CleanCore Expands Ozone Cleaning Empire with Key Acquisitions

TL;DR

**ZONE is making aggressive moves in the eco-friendly cleaning space, but watch those earn-out payments and market adoption closely.**

AI Summary

CleanCore Solutions, Inc. (ZONE) specializes in patented nanobubble aqueous ozone cleaning technology for professional, industrial, and home use. The company reported an aggregate market value of Class B common stock held by non-affiliates of approximately $6.6 million as of December 31, 2024. On October 17, 2022, CleanCore acquired assets from CleanCore LLC, TetraClean Systems, LLC, and Food Safety Technology L.L.C. for $5,000,000, comprising $2,000,000 in cash and a $3,000,000 promissory note. Further expanding, on April 15, 2025, its subsidiary CleanCore Global acquired assets from Sanzonate Europe Ltd. for $2,475,000, consisting of $425,000 in cash, an $800,000 promissory note, and up to $1,250,000 in earn-out payments tied to Net Sales milestones, plus a warrant for 425,000 shares at $1.25 per share. The company is expanding its distributor network and proving product effectiveness in various sectors, including restaurants, airports, and hotels, while also offering 'GreenKlean' chlorinated sanitizing tablets.

Why It Matters

CleanCore's expansion into the aqueous ozone cleaning market, particularly with its patented nanobubble technology, positions it as a potential disruptor in the cleaning industry, offering chemical-free alternatives. This could appeal to investors seeking ESG-friendly companies and those looking for innovative solutions in commercial and industrial cleaning. For employees, growth through acquisitions like Sanzonate Europe Ltd. suggests job stability and potential expansion. Customers benefit from safer, more effective cleaning solutions, potentially reducing chemical exposure and improving hygiene standards in various environments, from hospitals to restaurants, while also intensifying competition for traditional cleaning product manufacturers.

Risk Assessment

Risk Level: medium — The company's risk level is medium due to its reliance on patented technology and the significant earn-out payments of up to $1,250,000 tied to Net Sales milestones from the Sanzonate acquisition. Achieving these sales targets, which range from $2,000,000 to $12,000,000 over five years, introduces substantial operational and market adoption risk.

Analyst Insight

Investors should monitor CleanCore's ability to integrate its recent acquisitions and achieve the ambitious Net Sales targets for the Sanzonate earn-out payments. Focus on quarterly revenue growth and market penetration rates in the janitorial, industrial, and food safety sectors to gauge the success of its patented nanobubble technology.

Key Numbers

• $6.6M — Market Value of Non-Affiliate Class B Common Stock (As of December 31, 2024, indicating current public float.)
• $5.0M — Initial Asset Acquisition Price (Paid for CleanCore LLC, TetraClean, and Food Safety assets in October 2022, signaling foundational investment.)
• $2.475M — Sanzonate Europe Acquisition Price (Paid in April 2025, including cash, promissory note, and potential earn-outs, demonstrating European expansion.)
• $1.25M — Maximum Earn-Out Payments (Contingent on Sanzonate Net Sales milestones over five years, highlighting future revenue targets.)
• 425,000 — Warrant Shares Issued (To Sanzonate Global Inc. at an exercise price of $1.25 per share, linking acquisition to equity incentives.)
• 11,175,846 — Class B Common Stock Outstanding (As of August 21, 2025, indicating total shares in circulation.)
• 0.5-1.5 ppm — Ozone Concentration (Professional) (In pure aqueous ozone solution for professional cleaning, indicating product strength.)
• Up to 20 ppm — Ozone Concentration (Industrial) (In pure aqueous ozone solution for industrial cleaning, showing high-strength applications.)
• 3 days — GreenKlean Tablet Effectiveness (Duration of effectiveness in a closed container, relevant for product utility.)
• 99.9% — Viruses and Bacteria Killed (Effectiveness of 'GreenKlean' chlorinated tablets, highlighting product efficacy.)

Key Players & Entities

• CleanCore Solutions, Inc. (company) — registrant
• ZONE (company) — ticker symbol
• CleanCore Global Limited (company) — wholly owned subsidiary
• Sanzonate Europe Ltd. (company) — acquired company
• Burlington Capital, LLC (company) — majority owner of predecessor companies
• U.S. Environmental Protection Agency (regulator) — cited for ozone use in water treatment
• National Science Foundation (regulator) — standards for GreenKlean tablets
• $6.6 million (dollar_amount) — market value of Class B common stock held by non-affiliates as of December 31, 2024
• $5,000,000 (dollar_amount) — total purchase price for CleanCore LLC, TetraClean, and Food Safety assets
• $2,475,000 (dollar_amount) — aggregate purchase price for Sanzonate Europe Ltd. assets

FAQ

Risk Factors

• Dependence on Key Distributors [medium — market]: The company's success is significantly tied to its expanding distributor network. A substantial portion of revenue may depend on a limited number of distributors, making the company vulnerable to disruptions in these relationships or changes in distributor performance. The company is actively working to prove product effectiveness in sectors like restaurants, airports, and hotels, which relies on these distribution channels.
• Production and Technology Scalability [medium — operational]: CleanCore's patented nanobubble technology is central to its product offering. Scaling production to meet potential demand, especially with recent acquisitions like Sanzonate Europe Ltd. for $2,475,000, presents operational challenges. Ensuring consistent quality and efficacy of the aqueous ozone solution at higher volumes is critical.
• Reliance on Future Growth and Acquisitions [medium — financial]: The company has engaged in significant acquisitions, including the $5,000,000 purchase of assets in October 2022 and the $2,475,000 acquisition in April 2025. The latter includes substantial earn-out payments of up to $1,250,000 tied to Net Sales milestones, indicating a reliance on future revenue generation to fulfill acquisition obligations.
• Evolving Environmental and Safety Regulations [low — regulatory]: While aqueous ozone is presented as a safe alternative, the company operates in a sector subject to environmental and health regulations. Changes in how aqueous ozone is classified or regulated, or potential concerns regarding ozone concentration (0.5-1.5 ppm for professional, up to 20 ppm for industrial), could impact market acceptance or require costly compliance measures.
• Competition in Cleaning and Sanitization Market [medium — market]: The cleaning and sanitization market is highly competitive, with established players and emerging technologies. CleanCore's nanobubble aqueous ozone technology faces competition from traditional chemical cleaners and other green cleaning solutions. Proving superior efficacy (e.g., 99.9% of viruses and bacteria killed by GreenKlean tablets) and cost-effectiveness is crucial.

Industry Context

CleanCore Solutions operates in the cleaning and sanitization industry, a large and competitive market. Key trends include a growing demand for environmentally friendly and chemical-free cleaning solutions, driven by consumer and regulatory pressures. The company's patented nanobubble aqueous ozone technology positions it to capitalize on this shift, differentiating itself from traditional chemical-based products and other green alternatives.

Regulatory Implications

While aqueous ozone is promoted as a safe and eco-friendly alternative, the company must remain vigilant regarding evolving environmental and health regulations. Compliance with standards related to ozone generation, concentration, and disposal is crucial. The effectiveness claims, such as killing 99.9% of viruses and bacteria, may also be subject to scrutiny or require specific certifications.

What Investors Should Do

1. Monitor Distributor Performance
2. Analyze Acquisition Integration and Earn-Outs
3. Assess Competitive Landscape and Market Penetration
4. Scrutinize Financial Health Post-Acquisitions

Key Dates

• 2022-10-17: Initial Asset Acquisition — Acquired assets from CleanCore LLC, TetraClean Systems, LLC, and Food Safety Technology L.L.C. for $5,000,000, forming a foundational investment in core technologies and operations.
• 2024-12-31: Market Value Determination — Class B common stock held by non-affiliates had an aggregate market value of approximately $6.6 million, indicating the public float's valuation at year-end.
• 2025-04-15: Sanzonate Europe Acquisition — CleanCore Global acquired assets from Sanzonate Europe Ltd. for $2,475,000, including cash, a promissory note, and potential earn-outs, signaling international expansion and future growth targets.
• 2025-08-21: Class B Common Stock Outstanding — Reported 11,175,846 shares of Class B common stock outstanding, providing a key metric for share count and potential dilution analysis.

Glossary

Nanobubble

Extremely small bubbles (one billionth of a meter) of gas within a liquid. Unlike larger microbubbles, they have no natural buoyancy and remain suspended, attracting positively charged pollutants. (Central to CleanCore's patented technology, enabling enhanced cleaning and sanitization by releasing ozone and breaking down contaminants.)

Aqueous Ozone

Ozone infused into water, creating a powerful cleaning and sanitizing solution that is safe to handle. It requires no additives and leaves no chemical residue. (The core product offering of CleanCore, leveraging ozone's properties in a safe and effective liquid form for various cleaning applications.)

Earn-out Payments

Additional payments made to a seller of a business, contingent upon the business achieving certain financial performance milestones (e.g., Net Sales) after the acquisition. (A component of the Sanzonate Europe acquisition ($1,250,000 maximum), indicating CleanCore's future revenue expectations and potential financial obligations tied to performance.)

Promissory Note

A written promise by one party (the maker or issuer) to pay a specified sum of money to another party (the payee), either on demand or at a specified future date. (Used in both the 2022 ($3,000,000) and 2025 ($800,000) asset acquisitions, representing a significant portion of the purchase price and a form of debt financing.)

Warrant

A security that gives the holder the right, but not the obligation, to purchase a company's stock at a specific price (exercise price) on or before a certain expiration date. (Issued in the Sanzonate Europe acquisition for 425,000 shares at $1.25 per share, providing an incentive and potential future equity dilution.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The filing details recent acquisitions and market value as of late 2024/early 2025, but lacks year-over-year comparative financial data.

Key Financial Figures

• $0.0001 — stered Class B Common Stock, par value $0.0001 per share ZONE NYSE American LLC Secu
• $5,000,000 — od Safety for a total purchase price of $5,000,000, consisting of $2,000,000 in cash and t
• $2,000,000 — hase price of $5,000,000, consisting of $2,000,000 in cash and the issuance of a promissor
• $3,000,000 — missory note in the principal amount of $3,000,000. The predecessor of CleanCore LLC was
• $2,475,000 — ucts for an aggregate purchase price of $2,475,000, consisting of: (i) $425,000 in cash; (
• $425,000 — price of $2,475,000, consisting of: (i) $425,000 in cash; (ii) the issuance of a promiss
• $800,000 — missory note in the principal amount of $800,000; and (iii) up to $1,250,000 in Earn-Out
• $1,250,000 — pal amount of $800,000; and (iii) up to $1,250,000 in Earn-Out Payments (as defined below)
• $1.25 — B common stock at an exercise price of $1.25 per share. Sanzonate is also entitled
• $200,000 — ) 2,000,000, CleanCore Global shall pay $200,000 to Sanzonate; (ii) 4,000,000, CleanCore
• $250,000 — leanCore Global shall pay an additional $250,000 to Sanzonate. As of the date of this r
• $1.369 m — irst purchase order on May 28, 2025 for $1.369 million, of which $863,000 was invoiced i
• $863,000 — y 28, 2025 for $1.369 million, of which $863,000 was invoiced in June 2025 and the remai
• $261,000 — om KBS was received on June 4, 2025 for $261,000 with shipment scheduled between July an

Filing Documents

• ea0254073-10k_clean.htm (10-K) — 1249KB
• ea025407301ex4-1_clean.htm (EX-4.1) — 21KB
• ea025407301ex4-6_clean.htm (EX-4.6) — 50KB
• ea025407301ex4-7_clean.htm (EX-4.7) — 50KB
• ea025407301ex4-8_clean.htm (EX-4.8) — 50KB
• ea025407301ex4-9_clean.htm (EX-4.9) — 50KB
• ea025407301ex10-5_clean.htm (EX-10.5) — 23KB
• ea025407301ex10-8_clean.htm (EX-10.8) — 49KB
• ea025407301ex10-9_clean.htm (EX-10.9) — 35KB
• ea025407301ex10-24_clean.htm (EX-10.24) — 38KB
• ea025407301ex21-1_clean.htm (EX-21.1) — 2KB
• ea025407301ex23-1_clean.htm (EX-23.1) — 2KB
• ea025407301ex31-1_clean.htm (EX-31.1) — 10KB
• ea025407301ex31-2_clean.htm (EX-31.2) — 10KB
• ea025407301ex32-1_clean.htm (EX-32.1) — 4KB
• ea025407301ex32-2_clean.htm (EX-32.2) — 4KB
• ex23-1_001.jpg (GRAPHIC) — 8KB
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• 0001213900-25-079975.txt ( ) — 8394KB
• zone-20250630.xsd (EX-101.SCH) — 66KB
• zone-20250630_cal.xml (EX-101.CAL) — 66KB
• zone-20250630_def.xml (EX-101.DEF) — 361KB
• zone-20250630_lab.xml (EX-101.LAB) — 679KB
• zone-20250630_pre.xml (EX-101.PRE) — 391KB
• ea0254073-10k_clean_htm.xml (XML) — 780KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 27 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 32 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 32 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 32 Item 9A.

Controls and Procedures

Controls and Procedures. 32 Item 9B. Other Information. 33 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. 33 PART III Item 10. Directors, Executive Officers and Corporate Governance. 34 Item 11.

Executive Compensation

Executive Compensation. 34 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 34 Item 13. Certain Relationships and Related Transactions, and Director Independence. 34 Item 14. Principal Accounting Fees and Services. 34 PART IV Item 15. Exhibit and Financial Statement Schedules. 35 Item 16. Form 10-K Summary. 38 i INTRODUCTORY NOTES Use of Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to "we," "us," "our" and "our company" refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an Irish company, or CleanCore Global. Special Note Regarding Forward-Looking Statements This report contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about: our goals and strategies; our future business development, financial condition and results of operations; expected changes in our revenue, costs or expenditures; growth of and competition trends in our industry; our expectations regarding demand for, and market acceptance of, our products and services; our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with; fluctuations in general economic and business conditions in the market in which we op

BUSINESS

ITEM 1. BUSINESS. Overview We specialize in the development and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home use. We have a patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas. Our mission is to become a leader in creating safe, clean spaces that are free from any chemical residue or skin irritants. We are currently expanding our distributor network, improving our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels. As noted by the U.S. Environmental Protection Agency, or the EPA ("Wastewater Technology Fact Sheet: Ozone Disinfection," September 1999), ozone has been used in water treatment facilities to remove pathogens from water for decades. However, ozone was not safe for traditional cleaning because the gas alone can be harmful when inhaled. In recent years, ozone has been found to become a powerful cleaning solution if infused into tap water, which then creates a solution called aqueous ozone. Once the ozone is added into the water, the resulting solution is safe to handle, yet continues to hold the effective cleaning and oxidizing components of ozone. Our product offerings utilize a patented technology that we believe produces an enhanced aqueous ozone solution that requires no additives, filters, or advanced chemicals. We believe that we are the only company that has an aqueous ozone solution that is produced in the form of nanobubbles. In a critical review from Environmental Science Nano ("Disinfection applications of ozone micro- and nanobubbles," November 2, 2021) authors Petroula Seridou and Nicolas Kalogerakis explain that since its discovery in the 1990's, nanobubbles have been used to remove pollutants in many industries, including biopharma and food processing. Nanobubbles are nanometer-sized (one billionth of a meter) gaseous cavi

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View this 10-K filing on SEC EDGAR