with market comparables.
About CleanCore Solutions, Inc.
CleanCore Solutions, Inc. (NYSE American: ZONE) is building the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the anticipated benefits, timing, development, financing, construction, operation, capacity, expansion and financial performance of the Company’s data center project and any future data center projects; the Company’s ability to fund capital contributions and commitments; the availability and cost of financing; the Company’s plans to expand its portfolio of AI infrastructure developments; expectations regarding demand for AI infrastructure and compute capacity; anticipated future project announcements; the Company’s strategic transition to AI infrastructure; and other statements that are not historical facts. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,” “expected,” “look forward,” and similar expressions.
These forward-looking statements are based on management’s current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to: the highly speculative and uncertain nature of the Company’s anticipated AI critical infrastructure business; the Company’s lack of operating history in the data center or computing infrastructure industry; the Company’s limited experience in the data center and AI infrastructure industries; the Company’s ability to successfully transition its business model from cleaning services; the ability of the parties to satisfy closing conditions and implement the transaction documents; the Company’s ability to fund required capital contributions and commitments on anticipated timelines or at all; the availability, cost and terms of project-level, corporate or replacement financing; the significant capital requirements associated with data center development and the Company’s limited current financial resources; construction, development, engineering, procurement, supply chain, utility, interconnection, power availability, permitting, zoning, land acquisition, site-control, environmental, operational and commissioning risks; the Company’s ability to develop, bring online and expand data center projects on anticipated timelines, budgets, capacity levels or performance expectations; tenant, customer, colocation, power, utility and vendor demand, credit and performance risks; risks that expected financial performance, market comparables, revenues, EBITDA, profitability, returns, preferred returns, carried participation, promote economics or other economic benefits may not be achieved; risks associated with equity consideration, dilution, valuation, stock price volatility, liquidity, listing standards and securities-law compliance; the Company’s dependence on HST Technologies, Inc. and other development, technology, operating, financing and construction partners; risks related to proprietary technology, platform licensing, cybersecurity, data security and business continuity; competition from established data center operators, hyperscale cloud providers and other market participants; changes in demand for AI infrastructure and compute capacity; changes in laws, regulations, utility tariffs, interconnection rules, government policy or market conditions affecting AI infrastructure, data centers, energy, power procurement or capital markets; the Company’s ability to consummate a sale or disposition of its cleaning products business on favorable terms or at all; risks associated with the Company’s transition away from its Dogecoin treasury strategy, including potential volatility in cryptocurrency markets and risks related to the disposition of digital asset holdings; conditions that raise substantial doubt about the Company’s ability to continue as a going concern; and general economic, financial, capital market and industry conditions.
For a more complete discussion of risks and uncertainties, please refer to the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in their entirety by this cautionary statement.
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Marcy Simon
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SOURCE CleanCore Solutions, Inc.