CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137
November 7, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Nicholas O’Leary
| Re: | CleanCore Solutions, Inc. |
| | | Request for Withdrawal of Registration Statement
on Form S-3 (333-290496) |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), CleanCore Solutions, Inc. (the “Registrant”) hereby requests that
the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at
the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-3 (File No. 333-290496), filed with
the Commission on September 24, 2025, together with all exhibits thereto (collectively, the “Registration Statement”).
At this time, the Registrant believes that withdrawal
of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477 under
the Securities Act. The Registration Statement was never declared effective. The Registrant confirms that no securities have been sold
pursuant to the Registration Statement.
The Registrant requests that, in accordance with
Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited
for future use.
Please send copies of the written order granting
withdrawal of the Registration Statement to the undersigned at CleanCore Solutions, Inc., 5920 S 118th Circle, Omaha, NE 68137, with a
copy to the Company’s counsel, Bevilacqua PLLC, Attn: Louis A. Bevilacqua, 1050 Connecticut Avenue, NW, Suite 500, Washington,
DC 20036, facsimile number (202) 869-0889.
If you have any further questions regarding this
request for withdrawal, or if you require any additional information, please contact the undersigned at (402) 690-9934 or Louis A. Bevilacqua
of Bevilacqua PLLC at (202) 203-8665.
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Sincerely, |
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CleanCore Solutions, Inc. |
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By: |
/s/ Clayton Adams |
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Name: |
Clayton Adams |
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Title: |
Chief Executive Officer |
| cc: | Louis A. Bevilacqua, Esq. |
