As filed with the Securities and Exchange Commission
on July 23, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
| CLEANCORE SOLUTIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
84-4042082 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| 5920 S 118th Circle, Omaha, NE |
|
68137 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| 2022 EQUITY INCENTIVE PLAN |
| (Full title of the plan) |
|
Clayton Adams
Chief Executive Officer
5920 S 118th Circle
Omaha, NE 68137
(877) 860-3030
Copies to:
Louis A. Bevilacqua, Esq.
BEVILACQUA PLLC
1050 Connecticut Ave., N.W., Suite 500
Washington, DC 20036
(202) 869-0888 |
| (Name, address and telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☒ |
Smaller reporting company ☒ |
| |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement
on Form S-8 (this “Registration Statement”) is being filed by CleanCore Solutions, Inc. (the “Registrant”)
to register 1,346,471 additional shares of class B common stock with respect to the Company’s 2022 Equity Incentive Plan, as amended
(the “Plan”), which is in addition to the 3,653,529 shares of class B common stock previously registered on the Company’s
Registration Statement on Form
S-8 filed with the Securities and Exchange Commission (the “Commission”)
on January 3, 2025 (File No. 333-284122) (the “Prior Registration Statement”).
This Registration Statement
relates to securities of the same class as those registered under the Prior Registration Statement and is being filed in accordance with
General Instruction E to Form S-8 regarding the registration of additional securities under the Plan. Pursuant to such instruction, the
contents of the Prior Registration Statement are hereby incorporated by reference in and made part of this Registration Statement, except
to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.
Also pursuant to General Instruction E to Form S-8, the filing fee is being paid only with respect to the 1,346,471 shares of class B
common stock not previously registered.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant
hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
| (1) | The Registrant’s
Annual Report on Form
10-K for the fiscal year ended June 30, 2024 filed with the Commission on September 20,
2024; |
| (2) | The Registrant’s
Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024, December 31, 2024 and March 31, 2025 filed
with the Commission on November
13, 2024, February
14, 2025 and May
14, 2025, respectively; |
| (3) | The Registrant’s
Current Reports on Form 8-K filed with the Commission on December
31, 2024, January
7, 2025, January
31, 2025, February
26, 2025, March
20, 2025, April 21,
2025, May 7, 2025,
June 11, 2025,
June 17, 2025 and
June 20, 2025;
and |
| (4) | The description of
the Registrant’s class B common stock contained in Exhibit 4.1 to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with
the Commission on September 20, 2024, including any amendment or report filed for the purpose of updating such description. |
All documents
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, on or
after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however,
that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be
deemed incorporated by reference into this Registration Statement.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Articles of Incorporation of CleanCore Solutions, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on October 10, 2023) |
| 4.2 |
|
Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the to the Registration Statement on Form S-1 filed on October 10, 2023) |
| 5.1 |
|
Opinion of Fennemore Craig P.C. as to the legality of the shares |
| 23.1 |
|
Consent of TAAD, LLP |
| 23.2 |
|
Consent of Fennemore Craig P.C. (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included on the signature page of this registration statement) |
| 99.1 |
|
CleanCore Solutions, Inc. 2022 Equity Incentive Plan |
| 99.2 |
|
Amendment No. 1 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 2 to the Registration Statement on Form S-1/A filed on January 9, 2024) |
| 99.3 |
|
Amendment No. 2 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan |
| 107 |
|
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, Nebraska, on July 23, 2025.
| |
CLEANCORE SOLUTIONS, INC.
|
| |
By: |
/s/ Clayton Adams |
| |
|
Clayton Adams
Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints each of Clayton Adams and David Enholm as his or her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/ Clayton Adams |
|
Chairman and Chief Executive Officer (principal executive officer) |
|
July 23, 2025 |
| Clayton Adams |
|
|
|
|
| |
|
|
|
|
| /s/ David Enholm |
|
Chief Financial Officer and Director (principal financial and accounting
officer) |
|
July 23, 2025 |
| David Enholm |
|
|
|
|
| |
|
|
|
|
| /s/ Brent Cox |
|
Director |
|
July 23, 2025 |
| Brent Cox |
|
|
|
|
| |
|
|
|
|
| /s/ Peter Frei |
|
Director |
|
July 23, 2025 |
| Peter Frei |
|
|
|
|
