The CleanCore Solutions Inc. (ZONE) SEC filings page brings together the company’s official regulatory disclosures from the U.S. Securities and Exchange Commission. As a Nevada-incorporated emerging growth company listed on NYSE American, CleanCore files Forms 10-K, 10-Q, 8-K, DEF 14A, and registration statements that document its financial condition, governance, and capital markets activity.
For CleanCore, 8-K current reports are especially important. Recent 8-K and 8-K/A filings describe a large private placement of pre-funded warrants, with net proceeds primarily allocated to acquiring Dogecoin for the Official Dogecoin Treasury, as well as an amended and restated sales agreement that enables at-the-market offerings of class B common stock. Other 8-K filings cover bylaw amendments, such as the reduction of the stockholder meeting quorum requirement, and the announcement of quarterly financial results.
The company’s definitive proxy statement on Schedule 14A provides detail on board elections, audit firm ratification, corporate governance guidelines, executive compensation, equity incentive plans, and stock ownership of directors and significant shareholders. These materials help investors understand how CleanCore oversees both its aqueous ozone cleaning operations and its Dogecoin-focused treasury strategy.
On Stock Titan, each filing is accompanied by AI-powered summaries that explain the key points in accessible language, whether the document relates to a capital raise, a governance change, or a financial report. Users can quickly scan annual reports (Form 10-K) and quarterly reports (Form 10-Q) for segment information and risk factors, and review Form 4 insider transaction reports when available to monitor trading by officers and directors.
Filings are updated in near real time as they are posted to the SEC’s EDGAR system, allowing investors to follow CleanCore’s evolving capital structure, treasury activities, and governance decisions without reading every page of the underlying documents.
CleanCore Solutions, Inc. director and Chief Executive Officer Hassen Tyler Lewis filed an initial statement of beneficial ownership of securities. The filing reports no share transactions or derivative activities and lists no holding entries in this initial disclosure.
CleanCore Solutions, Inc. received an updated ownership report indicating that MMCAP International Inc. SPC and MM Asset Management Inc. collectively beneficially own 13,950,444 shares of common stock. This represents 6.3% of the outstanding common stock, based on 221,938,856 shares outstanding.
The reporting persons have shared voting and dispositive power over all 13,950,444 shares and no sole voting or dispositive power. The filing is made jointly under a Joint Filing Agreement signed by representatives of both entities.
CleanCore Solutions, Inc. is conducting a primary offering of 275,829,576 shares of common stock, 124,170,424 pre-funded warrants, and Investor Warrants to purchase up to 400,000,000 shares, at a combined offering size of $100,000,000. Common stock units are priced at $0.25, pre-funded units at $0.2499, with net proceeds of approximately $92,000,000 after fees.
Management plans to use the cash mainly to develop AI critical infrastructure projects, including a 200-megawatt West Texas data center campus and the Minnesota Project, a Tier 3 data center targeting about 40 megawatts. The company is transitioning from its legacy cleaning products and Dogecoin treasury activities toward data center and AI-related infrastructure, supported by a Minnesota joint venture with up to $500,000,000 committed capital.
Risks include immediate dilution (shares outstanding rising from 226,260,684 to 626,260,684 assuming full pre-funded warrant exercise), substantial capital commitments, early-stage execution risk in the AI infrastructure business, construction and permitting risks on major projects, a recent financial statement restatement, and a disclosed material weakness in internal controls. The company does not expect to pay cash dividends in the foreseeable future.
CleanCore Solutions, Inc. entered into a securities purchase agreement and priced a best efforts public offering of common stock, pre-funded warrants and investor warrants for aggregate gross proceeds of approximately $100,000,000 at a combined public offering price of $0.25 per share of common stock and accompanying warrant (or $0.2499 per pre-funded warrant and accompanying warrant).
The structure includes 275,829,576 shares of common stock, pre-funded warrants to purchase up to 124,170,424 shares, and accompanying investor warrants to purchase up to 400,000,000 shares, with pre-funded warrants exercisable at $0.0001 per share and investor warrants exercisable at $0.25 per share for five years. CleanCore will pay an 8.0% cash fee on gross proceeds to the placement agent and capital markets advisor, is subject to a 90‑day restriction on issuing additional equity or equivalents and a 180‑day restriction on entering into variable rate transactions, and certain directors and executives are subject to a 90‑day lock-up.
CleanCore Solutions, Inc. is conducting a primary offering of common stock together with investor warrants and, for certain large buyers, pre-funded warrants, under its existing $1,000,000,000 shelf registration. The investor warrants have a five‑year term, while the pre‑funded warrants are exercisable indefinitely until fully exercised, both subject to 4.99% or 9.99% beneficial ownership limits.
The company plans to use net proceeds primarily to fund its early‑stage AI Critical Infrastructure Business, including a large data center campus in West Texas and the Minnesota Project, and for working capital and general corporate purposes. CleanCore is in a strategic transition away from its legacy cleaning products and Dogecoin treasury activities, having sold substantially all 463 million Dogecoin for approximately $33.4 million and actively exploring a sale of the cleaning products segment.
CleanCore has committed significant capital to AI data center projects through a majority‑owned Minnesota joint venture and a 200‑megawatt West Texas campus. It discloses a recent restatement of March 31, 2026 financials and a material weakness in internal control over financial reporting related to digital asset reconciliations, and notes its status as an emerging growth and smaller reporting company, which allows scaled disclosure and reduced reporting requirements.
Vanguard Capital Management filed an amended Schedule 13G reporting its beneficial ownership of Cleancore Solutions Inc common stock. Vanguard reports beneficial ownership of 10,830,187 shares, representing 4.87% of the outstanding common stock.
Vanguard has sole voting power over 1,332,468 shares and sole dispositive power over all 10,830,187 shares, with no shared voting or dispositive power. The filing states that these holdings include securities held by various Vanguard affiliates and Vanguard funds or client accounts for which those affiliates exercise voting and/or dispositive authority, and confirms that no other single person has an interest in more than 5% of the class through these holdings.
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.
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.
Frei Peter Thomas reported acquisition or exercise transactions in this Form 4 filing.
CleanCore Solutions, Inc. director Peter Thomas Frei received an equity grant of Class B Common Stock. On June 30, 2026, he was awarded 200,000 restricted shares under the company’s 2022 Equity Incentive Plan, with all shares vesting immediately on the grant date. Following this grant, he directly holds 203,459 shares, reflecting a compensation-related award rather than an open-market purchase or sale.
CleanCore Solutions, Inc. updated the compensation package of its Chief Financial Officer, David J. Enholm. Effective July 1, 2026, his annual base salary was reduced from $75,000 to $62,400 at his request, and he waived cash payout for any unused paid time off.
In return, the company granted Mr. Enholm 80,000 restricted stock units under its 2022 Equity Incentive Plan, each convertible into one share upon vesting. Unvested RSUs fully vest on events such as death, disability, retirement, or termination without cause, and are forfeited on other separations. Both the side letter and RSU agreement include clawback provisions tied to issues with the company’s Form 10-K, allowing suspension, forfeiture, or recoupment of RSUs after notice and response rights.