CleanCore Solutions Files 8-K Amendment

TL;DR

CleanCore Solutions filed an 8-K amendment for a material agreement from Aug 29.

AI Summary

CleanCore Solutions, Inc. filed an amendment (8-K/A) on September 8, 2025, to a previous report concerning a material definitive agreement entered into on August 29, 2025. The filing does not provide specific details about the agreement itself, only that it is an amendment to a prior 8-K filing.

Why It Matters

This amendment indicates a modification or addition to a previously disclosed material agreement, which could impact the company's business or financial standing.

Risk Assessment

Risk Level: medium — Amendments to material agreements can signal changes in business dealings that may carry inherent risks.

Key Players & Entities

• CleanCore Solutions, Inc. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• September 8, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share ZONE NYSE American LLC
• $175,000,420 — ing, the Company raised an aggregate of $175,000,420, consisting of $148,650,530 in cash gro
• $148,650,530 — ggregate of $175,000,420, consisting of $148,650,530 in cash gross proceeds and $26,349,890
• $26,349,890 — $148,650,530 in cash gross proceeds and $26,349,890 in cryptocurrency gross proceeds. Howev
• $123,687,255 — reported net proceeds of approximately $123,687,255, as it failed to include (i) the gross
• $164,257,145 — r offering expenses, were approximately $164,257,145. This Form 8-K/A amends and restates It
• $1,100,000 — ely $164,257,145. Of this amount, up to $1,100,000 will be used to pay off outstanding ind
• $4,400,000 — to pay off outstanding indebtedness and $4,400,000 will be used for working capital and ge
• $1,000 — securities, an amount in cash equal to $1,000 per day of a Public Information Failure
• $1.33 — nt is effective at an exercise price of $1.33 (subject to standard adjustments for st
• $1,000,000,000 — ggregate on amounts up to and including $1,000,000,000 in Account value, with 1.75% paid to th
• $1,500,000,000 — bove $1,000,000,000 up to and including $1,500,000,000 in Account value, with 1.5% paid to the
• $1.00 — B common stock at an exercise price of $1.00 (subject to standard adjustments for st
• $500,000 — the Legacy Business will have at least $500,000 in unrestricted cash and cash equivalen

Filing Documents

• ea0256328-8ka1_clearcore.htm (8-K/A) — 67KB
• 0001213900-25-085268.txt ( ) — 242KB
• zone-20250829.xsd (EX-101.SCH) — 3KB
• zone-20250829_lab.xml (EX-101.LAB) — 33KB
• zone-20250829_pre.xml (EX-101.PRE) — 22KB
• ea0256328-8ka1_clearcore_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements On September 1, 2025, CleanCore Solutions, Inc. (the " Company ") entered into a securities purchase agreement (the " Cash Purchase Agreement ") with certain purchasers (the " Cash Purchasers "), pursuant to which the Company agreed to issue and sell to the Cash Purchasers pre-funded warrants to purchase an aggregate of 148,650,530 shares of class B common stock (the " Cash Pre-Funded Warrants ") for aggregate gross proceeds of $148,650,530 (the " Cash Offering "). In the Cash Offering, the Cash Purchasers tendered U.S. dollars to the Company as consideration for the Cash Pre-Funded Warrants. On September 1, 2025, the Company also entered into a securities purchase agreement (the " Cryptocurrency Purchase Agreement ," and together with the Cash Purchase Agreement, the " Purchase Agreements ") with certain purchasers (the " Cryptocurrency Purchasers " and together with the Cash Purchasers, the " Purchasers "), pursuant to which the Company agreed to issue and sell to the Cryptocurrency Purchasers pre-funded warrants to purchase an aggregate of 26,349,890 shares of class B common stock (the " Cryptocurrency Pre-Funded Warrants ," and together with the Cash Pre-Funded Warrants, the " Pre-Funded Warrants ") for aggregate gross proceeds of $26,349,890 (the " Cryptocurrency Offering ," and together with the Cash Offering, the " Offering "). In the Cryptocurrency Offering, the Cryptocurrency Purchasers tendered Dogecoin, Bitcoin, Ethereum, USDC or USDT as consideration for the Cryptocurrency Pre-Funded Warrants. Maxim Group LLC (" Maxim ") and Curvature Securities, LLC (" Curvature ") acted as placement agents (together, the " Placement Agents ") in connection with the Offering, pursuant to the terms and conditions of a placement agency agreement, dated September 1, 2025, among the Company and the Placement Agents (the " Placement Agreement "). On September 5, 2025, the Offering clo

SIGNATURES

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: September 8, 2025 CLEANCORE SOLUTIONS, INC. /s/ Clayton Adams Name: Clayton Adams Title: Chief Executive Officer 7

View Full Filing

View this 8-K/A filing on SEC EDGAR