CleanCore Solutions (NYSE American: ZONE) forms $800M AI data center JV
Rhea-AI Filing Summary
CleanCore Solutions, Inc. entered into multiple agreements with a development partner and Cerebras Systems to form a joint venture that will finance, build and operate an approximately 55 MW AI data center campus in Minnesota. The venture is anchored by a 10-year Colocation Services Agreement under which OpCo will provide Cerebras with 40 MW of critical IT load in a Tier 3 facility that is 100% pre-leased.
The Cerebras contract has an estimated value of about $800,000,000 over the initial term and could exceed $3,000,000,000 if two 10-year renewal options are exercised. CleanCore will own 79% of the JV Company, contribute up to $500,000,000 of capital commitments against an initial approved project budget of $479,000,000, and make an initial $40,000,000 capital contribution, while PartnerCo contributes project assets, development services and software.
Available cash will initially be distributed 93% to CleanCore and 7% to PartnerCo until a defined priority return is achieved, after which distributions will follow equity ownership. The company notes significant risks around capital funding, execution, data-center market conditions and broader going-concern uncertainties related to its AI infrastructure strategy.
Positive
- $800,000,000 10-year Colocation Services Agreement with Cerebras, potentially exceeding $3,000,000,000 including renewal options, provides long-duration contracted revenue visibility for the new 55 MW AI data center campus.
- CleanCore will hold a 79% ownership stake in the joint venture and initially receive 93% of available cash distributions until achieving the defined ZONE Priority Return, enhancing its economic participation in the project.
Negative
- The project requires up to $500,000,000 of CleanCore capital commitments against a $479,000,000 initial budget, while disclosures highlight significant funding, execution and market risks plus conditions that raise substantial doubt about the Company’s ability to continue as a going concern.
- PartnerCo owes no further capital beyond initial contributions yet holds 21% of the JV and extensive consent rights over major decisions, creating governance and funding-dependency risks for CleanCore.
Filing Explained
The Minnesota project is partly energized; the $40 million initial contribution is required, with dilution possible if funding falls short.
The Minnesota project is only partly energized: approximately 20 MW of utility capacity supports 15 MW of critical IT load, while the remaining capacity and related revenue are expected in the first quarter of 2027.
The disclosed customer arrangement therefore has not yet reached full planned capacity or revenue commencement. PartnerCo is to receive
The company’s sole stated exposure for a funding shortfall is dilution through the LLC Agreement’s mechanisms; if those mechanisms issue additional shares, existing holders’ percentage ownership would decline. ZONE will designate three of five managers, but PartnerCo’s written consent is required for specified major decisions, including budget changes, debt, equity issuance, and asset sales.
PartnerCo is also entitled to
The full transaction agreements are not exhibits to this 8-K; the company says it will file them with the Form 10-Q for the quarter in which they were entered, providing the next specified source for reviewing detailed terms.
8-K Event Classification
Key Figures
Key Terms
Colocation Services Agreement financial
Tier 3 standards technical
Capex Target financial
Baseline Delivery Standard technical
ZONE Priority Return financial
drag-along rights regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What joint venture did CleanCore Solutions (ZONE) form for its Minnesota AI data center?
What is the value and term of CleanCore (ZONE)'s colocation agreement with Cerebras?
How much capital is CleanCore (ZONE) committing to the Minnesota data center project?
What ownership and cash distribution economics does CleanCore (ZONE) receive in the JV?
When is the CleanCore (ZONE) Minnesota AI data center expected to start generating revenue?
What key risks does CleanCore (ZONE) highlight around 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
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
Growth Company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On July 23, 2026, CleanCore Solutions, Inc., a Nevada corporation (the “Company” or “ZONE”), entered into (i) a Contribution Agreement (the “Contribution Agreement”), (ii) a Limited Liability Company Agreement (the “LLC Agreement”), (iii) a Development Services Agreement (the “DSA”), and (iv) a Software License Agreement (the “License Agreement” and, together with the Contribution Agreement, the LLC Agreement, and the DSA, the “Transaction Documents”) with a Delaware corporation (“PartnerCo”), Monarch SPV HoldCo LLC, a Delaware limited liability company (the “JV Company”), and Monarch Data Operations, LLC, a Delaware limited liability company and wholly owned subsidiary of the JV Company (“OpCo”), to form and capitalize a joint venture for the purpose of financing, developing, constructing, commissioning, owning, operating, and commercializing an approximately 55 MW data center facility located in Minnesota (the “Project”), including a baseline 40 MW compute lease deployment under a pre-existing colocation services agreement between OpCo and Cerebras Systems Inc. (“Cerebras”). The key economic and governance terms are summarized below.
Colocation Services Agreement. In connection with the Project, OpCo is party to a 10-year Colocation Services Agreement with Cerebras, pursuant to which OpCo will provide Cerebras with colocation services with respect to the baseline 40 MW of critical IT load, with the data center campus designed to Tier 3 standards and 100% pre-leased to Cerebras (the “Colocation Services Agreement”). The initial 10-year term of the Colocation Services Agreement has an estimated contract value of approximately $800,000,000, and Cerebras holds two additional 10-year renewal options that, if exercised, would bring the aggregate potential contract value under the Colocation Services Agreement to more than $3,000,000,000. As of the date of this Current Report, approximately 20 MW of the Project’s utility power capacity is already energized, supporting an initial 15 MW of critical IT load, with the Project’s remaining capacity expected to come online, and associated revenue expected to commence, in the first quarter of 2027.
Capital Structure. The Company holds a 79% ownership interest in the JV Company (a “Percentage Interest”) as the majority equity holder and capital partner, and PartnerCo holds a 21% Percentage Interest as the minority equity holder and development/operating/execution partner (the “Development Partner”). The Company’s initial contribution is cash. PartnerCo’s initial contribution consists of the assignment and contribution of Project assets and rights, development services (under the DSA), and the software license (under the License Agreement), with no obligation to make further capital contributions.
| ● | Equity Consideration. The Company will issue $1,000,000 of ZONE common stock to PartnerCo (or its designated recipients) (the “Upfront Stock”), calculated based on the 10-day trailing VWAP preceding the date of issuance, with issuance conditioned on satisfaction of certain post-closing conveyance and assignment covenants under the Contribution Agreement. PartnerCo will receive customary demand and piggyback registration rights with respect to the Upfront Stock and has agreed not to transfer the Upfront Stock for six months following its issuance. | |
| ● | Development Partner Compensation. Under the DSA, PartnerCo (as Development Partner) is entitled to: (a) a Milestone Participation of $4,800,000, payable in cash in 20 equal monthly installments of $240,000; (b) a Capex Management Bonus equal to 20% (if actual capex to achieve the Baseline Delivery Standard is 91% to 96.5% of a $440,000,000 capex target (the “Capex Target”), which is separate from, and lower than, the Project’s $479,000,000 approved budget) or 30% (if actual capex is below 91% of the Capex Target) of the savings versus the Capex Target upon achieving the Baseline Delivery Standard (as defined in the DSA); and (c) an Early Delivery Bonus of up to $1,500,000 (the “Early Delivery Bonus”) (calculated at $37,500 per MW for early-delivered service orders). This compensation is in addition to, and does not duplicate, PartnerCo’s distributions as holder of a 21% Percentage Interest. |
Additional Capital. The LLC Agreement contemplates that the Company will fund an initial capital commitment of $250,000,000 and an additional capital commitment of $250,000,000 (aggregate committed capital of up to $500,000,000), called on an as-needed basis per an agreed funding schedule (the “Funding Schedule”) from July 2026 through February 2027. The initial approved budget for the Project is $479,000,000. Under the Contribution Agreement, ZONE’s $40,000,000 Initial Capital Contribution is to be deposited in two installments: $25,000,000 on the Closing Date for pre-approved capital expenditures, and up to an additional $15,000,000, based on applicable budgetary needs, no later than four business days after the Closing Date. The Company’s sole exposure for a funding shortfall is dilution (via several different mechanisms, as set forth in the LLC Agreement), and no party may seek damages or compel funding from the Company.
Governance. The JV Company is managed by a five-member board of managers (the “Board”). The Company designates three managers and PartnerCo designates two, reflecting the Company’s majority ownership (subject to rebalancing if the Company’s interest falls below 51%). Enumerated major decisions specified in the LLC Agreement (including budget and Funding Schedule changes, material contract actions, incurrence of indebtedness, issuance of equity, asset sales, related-party transactions, and IP licenses or transfers) require PartnerCo’s written consent notwithstanding the Company’s majority board control. PartnerCo serves as Development Partner for the Project under the DSA, subject to Board oversight, negative covenants, and termination-for-cause provisions.
| 1 |
Distributions. Available cash of the JV Company (“Available Cash”) is first distributed 93% to the Company and 7% to PartnerCo until the Company has received cumulative distributions equal to the “ZONE Priority Return” (comprising certain specified transaction-related payment amounts and credits, less any earned Early Delivery Bonus, each as defined in the LLC Agreement), and thereafter is distributed to the members pro rata based on their respective Percentage Interests, in each case at times and in amounts as the Board determines, following completion of the Project. Quarterly tax distributions are made based on each member’s allocable share of estimated taxable income. Mandatory distributions of Available Cash in excess of $10,000,000 are made quarterly (subject to Board-approved reserves).
Software License. Under the License Agreement, PartnerCo retains 100% ownership of its proprietary energy optimization software but grants OpCo an irrevocable, non-exclusive, royalty-free license to use it for the Project, granted as consideration for PartnerCo’s membership interest and the Upfront Stock (i.e., no separate license fee).
Transfer Restrictions. Members are subject to transfer restrictions, a right of first offer before any third-party sale, tag-along rights for PartnerCo if the Company sells to a third party, and drag-along rights for the Company (subject to PartnerCo protections, including an independent fairness opinion requirement or expiration of a 12-month post-stabilization lock-up period (the “Lock-Up Period”)). PartnerCo has a post-stabilization transfer right allowing it to transfer its interest after the Lock-Up Period, subject to the Company’s approval based on objective creditworthiness and continuity criteria.
The foregoing descriptions of the Colocation Services Agreement, Contribution Agreement, the LLC Agreement, the DSA, and the License Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. Copies of the Colocation Services Agreement, Contribution Agreement, the LLC Agreement, the DSA, and the License Agreement will not be filed as exhibits to this Current Report on Form 8-K, but will instead be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter in which such agreements were entered into, and will be incorporated herein by reference upon such filing.
Item 8.01 Other Events.
On July 29, 2026, the Company issued a press release announcing (i) the entry into the Colocation Services Agreement with Cerebras and (ii) the formation of the joint venture and entry into the Transaction Documents, all as described above. 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; capital contribution and commitment risk; construction, development, and permitting risks; data center market conditions and tenant demand; utility and interconnection delays; the availability and cost of financing; 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.
| 2 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 29, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 3 |
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 29, 2026 | CLEANCORE SOLUTIONS, INC. |
| /s/ Tyler Hassen | |
Name: Tyler Hassen Title: Chief Executive Officer |
| 4 |
Exhibit 99.1
CleanCore Solutions, Inc. (NYSE AMERICAN: ZONE) Signs AI Colocation Services Agreement with Cerebras Systems (NASDAQ: CBRS) for a Data Center Campus in Minnesota
| ● | AI data center campus designed to Tier 3 standards, which will deliver approximately 55 MW of utility power capacity and 40 MW of critical IT load |
| ● | 10-year Colocation Services Agreement with an initial contract value of approximately $800 million and two 10-year renewal options representing more than $3 billion of total potential contract value |
| ● | Company expects initial revenue in the first quarter of 2027 |
| ● | Second announced AI infrastructure campus expands upon ZONE's development pipeline, which is up to over 500 MW across strategic U.S. markets |
OMAHA, NEB, July 29, 2026 /PRNewswire/ – CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”) today announced that it has entered into a 10-year Colocation Services Agreement with Cerebras Systems (NASDAQ: CBRS) for its data center campus in Minnesota. Cerebras is a leading AI compute company that describes itself as building the world’s fastest AI infrastructure with its team of pioneering researchers. Building on the Company's recently announced West Texas data center campus, this agreement accelerates ZONE's strategy of developing critical AI infrastructure across the United States.
The AI data center campus, designed to Tier 3 standards, will represent 100% pre-leased occupancy under a long-term agreement with Cerebras, providing revenue visibility from commencement of operations. The project is expected to generate approximately $800 million of contract value over the initial 10-year term, with the potential to exceed $3 billion, including renewal terms.
The campus will deliver approximately 55 MW of utility power capacity and 40 MW of critical IT load upon full buildout. Approximately 20 MW of utility power is already energized today, which the Company believes reduces certain development risks associated with the project and supports the initial 15 MW of critical IT load. The remaining capacity is expected to come online by Q1 of 2027.
“This second development marks an important milestone in advancing our portfolio of critical digital infrastructure to secure compute capacity for Cerebras and other premier AI companies,” said Tyler Hassen, CEO of ZONE. “Building on our previously announced project in West Texas, this Minnesota campus expands ZONE’s infrastructure footprint to meet the urgent power needs of customers.”
The facility will be developed in partnership with an experienced data center development partner, whose integrated data center ecosystem platform combines colocation services, energy optimization, and infrastructure advisory. This partnership advances the Company’s strategy of working with experienced developers and industry leaders to accelerate the delivery of next-generation AI infrastructure. Through the partnership, ZONE expects to own nearly 80% of the project, which is expected to start generating revenue in Q1 of 2027.
“In an economy driven by AI, ZONE will help provide the fuel to drive it further,” said Alex Spiro, Chairman of the Board.
About CleanCore Solutions, Inc.
CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build 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.
2
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 relating to Cerebras’s performance of its obligations under the Colocation Services Agreement and the accuracy of Cerebras’s own characterization of its technology and capabilities; risks relating to the Company’s reliance on its data center development partner, including the partner’s performance, governance or consent rights held by the partner, and capital funding mechanics under the partnership arrangement; 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.
MEDIA CONTACT
Marcy Simon
Marcy@agentofchange.com
+19178333392
SOURCE CleanCore Solutions, Inc.
3