Zone Frontier Inc 10-Q for FY2026 Q2
Zone Frontier Inc. (ZONE)
About this 10-Q
Zone Frontier Inc filed this 10-Q on February 11, 2026, covering the quarter ended December 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.07M
- up 315.5% from $257.27K a year earlier
- Net loss
- $104.36M
- compared with a net loss of $1.01M a year earlier
- Diluted EPS
- -$0.51
- compared with -$0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission
File Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☐ | |
| 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 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of February 10, 2026, there were
CleanCore Solutions, Inc.
Quarterly Report on Form 10-Q
Period Ended December 31, 2025
TABLE OF CONTENTS
| PART I | |||
| FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 | |
| Item 4. | Controls and Procedures | 31 | |
| PART II | |||
| OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 33 | |
| Item 1A. | Risk Factors | 33 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 | |
| Item 3. | Defaults Upon Senior Securities | 33 | |
| Item 4. | Mine Safety Disclosures | 33 | |
| Item 5. | Other Information | 33 | |
| Item 6. | Exhibits | 34 | |
i
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CLEANCORE SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets | ||||||||
| Digital assets | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Pre-funded warrant liability | ||||||||
| Lease liability – current | ||||||||
| Note payable – current | ||||||||
| Note payable – related party | ||||||||
| Due to related parties | ||||||||
| Total current liabilities | ||||||||
| Lease liability – non-current | ||||||||
| Note payable – non-current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Stockholders’ Equity | ||||||||
| Class A Common Stock; $ | ||||||||
| Class B Common Stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of sales (exclusive of depreciation shown separately below) | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Advertising expense | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Foreign exchange loss | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Foreign currency translation adjustment | ||||||||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares used in computing net loss per share, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| For the Three and Six Months Ended December 31, 2025 | ||||||||||||||||||||||||||||||||
Class A Common Stock | Common Stock (formerly Class B) | Additional Paid in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income | Deficit | Equity | |||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Conversion of class A common stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock in at-the-market offering | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon settlement of debt | - | |||||||||||||||||||||||||||||||
| Issuance of common stock under settlement agreement | - | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options – 2022 Equity Incentive Plan | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Issuance of restricted stock awards – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||||||
| Currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at September 30, 2025 | - | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Issuance of common stock in at-the-market offering | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Issuance of common stock for services | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Issuance of restricted stock awards – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||||||
| Common stock cancelled | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||
4
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
| For the Three and Six Months Ended December 31, 2024 | ||||||||||||||||||||||||||||
Class A Common Stock | Common Stock (formerly Class B) | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Conversion of class A common stock into common stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan | - | |||||||||||||||||||||||||||
| Stock based compensation – 2022 Equity Incentive Plan | - | - | ||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
CLEANCORE SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended December 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Change in fair value of digital assets | ||||||||
| Accretion of note payable discount | ||||||||
| Non-cash interest expense | ||||||||
| Stock based compensation | ||||||||
| Non-cash professional fees | ||||||||
| Non-cash lease expense | ( | ) | ( | ) | ||||
| Provision for bad debt and write-off on uncollectable accounts | ||||||||
| Foreign exchange (gain)/loss | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Due to related parties | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of digital assets | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from at-the-market offering | ||||||||
| Proceeds from private placement of pre-funded warrants, net | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from issuance of loans from related parties | ||||||||
| Proceeds from subscription advance | ||||||||
| Payments of deferred offering costs | ( | ) | ||||||
| Repayments of notes payable | ( | ) | ( | ) | ||||
| Repayments of loans due to related parties | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at the end of period | $ | $ | ||||||
| Supplementary cash flow disclosure | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplementary schedule of non-cash investing and financing activities | ||||||||
| Debt to equity conversion | $ | $ | ||||||
| Digital assets received in connection with pre-funded warrants | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
1. Organization and Business
CC Acquisition Corp. was incorporated in the State of Nevada on August 23, 2022 for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, pursuant to an asset purchase agreement entered into by CC Acquisition Corp. with these three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. changed its name to CleanCore Solutions, Inc. (“CleanCore US”). Since CleanCore US acquired substantially all of the assets of each of CleanCore Solutions, LLC, TetraClean Systems, LLC, and Food Safety Technologies, LLC, the business of these three entities is now operated by CleanCore US.
On January 29, 2025, CleanCore established CleanCore Global Limited (“CleanCore Global,” and together with CleanCore US, the “Company”) as a wholly owned subsidiary in Ireland.
The Company specializes in the development and production of cleaning products that produce pure aqueous ozone products for professional, industrial, or home use. The Company has a patented nanobubble technology using aqueous ozone that it believes is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.
The Company offers products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Its products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.
On September 5, 2025, the Company adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that the Company entered into with Dogecoin Ventures, Inc. (the “Asset Manager”) and 21Shares US LLC (“21Shares”), on September 5, 2025 (the “Asset Management Agreement”), the Company established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage the Company’s treasury assets, which include available cash or digital assets placed in the Company’s account to be utilized for such purpose (the “Treasury Account”), as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (the “Treasury Assets”).
The headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.
Liquidity
The
Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through December
31, 2025, the Company has financed its operations primarily through investor funding. As of December 31, 2025, the Company had cash of
$
On
September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of
7
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
August 29, 2025, the Company entered into an amended and restated sales agreement (the “Sales Agreement”) with Maxim Group
LLC and Curvature Securities LLC (the “Sales Agents”), which amends and restates that certain sales agreement, dated June
20, 2025, between the Company and Curvature Securities LLC in its entirety. Pursuant to the terms of the Sales Agreement, the Company
may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the
Securities Act of 1933, as amended, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $
Despite these offerings, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements as of and for the three months ended December 31, 2025.
The Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements as of and for the three and six months ended December 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and include the accounts of the Company and its wholly owned subsidiary. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The unaudited interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual audited 2025 condensed consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on August 22, 2025 (the “Form 10-K”). The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2026 or for any other future annual or interim period.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates and assumptions are adequate, actual results could differ from the estimates and assumptions used.
The fiscal 2025 year-end balance sheet data was derived from audited financial statements, and certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules or regulations; however, the Company believes the disclosures made are adequate to make the information presented not misleading.
A complete listing of the Company’s significant accounting policies is discussed in Note 2 – Summary of Significant Accounting Policies in the Notes to Financial Statements included in the Form 10-K.
8
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Principles of Consolidation
The condensed consolidated financial statements are presented in U.S. dollars and include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.
Risks and Uncertainties
The Company is subject to a number of risks similar to other early-stage companies including, but not limited to, profitability, the need for additional financing to achieve its business strategy, ability to obtain regulatory approval, significant competition, and dependence on key individuals.
Cash and Cash Equivalents
Cash consists of cash in readily available checking and money market accounts. Cash is recorded at cost, which approximates fair value. As of December 31, 2025 and June 30, 2025, cash balances were deposited at a major financial institution. Cash balances are subject to minimal credit risk as the balances are with high credit quality financial institutions (see also Concentration of Credit Risk below). The Company maintains restricted cash, which is to be used for the purchase of Dogecoin as part of its treasury strategy.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to significant concentration of credit risk, consist of cash for both the CleanCore and Treasury operating segments (see Note 16). The Company maintains deposits in federally insured financial institutions in excess of respective insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Inventory
Inventory
consists of parts, work in progress and finished goods. The Company values parts and finished goods at the lower of the actual costs
or net realizable value. The Company values work in progress at cost. The Company periodically reviews inventory for obsolete and potentially
impaired items. As of December 31, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence
of $
Digital Assets
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in the statement of operations each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective September 2025.
The Company accounts for its digital assets, which are currently comprised solely of Dogecoin, as indefinite-lived intangible assets in accordance with ASC 350-60 (Intangibles – Goodwill and Other – Crypto Assets). The Company has ownership and control over its digital assets and uses a well-known crypto custodian to secure it.
The Company’s digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost (“WAC”) method. Upon disposal, the cost basis of the digital assets sold is determined using the WAC method.
Digital assets are measured at fair value at each reporting period. The Company determines the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the period-end quoted (unadjusted) prices in the Company’s principal market. Changes in fair value are recognized at each reporting date within the change in fair value of digital assets line item in the statement of operations.
9
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The vast majority of the Company’s assets are concentrated in its Dogecoin holdings. Dogecoin is a digital asset, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding Dogecoin does not generate any cash flows and involves custodial fees and other costs. Additionally, the price of Dogecoin has historically experienced significant price volatility, and a significant decrease in the price of Dogecoin would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding Dogecoin also exposes it to counterparty risks with respect to the custody of its Dogecoin, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.
Deferred Offering Costs
In
accordance with ASC 340-10-S99-1 and SEC Accounting Bulletin Topic 5A, specific incremental costs incurred by the Company directly attributable
to a proposed offering of securities were deferred. As the pre-funded warrants offering closed on September 5, 2025, a total of $
Net Loss Per Share of Common Stock
Basic
net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period,
without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable
to common stockholders by the weighted-average number of common shares and potentially dilutive securities outstanding for the period.
For purposes of the diluted net loss per share calculation, stock options, warrants and convertible debt are considered to be potentially
dilutive securities. As of December 31, 2025 and June 30, 2025, there were
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted this guidance effective September 2025.
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in the statement of operations each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective September 2025.
Accounting Pronouncements Pending Adoption
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid, and is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.
10
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies the effective date of ASU 2024-03. The guidance is effective for all public entities with fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December15, 2027. Early adoption is permitted. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial statements.
In December 2024, the FASB issued ASU 2024-03, Debt—Debt with Conversion and Other Options (Subtopic 470- 20): Induced Conversions of Convertible Debt Instruments. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). Early adoption is permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial statements.
3. Disaggregated Revenue
The following table disaggregates revenue by product category for the following periods:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Janitorial and Sanitation | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
The “Other” category of revenue consists primarily of sales ice and laundry units, parts, accessories, shipping and handling, and equipment rental income.
The following table disaggregates revenue by geographical region for the following periods:
Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Domestic | $ | $ | $ | $ | ||||||||||||
| International | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
4. Cash and Cash Equivalents
Cash and cash equivalents consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Checking and savings | $ | $ | ||||||
| Money market | ||||||||
| Restricted cash | ||||||||
| Total cash and cash equivalents | $ | $ | ||||||
5. Asset Acquisition
On April 15, 2025, the Company completed its acquisition of specified assts of Sanzonate Europe Ltd. (“Sanzonate”). Sanzonate was a former customer of the Company that produces products similar to the Company’s products. The assets acquired included accounts receivable, inventory, and intangibles. The intangibles consisted of a license issued by the European Organization for Technical Assessment to sell ozone products in the European Union (“EOTA license”), Sanzonate’s trade name, and distribution agreements. The Company also retained one sales representative and one administrative resource. The Company entered into this transaction to expand its presence in Europe.
11
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The total cost of the assets consisted of the following:
Consideration | Total Asset Cost | |||
| Cash | $ | |||
| Promissory note | ||||
| Warrant | ||||
| Direct acquisition-related costs | ||||
| Total | $ | |||
The
promissory note is a
The
warrant is for the purchase up to
In
addition, the transaction includes contingent consideration in the form of an earnout of up to $
Management concluded that the transaction does not constitute a business combination and therefore will account for the transaction in accordance with ASC 805-50, Acquisition of Assets Rather than a Business.
The total cost of the assets was allocated to the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business, as follows:
| Asset | Allocated Cost | |||
| Accounts receivable | $ | |||
| Inventory | ||||
| EOTA license | ||||
| Trade name | ||||
| Distribution agreements | ||||
| Total | $ | |||
The accounts receivable were assessed for collectability and recorded at fair value as of the closing date. Similarly, inventory was reviewed for obsolescence and recorded at fair value as of the closing date.
The
EOTA license allows the Company to sell ozone products in the European Union (“EU”). The EOTA license will be amortized over
an estimated useful life of
Sanzonate’s
trade name will continue to be used, as necessary, when customers have preexisting relationship with Sanzonate. The trade name will be
amortized over an estimated useful life of
Sanzonate’s
distribution agreements are agreements with distributors in the EU that sell product to end users. The Company intends to utilize the
existing distributors, but also expand on both distributors and non-distributor customers in the EU. The distribution agreements will
be amortized over an estimated useful life of
The Company engaged a third-party valuation firm to determine the fair values of the intangible assets. The intangible assets were valued using a discounted cash flow method. Key inputs and assumptions include projected cash flows and the discount rate used to calculate the present value of such cash flows. In addition, all long-lived assets will be tested for impairment when events and circumstances indicate the assets might be impaired.
12
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
6. Accounts Receivable, Net
Accounts receivable, net consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Prepaid inventory parts | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid certification and fees | ||||||||
| Prepaid other | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
8. Inventory
Inventory consists of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Parts | $ | $ | ||||||
| Finished goods | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventory, net | $ | $ | ||||||
The
Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $
| 9. | Digital Assets |
The Company’s digital asset holdings are comprised of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Number of Dogecoin held | ||||||||
| Digital assets carrying fair value | $ | $ | ||||||
| Digital assets cost basis | $ | $ | ||||||
| Unrealized loss on digital assets | $ | $ | ||||||
The
fair value per share used to compute the digital assets carrying fair value as of December 31, 2025 was $
13
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
10. Intangible Assets
Intangible assets consist of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Technology | $ | $ | ||||||
| Distribution agreements | ||||||||
| Trademarks | ||||||||
| License | ||||||||
| Total | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
The Company holds 16 patents, which are included in technology. These patents cover the functions of the Company’s products that allow its machines to produce the ozone in the form of nanobubbles.
Amortization
expense related to intangibles was $
11. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consist of the following at:
| December 31, 2025 | June 30, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued payroll and related expenses | ||||||||
| Warranty reserve | ||||||||
| Accrued legal | ||||||||
| Executive compensation | ||||||||
| Digital asset management fees | ||||||||
| Consulting fees | ||||||||
| Contract termination | ||||||||
| Other accrued expenses | ||||||||
| Total accounts payable and other accrued expenses | $ | $ | ||||||
12. Debt
Promissory Notes
On
October 17, 2022, the Company issued a promissory note in the principal amount of $
14
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
May 31, 2024, Burlington and Walker Water LLC (“WW”) entered into an allonge, assignment and agreement (the “Burlington
Assignment Agreement”), pursuant to which Burlington agreed to transfer $
Pursuant
to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $
On
December 24, 2024, the Company entered into a note assignment and cancellation agreement (the “WW Assignment Agreement”)
with WW, Gary Hollst, the Company’s Chief Revenue Officer, and Gary Rohwer, a third party, pursuant to which WW assigned half of
its right, title and interest in and to the WW Note to Garry Hollst and the remaining half to Gary Rohwer. Accordingly, the WW Note was
cancelled and the Company issued a promissory note in the principal amount of $
On
April 15, 2025, CleanCore Global issued a
On
April 16, 2025, the Company entered into subscription agreements with several accredited investors for the purchase of (i)
On
June 6, 2025, the Company entered into a subscription agreement with an accredited investor for the purchase of (i) a
On
June 30, 2025, the Company issued to an accredited investor (i) an original issue discount promissory note in the principal amount of
$
15
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
13. Related Party Transactions
As
of December 31, 2025 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder,
in the amount of $
On
October 17, 2022, the Company entered into a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability
company owned by Clayton Adams, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant
to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $
On
July 27, 2023, the Company agreed to purchase approximately $
On
March 26, 2024, the Company entered into a loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit
note to Mr. Adams in the principal amount of up to $
On
December 24, 2024, the Company issued a promissory note in the principal amount of $
16
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
December 24, 2024, the Company issued a
Following
the assignment described above, the Company issued a
ACME
People Company, a company owned and controlled by Travis Buchanan, the Company’s President, participated in the private placement
of promissory notes and warrants that was completed on April 16, 2025 (see Note 10) and was issued (i) a
In
connection with the acquisition of the assets of Sanzonate, on April 15, 2025, CleanCore Global issued a
On
September 5, 2025, the Company entered into an option agreement with Clayton Adams, pursuant to which the Company granted Mr. Adams an
irrevocable option to elect, in his sole discretion, at any time commencing on the date that is one hundred eighty (180) days after the
closing of the offering that was completed on September 5, 2025, and ending on the third (3rd) anniversary of such date, to
either (i) direct the Company to consummate a spin-off of the Company’s business and operations as conducted immediately prior
to the closing of such offering, excluding any digital asset treasury business or other business lines commenced after such date, and
including all assets, liabilities and employees primarily related thereto (the “Legacy Business”), or (ii) acquire, or cause
one or more entities designated by Mr. Adams to acquire, the Legacy Business at a price proposed by Mr. Adams that he believes falls
within a range that is considered fair, from a financial point of view, for the Legacy Business and that is confirmed as fair from a
financial point of view by a fairness opinion (the “Option Price”). The Option Price will assume that the Legacy Business
will have at least $
14. Stockholders’ Equity
On
October 13, 2025, the Company filed Amended and Restated Articles of Incorporation which (i) removed the dual class structure of the
Company’s common stock and (ii) increased the number of shares of common stock that the Company is authorized to issue to
17
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Common Stock
For the Six Months Ended December 31, 2025
On
August 20, 2025, the Company issued
On
August 27, 2025, the Company issued
On
August 29, 2025, the Company issued
On
September 2, 2025, the Company issued
On
September 5, 2025, all remaining
On
September 23, 2025, the Company issued an aggregate of
On
October 13, 2025, the Company issued
On
November 17, 2025, the Company issued
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
During
the six months ended December 31, 2025, the Company issued an aggregate of
On
December 31, 2025, stockholders surrendered an aggregate of
As
of December 31, 2025, there were
For the Six Months Ended December 31, 2024
On
October 30, 2024,
During
the six months ended December 31, 2024, the Company issued an aggregate of
18
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Stock Options
options were issued during the six months ended December 31, 2025. During the six months ended December 31, 2025, a holder exercised
a stock option issued under the 2022 Plan on a cashless basis for
Warrants
On
September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of
In
connection with this offering and as partial compensation for their services, on September 5, 2025, the Company issued a five-year warrant
to purchase
On
September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase
All
of the foregoing warrants contain a beneficial ownership limitation which provides that the Company will not effect any exercise, and
a holder will not have the right to exercise, any portion of a warrant to the extent that, after giving effect to the exercise, such
holder (together with such holder’s affiliates) would beneficially own in excess of
During
the six months ended December 31, 2025, an aggregate of
Restricted Stock Awards
On
July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for
19
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
On
July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for
On
October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for
On
October 20, 2025, the Company granted
On
November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for
Stock-based Compensation
Total
stock compensation expense was $
20
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
15. Net Loss Per Share
The following tables set forth the computation of basic and dilutive net loss per share of common stock:
| Three Months Ended December 31, | Six Months Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic and Diluted Net Loss Per Share | ||||||||||||||||
| Numerator | ||||||||||||||||
| Allocation of undistributed loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator | ||||||||||||||||
| Weighted average number of shares used in computation | ||||||||||||||||
| Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
16. Segment Information
Due
to the establishment of the official Dogecoin treasury strategy on September 5, 2025 as part of the $
The following tables present for each Segment and on a consolidated basis, the Company’s revenues, gross profit and operating profit (loss) regularly provided to the CODM and reconciled to net income (loss) for each of the periods presented. Total segment assets provided to the CODM are also disclosed in the tables below for each period presented.
| Three Months Ended December 31, 2025 | Six Months Ended December 31, 2025 | |||||||||||||||||||||||
| CleanCore | Treasury | Consolidated | CleanCore | Treasury | Consolidated | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ) | ( | ) | ( | ) | |||||||||||||
| Total Assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
17. Commitments and Contingencies
Legal Proceedings
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.
21
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Retirement Plans
The Company does not maintain a defined contribution plan or any other type of retirement plan for its employees.
Leases
The
Company has a non-cancellable operating lease commitment for its office facility expiring in 2028. Rent expense totaled $
The following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases as of December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |||||||
| Operating lease cost | $ | $ | ||||||
| Remaining lease term | ||||||||
| Discount rate | % | % | ||||||
The discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount.
The following table discloses the undiscounted cash flows on an annual basis and a reconciliation of the undiscounted cash flows of operating lease liabilities recognized in the balance sheet as of December 31, 2025:
Year Ended June 30, | ||||
| 2026 (remainder) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total undiscounted cash flows | ||||
| Less amount representing interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Less current portion | ( | ) | ||
| Noncurrent lease liabilities | $ | |||
Asset Management Agreement
Pursuant
to the terms of the Asset Management Agreement, the Company agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed
at an annual rate as follows: (i)
Strategic Advisor Agreement
On
November 17, 2025, the Company entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt,
is not related to the Asset Manager), pursuant to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services
relating to the Company’s digital asset treasury business in exchange for, among other things, a monthly advisory fee of $
22
CLEANCORE SOLUTIONS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
18. Subsequent Events
Digital Asset Activity
During the period between January 1, 2026 and February 10, 2026, the Company did not purchase or sell any units of Dogecoin.
As of February 10, 2026, the Company’s digital asset fair value is $
Stock Issuances
On January 1, 2026, the Company issued an aggregate of
On
January 5, 2026, the Company issued an aggregate of
On
February 5, 2026, the Company issued an aggregate of
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.
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 statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance 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 operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
24
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.
We offer products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries. Our products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.
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.
On September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin. Pursuant to an asset management agreement that we entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account, but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets).
Principal Factors Affecting the Financial Performance of our Cleaning Solutions Business
The operating results for our cleaning solutions business are primarily affected by the following factors:
| ● | our ability to acquire new customers or retain existing customers; |
| ● | our ability to stay ahead of our value-proposition to end consumers; |
| ● | our ability to continue innovating our technology to meet consumer demand; |
| ● | industry demand and competition; and |
| ● | market conditions and our market position. |
Principal Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations
The operating results for our Treasury operations are primarily affected by the following factors:
| ● | the market value of Dogecoin tokens; |
| ● | the trading volume of Dogecoin tokens; and |
| ● | investor understanding and willingness to purchase and use Dogecoin. |
Segments
Due to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments: (i) the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional, industrial, or home use; and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes the Treasury Assets. The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated from our Dogecoin holdings to better align with their activities and utilization.
25
Our chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as on a consolidated basis. The CODM uses net income (loss) to assess the profitability of the CleanCore segment by comparing actual to budgeted results on a quarterly basis. In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore segment. The CODM, in conjunction with our Chief Investment Officer, assesses the Treasury segment using the value of the Dogecoin and number of tokens held. Both segments allocate personnel and budget accordingly to maximize potential profitability. The CODM also uses net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes.
Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; |
| ● | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
| ● | submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
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Results of Operations
Comparison of Three Months Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations for the three months ended December 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
| Three Months Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | %
of Revenue | Amount | %
of Revenue | |||||||||||||
| Revenue, net | $ | 1,068,851 | 100.00 | % | $ | 257,269 | 100.00 | % | ||||||||
| Cost of sales | 341,451 | 31.95 | % | 195,258 | 75.90 | % | ||||||||||
| Gross profit | 727,400 | 68.05 | % | 62,011 | 24.10 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | 21,328,326 | 1,995.44 | % | 911,173 | 354.17 | % | ||||||||||
| Advertising expense | 53,901 | 5.04 | % | 74,905 | 29.12 | % | ||||||||||
| Depreciation and amortization expense | 63,061 | 5.90 | % | 39,928 | 15.52 | % | ||||||||||
| Total operating expenses | 21,445,288 | 2,006.39 | % | 1,026,006 | 398.81 | % | ||||||||||
| Loss from operations | (20,717,888 | ) | (1,938.33 | )% | (963,995 | ) | (374.70 | )% | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income (expense), net | 62,736 | 5.87 | % | (41,035 | ) | (15.95 | )% | |||||||||
| Change in fair value of digital assets | 83,703,185 | ) | (7,831.14 | )% | - | - | ||||||||||
| Foreign exchange loss | (2,015 | ) | (0.19 | )% | - | - | ||||||||||
| Total other income (expense) | (83,642,464 | ) | (7,825.46 | )% | (41,035 | ) | (15.95 | )% | ||||||||
| Net loss | $ | (104,360,352 | ) | (9,763.79 | )% | $ | (1,005,030 | ) | (390.65 | )% | ||||||
Revenue. All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue increased by $811,582, or 315.46%, to $1,068,851 for the three months ended December 31, 2025 from $257,269 for the three months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $508,992 in the three months ended December 31, 2025.
Cost of sales. Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $146,193, or 74.87%, to $341,451 for the three months ended December 31, 2025 from $195,258 for the three months ended December 31, 2024. As a percentage of revenue, cost of sales was 31.95% and 75.90% for the three months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
Gross profit. As a result of the foregoing, our gross profit increased by $665,389, or 1,073.02%, to $727,400 for the three months ended December 31, 2025 from $62,011 for the three months ended December 31, 2024. As a percentage of revenue, gross profit was 68.05% and 24.10% for the three months ended December 31, 2025 and 2024, respectively.
General and administrative expenses. In the CleanCore segment, our general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. In the Treasury segment, our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense, and employee salaries and bonuses plus related payroll taxes. Our general and administrative expenses increased by $20,417,153, or 2,240.75%, to $21,328,326 for the three months ended December 31, 2025 from $911,173 for the three months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,995.44% and 354.17% for the three months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $12,836,619 in professional and consulting fees, $6,524,502 in stock compensation expense, $560,341 in payroll and benefits related to an increase in headcount, and $439,276 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $17,942,659 and $3,385,667, respectively.
Advertising expenses. In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications. In the Treasury segment, advertising expense is driven by crypto marketing expenses. Our advertising expenses decreased by $21,004, or 28.04%, to $53,901 for the three months ended December 31, 2025 from $74,905 for the three months ended December 31, 2024. Such a decrease was primarily due to the timing and strategy of outbound sales activity. As a percentage of revenue, our advertising expenses were 5.04% and 29.12% for the three months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended December 31, 2025 were $20,883 and $33,018, respectively.
Depreciation and amortization expense. Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $23,133, or 57.94%, to $63,061 for the three months ended December 31, 2025 from $39,928 for the three months ended December 31, 2024. As a percentage of revenue, depreciation and amortization expense was 5.90% and 15.52% for the three months ended December 31, 2025 and 2024, respectively. The increase in expense is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
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Total other income (expense). We had $83,642,464 in total other expense, net, for the three months ended December 31, 2025, as compared to $41,035 for the three months ended December 31, 2024. Other expense, net, for the three months ended December 31, 2025 consisted of a change in fair value of digital assets of $83,703,185 and a foreign exchange loss of $2,015, offset by interest income, net, of $62,736, while other expense, net, for the three months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $104,360,352 for the three months ended December 31, 2025, as compared to $1,005,030 for the three months ended December 31, 2024, an increase of $103,355,322, or 10,283.80%.
Comparison of Six Months Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations for the six months ended December 31, 2025 and 2024, both in dollars and as a percentage of our revenue.
| Six Months Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Amount | %
of Revenue | Amount | %
of Revenue | |||||||||||||
| Revenue, net | $ | 1,973,608 | 100.00 | % | $ | 622,168 | 100.00 | % | ||||||||
| Cost of sales | 710,014 | 35.98 | % | 374,657 | 60.22 | % | ||||||||||
| Gross profit | 1,263,594 | 64.02 | % | 247,511 | 39.78 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | 29,934,861 | 1,516.76 | % | 1,827,387 | 293.71 | % | ||||||||||
| Advertising expense | 125,430 | 6.36 | % | 121,114 | 19.47 | % | ||||||||||
| Depreciation and amortization expense | 136,589 | 6.92 | % | 79,750 | 12.82 | % | ||||||||||
| Total operating expenses | 30,196,880 | 1,530.03 | % | 2,028,251 | 326.00 | % | ||||||||||
| Loss from operations | (28,933,286 | ) | (1,466.01 | )% | (1,780,740 | ) | (286.22 | )% | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense, net | (91,594 | ) | (4,64 | )% | (80,369 | ) | (12.92 | )% | ||||||||
| Change in fair value of digital assets | (88,699,929 | ) | (4,494.30 | )% | - | - | ||||||||||
| Foreign exchange loss | (3,242 | ) | (0.16 | )% | - | - | ||||||||||
| Total other income (expense) | (88,794,765 | ) | (4,499.11 | )% | (80,369 | ) | (12.92 | )% | ||||||||
| Net loss | $ | (117,728,051 | ) | (5,965.12 | )% | $ | (1,861,109 | ) | (299.13 | )% | ||||||
Revenue. Our revenue increased by $1,351,440, or 217.21%, to $1,973,608 for the six months ended December 31, 2025 from $257,269 for the six months ended December 31, 2024. The increase is primarily due to sales from a new customer, which generated revenue of $863,334 in the six months ended December 31, 2025.
Cost of sales. Our cost of sales increased by $335,357, or 89.51%, to $710,014 for the six months ended December 31, 2025 from $195,258 for the six months ended December 31, 2024. As a percentage of revenue, cost of sales was 35.98% and 60.22% for the six months ended December 31, 2025 and 2024, respectively. The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.
Gross profit. As a result of the foregoing, our gross profit increased by $1,016,083, or 410.52%, to $1,263,594 for the six months ended December 31, 2025 from $247,511 for the six months ended December 31, 2024. As a percentage of revenue, gross profit was 64.02% and 39.78% for the six months ended December 31, 2025 and 2024, respectively.
General and administrative expenses. Our general and administrative expenses increased by $28,107,474, or 1,538.12%, to $29,934,861 for the six months ended December 31, 2025 from $911,173 for the six months ended December 31, 2024. As a percentage of revenue, our general and administrative expenses were 1,516.76% and 293.71% for the six months ended December 31, 2025 and 2024, respectively. This increase was primarily due to increases of $18,662,635 in professional and consulting fees, 7,509,878 in stock compensation expense, $1,245,340 in payroll and benefits related to an increase in headcount, and $578,342 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $21,678,560 and $8,256,301, respectively.
Advertising expenses. Our advertising expenses increased by $4,316, or 3.56%, to $125,430 for the six months ended December 31, 2025 from $74,905 for the six months ended December 31, 2024. Such an increase was primarily due to increased expenses related to crypto marketing, offset by lower marketing expenses for the CleanCore segment. As a percentage of revenue, our advertising expenses were 6.36% and 19.47% for the six months ended December 31, 2025 and 2024, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the six months ended December 31, 2025 were $61,912 and $63,518, respectively.
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Depreciation and amortization expense. Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $56,839, or 71.27%, to $136,589 for the six months ended December 31, 2025 from $39,928 for the six months ended December 31, 2024. As a percentage of revenue, depreciation and amortization expense was 6.92% and 12.82% for the six months ended December 31, 2025 and 2024, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025.
Total other income (expense). We had $88,794,765 in total other expense, net, for the six months ended December 31, 2025, as compared to $41,035 for the six months ended December 31, 2024. Other expense, net, for the six months ended December 31, 2025 consisted of a change in fair value of digital assets of $88,699,929, interest expense, net, of $91,594, and a foreign exchange loss of $3,242, while other expense, net, for the six months ended December 31, 2024 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin.
Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $117,728,051 for the six months ended December 31, 2025, as compared to $1,861,109 for the six months ended December 31, 2024, an increase of $115,866,942, or 6,225.69%.
Liquidity and Capital Resources
Our company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through December 31, 2025, we have financed our operations primarily through investor funding. As of December 31, 2025, we had cash and cash equivalents of $7,403,390, a net loss for the six months ended December 31, 2025 of $117,728,051 and cash used in operating activities of $7,167,396.
Despite our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.
We will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs. If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If we raise additional funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on our financial condition. The accompanying financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable to continue as a going concern.
The accompanying financial statements have been prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the six months ended December 31, 2025 and 2024.
| Six
months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (7,167,396 | ) | $ | (1,662,330 | ) | ||
| Net cash used in investing activities | (148,622,724 | ) | (9,065 | ) | ||||
| Net cash provided by financing activities | 161,721,570 | 215,273 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 10,944 | - | ||||||
| Net increase (decrease) in cash | 5,942,393 | (1,456,122 | ) | |||||
| Cash at beginning of period | 1,460,997 | 2,016,611 | ||||||
| Cash at end of period | $ | 7,403,390 | $ | 560,489 | ||||
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Net cash used in operating activities was $7,187,396 for the six months ended December 31, 2025, as compared to $1,662,330 for the six months ended December 31, 2024. For the six months ended December 31, 2025, our net loss of $117,728,052 and offset by a change in fair value of digital assets of $88,699,929, non-cash professional fees of $14,932,750 and stock-based compensation of $7,841,355, were the primary drivers of net cash used in operating activities. For the six months ended December 31, 2024, our net loss of $1,861,109, offset by stock-based compensation of $331,802, were the primary drivers of net cash used in operating activities.
Net cash used in investing activities was $148,622,724 for the six months ended December 31, 2025, as compared to $9,065 for the six months ended December 31, 2024. The net cash used in investing activities for the six months ended December 31, 2025 consisted of purchases of digital assets of $148,605,650 and purchases of property and equipment of $17,074, while the net cash used in investing activities for the six months ended December 31, 2024 consisted entirely of purchases of property and equipment.
Net cash provided by financing activities was $161,721,570 for the six months ended December 31, 2025, as compared to $215,273 for the six months ended December 31, 2024. Net cash provided by financing activities for the six months ended December 31, 2025 consisted of proceeds from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 and proceeds from the exercise of warrants of $370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $1,078,967 and repayments of related party loans of $425,241. Net cash provided by financing activities for the six months ended December 31, 2024 consisted of proceeds from an advance on subscription of $300,000 and proceeds from the issuance of related party notes of $232,193, offset by payments of notes payable of $316,920.
On August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature Securities LLC, or the Sales Agents, pursuant to which we may, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through or to the Sales Agents up to a maximum aggregate amount of $1,150,000,000 of shares of common stock. During the six months ended December 31, 2025, we issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235.
On September 5, 2025, we completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, we received net proceeds of approximately $164,257,145. Of this amount, approximately $1,075,000 was used to pay off outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance of the net proceeds being used to acquire Dogecoin.
Debt
Please see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt.
Contractual Obligations
Pursuant to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at an annual rate as follows: (i) 2% in the aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75% paid to the Asset Manager and 0.25% paid to 21Shares; (ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including $1,500,000,000 in Treasury Account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares; and (iii) 1.5% in the aggregate on amounts above $1,500,000,000 in Treasury Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares. Such payments may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of common stock, cash, or Dogecoin and shall be pro-rated for partial periods.
On November 17, 2025, we entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant to which we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our digital asset treasury business in exchange for, among other things, a monthly advisory fee of $83,333.
Our other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated financial statements above. We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described in Note 14 to the unaudited condensed consolidated financial statements above.
Other than the foregoing, at December 31, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Form 10-K and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described in Item 9A “Controls and Procedures” of the Form 10-K, which we are still in the process of remediating as of December 31, 2025. Investors are directed to Item 9A of the Form 10-K for the description of these weaknesses. Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with United States generally accepted accounting principles.
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Changes in Internal Control over Financial Reporting
We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.
Other than in connection with the remedial measures described below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
As disclosed in the Form 10-K, our management has identified the steps necessary to address the material weaknesses, and in the second quarter of fiscal year 2026, we continued to implement the following remedial procedures. We are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel.
While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent restatements of our financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our class B common stock may decline as a result.
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Except as set forth below, we have not sold any unregistered equity securities during the three months ended December 31, 2025 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.
| ● | On November 17, 2025, we issued 4,000,000 shares of common stock to Dogecoin Ventures LLC pursuant to the strategic advisor agreement described above. |
We issued these securities in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended.
We did not repurchase any shares of our common stock during the three months ended December 31, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
We have no information to disclose that was required to be disclosed in a report on Form 8-K during the three months ended December 31, 2025 but was not reported.
There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.
None of
our directors or executive officers
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ITEM 6. EXHIBITS.
| * | Filed herewith |
| ** | Furnished herewith |
34
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 thereunto duly authorized.
| Date: February 11, 2026 | CLEANCORE SOLUTIONS, INC. | |
| /s/ Clayton Adams | ||
| Name: | Clayton Adams | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ David Enholm | ||
| Name: | David Enholm | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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Exhibit 10.1
STRATEGIC ADVISOR AGREEMENT
This Strategic Advisor Agreement (“Agreement”) is made as of November 17, 2025 (the “Effective Date”), by and between CleanCore Solutions, Inc. (“Company”), and Dogecoin Ventures LLC (the “Strategic Advisor”).
WHEREAS Company desires to retain the services of the Strategic Advisor to provide certain consulting, sales and business development services and the Strategic Advisor has agreed to provide such services upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the adequacy of which is acknowledged by the Strategic Advisor and Company (collectively the “Parties,” or singularly a “Party”), the Parties hereby agree as follows:
1. Services.
(a) The Strategic Advisor shall provide the services (the “Services”) specified attached hereto as Exhibit A, and such future services that shall, from time to time, be instructed pursuant to this Agreement (each a “Scope of Work”).
(b) The Strategic Advisor shall devote the time and attention necessary to properly perform its obligations under this Agreement and shall promptly comply with all directions, instructions and requests of Company or its designated members.
2. Manner, Time, and Place of Services. The Strategic Advisor shall act in good faith and devote its best efforts to perform the Services under this Agreement. All Services shall be performed at a location or locations to be agreed upon by both Parties.
3. Commencement and Termination.
(a) This Agreement shall commence on the Effective Date and shall continue for a period of thirty-six (36) months, unless earlier terminated pursuant to Section 3(b) below (the “Term”).
(b) Either Party may terminate this Agreement for Cause (as defined below) upon written notice specifying the breach, which breach is not cured within thirty (30) days after receipt of such notice, with accrued payment of Services due seven (7) following termination, subject to Section 3(c). Company may terminate this Agreement without Cause upon ninety (90) days’ prior written notice and payment of the balance of the Term payable thirty (30) days after the date of termination. “Cause” means (a) willful misconduct or gross negligence in the performance of duties under this Agreement; or (b) a material breach of any provision of this Agreement.
(c) Notwithstanding anything contained in this Section 3, if the Strategic Advisor defaults in its performance of this Agreement or breaches this Agreement prior to the date of termination, Company, it its sole discretion, may reduce any payments paid to the Strategic Advisor by the amount of losses or damages incurred by Company as a result of, or arising from, the Strategic Advisor’s default or breach by giving written notification to the Strategic Advisor.
4. Compensation for Services.
(a) As full compensation for the Services provided by the Strategic Advisor, Company agrees that the Strategic Advisor will be paid the following:
| i. | Monthly Advisory Fee: $83,333 per month, payable in arrears within fifteen (15) days following the end of each calendar month. |
| ii. | Equity Compensation: (x) 6,000,000 shares of restricted stock under Company’s 2022 Equity Incentive Plan, and (y) 4,000,000 shares of restricted stock, each granted on the Effective Date; such shares vest immediately upon grant. |
| iii. | Additional Bonus: the Strategic Advisor shall be eligible for additional bonus awards at the discretion of Company’s Board of Directors based on performance and achievement of strategic milestones payable in equity and/or cash at Company’s discretion. |
(b) The consideration set forth in this Section 4 shall be the sole consideration due to the Strategic Advisor for the Services rendered hereunder. The Strategic Advisor shall be entitled to no other compensation, fee, expense, or commission under this Agreement.
(c) The Parties understand and acknowledge the following.
| (i) | Neither Party shall engage in the securities business as a broker or a dealer (“Securities Business”), or conduct of such Securities Business, unless registered in accordance with Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); |
| (ii) | The Strategic Advisor shall not receive, and Company shall not pay, any compensation for Securities Business unless registered in accordance with Section 15 of the Exchange Act; and |
5. Independent Contractor.
(a) It is understood and agreed that the Strategic Advisor shall perform the Services as an independent contractor. Nothing contained herein or in any document executed in connection herewith shall be construed to create (i) a partnership or joint venture relationship between Company and the Strategic Advisor or (ii) an employer-employee relationship between Company and the Strategic Advisor.
(b) It is understood that the compensation or any other amounts the Strategic Advisor receives under this Agreement shall not be considered salary. Company shall have no monetary obligations whatsoever to the Strategic Advisor under this Agreement except for the payments provided for in Section 4 of this Agreement.
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(c) Company shall not withhold and the Strategic Advisor shall be personally and solely responsible for all federal and state taxes, withholding, workers’ compensation insurance, disability insurance, social security, self-employment contributions, and all other related insurance and benefits imposed by law upon an employer for the benefit of its employees.
(d) The Strategic Advisor acknowledges that it shall not have the right or entitlement in or to any of the pension, retirement, or other benefit programs now or hereafter available to Company’s employees, including without limitation workers’ compensation, disability insurance, or vacation or sick leave pay.
(e) The Strategic Advisor shall pay and is responsible for all wages, salaries, payroll taxes and contributions, and all other amounts due its employees performing Services hereunder. The Strategic Advisor hereby agrees to indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing, governmental or regulatory authority as a result of or in connection with said payments and/or the Strategic Advisor’s failure to pay any and all applicable taxes or contributions.
6. Excluded term.
7. Standard of Performance. The Strategic Advisor represents and agrees that at all times the work performed hereunder will represent its best efforts, will be of the highest professional standards and quality, and will be performed in good faith and in the best interests of Company.
8. Limitations on the Strategic Advisor’s Authority. The Strategic Advisor shall have no authority to, and shall not, make any representations, warranties, or commitments binding Company without Company’s prior written consent.
9. Representations and Warranties.
(a) Company represents and warrants to the Strategic Advisor that it has the unlimited legal right to enter into this Agreement and future agreements.
(b) The Strategic Advisor represents and warrants to Company that:
| (i) | it has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law; |
| (ii) | it has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement; and |
| (iii) | its signing of this Agreement and the performance of the Services hereunder is not and will not be in violation of any other contract, agreement or understanding to which the Strategic Advisor is a party or by which the Strategic Advisor is bound. The Strategic Advisor shall indemnify and hold harmless Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such contracts or agreements. |
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10. Severability and Enforceability. The provisions of this Agreement shall be severable and, if any provision of this Agreement is held or declared to be illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability will not affect any other provision hereof, and the remainder of this Agreement.
11. Non-Waiver. The failure by one Party to require performance of any provision shall not affect that Party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. All waivers by either Party hereto must be contained in a written instrument signed by both Parties.
12. Statute of Limitations. The Parties agree that any action in relation to a breach or an alleged breach of this Agreement shall be commenced within one (1) year of the date of the breach, or alleged breach. Any action not brought within such time period shall be barred, without regard to any other limitations period set forth by law or statute.
13. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when sent via electronic mail or personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate Party at the address set forth below:
Notices to the Strategic Advisor:
Dogecoin Ventures LLC
2300 East Las Olas Blvd., 4th Floor
Fort Lauderdale, FL 33301
Attention:
Email:
Notices to Company:
CleanCore Solutions, Inc.
5920 S. 118th Circle
Omaha, NE 68137
Attention: Clayton Adams
Email:
14. Confidentiality.
(a) The Strategic Advisor recognizes and acknowledges that during its engagement by Company, the Strategic Advisor is likely to receive, develop or otherwise acquire certain confidential and proprietary information of Company, including but not limited to, customer or client lists, the identity, address and/or telephone numbers of clients, affiliates, agents, brokers, buyers, sellers, financiers and/or bank accounts, transaction codes, other capital sources, participating investment banks and commercial banks and/or entities, Company information, marketing lists, information, techniques, materials and plans, trade secrets and practices of Company, copyrighted material of Company, contacts, sales reports, sales and supplier lists, price lists, financial information, operating manual and forms, plans, notes, computer programs, systems, procedures, analyses, inventions, drawings, file data, documentation, diagrams, specifications, know how, processes, formulas, models, flow charts, software in various stages of development, source codes, object codes, and research and development procedures, test results, marketing and development plans, pricing policies, business plans, information relating to customers and/or suppliers’ identities (including but limited not to key personnel and contact details, characteristics and agreements, financial information and projections and all other knowledge or information of a confidential or proprietary nature with respect to the clients, vendors and employees), agreements, compilations of information, records, specifications, and other data concerning Company and its methods of operations, which Company has acquired through years of investment in time, expense and effort (“Confidential Information”).
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The term “Confidential Information,” as used herein, means information or material not generally known by non-Company personnel (a) which gives Company some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Company (b) which is owned by Company or in which Company has an interest (including information conceived, originated, discovered or developed in whole or in part by the Strategic Advisor); or (c) which is either (i) marked “Confidential Information,” “Proprietary Information” or other similar marking, (ii) known by the Strategic Advisor to be considered confidential and proprietary by Company or (iii) from all the relevant circumstances should reasonably be assumed by the Strategic Advisor to be confidential or proprietary to Company. Confidential Information also includes any information described above which Company obtains from another party and which Company treats as proprietary or designates as Confidential Information, whether or not owned or developed by Company as set forth in Section 14 herein.
(b) The Strategic Advisor agrees that all such Confidential Information is the exclusive property of Company, irrespective of whether such information was created or prepared by the Strategic Advisor or others. The Strategic Advisor hereby covenants and agrees that the Strategic Advisor and its employees, representatives and agents will not, in any way whatsoever, either during the term of this Agreement or at any time thereafter (nor will the Strategic Advisor assist any other person to do so), directly or indirectly, contact Company’s clients, transaction banks, bank accounts, affiliates, their employees, agents, or other contact sources, on matters relating to the subject business, or contract or negotiate with a confidential source, make any use of the Confidential Information, or reveal, report, publish, disclose to any person, firm, association, partnership corporation, or other entity (other than those in Company’s organization qualified and authorized to receive such information) for any purpose or reason whatsoever. The Strategic Advisor and its employees, representatives and agents shall maintain such Confidential Information in the same duty of care as they would their own confidential information.
(c) The Strategic Advisor and its employees, representatives and agents shall not, in any way or manner, solicit or accept business from sources or their affiliates that are made available by Company, at any time or in any matter, without express written permission of Company. Further, the Strategic Advisor and its employees, representatives and agents shall not, in any way or manner, use (or assist any person to use) such Confidential Information for any purpose except for the benefit of Company and in connection with the Services provided by the Strategic Advisor to Company under this Agreement.
(d) Confidential Information shall not include any information the Strategic Advisor can demonstrate was or is: (i) at the time of disclosure to it, in the public domain; or (ii) after disclosure to it, published or otherwise becomes part of the public domain through no fault or act of the Strategic Advisor; or (iii) disclosure is required to the extent required by law, regulation, order of a court or governmental agency. However, the Strategic Advisor shall give Company prompt notice (to the extent such notice is not prohibited by law or applicable order) to permit Company an opportunity to obtain a protective order, or otherwise protect the confidentiality of such information.
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(e) The Strategic Advisor understands that all Confidential Information is important and unique and that it materially affects Company’s goodwill and its successful conduct of business.
(f) The Strategic Advisor shall not retain or remove from Company’s possession any Confidential Information of any type or description without the express written consent of Company. If the Strategic Advisor or its employees, agents or representatives wrongfully disclose Company’s Confidential Information, the Strategic Advisor shall immediately take such commercially reasonable actions as may be requested by Company to obtain the return of such Confidential Information, at the Strategic Advisor’s own expense.
15. Third Party Information. The Strategic Advisor recognizes and acknowledges that Company has received and, in the future, will receive from third parties confidential information in which Company is required to keep confidential and/or use for limited purposes. The Strategic Advisor agrees that such information shall constitute Confidential Information and shall be kept confidential in accordance with the terms set forth in Section 14 herein.
16. Non-Solicitation of Company Clients and Employees.
(a) The Strategic Advisor acknowledges and agrees that Company’s clients materially affect the worth and value of Company as an ongoing business such that the loss of any client adversely affects Company as a business entity because each client is a special and unique Company asset. As a result, the Strategic Advisor agrees that during the Term and for a period of two (2) years following termination of this Agreement, subject to applicable tolling, the Strategic Advisor will not, and will not cause another person to, directly or indirectly, solicit, contact, take away, divert or take any action to divert, or accept business from any of Company’s clients or potential clients negotiating with Company at the time of the Strategic Advisor’s termination, regardless of whether the Strategic Advisor had personal contact with such person or whether such person had an oral or written contractual relationship with Company during the Term, did business with the Strategic Advisor on behalf of Company, or whether the Strategic Advisor came to know such party either directly or indirectly while engaged by Company.
(b) During the term of this Agreement and for a period of one (1) year following its termination for any reason, the Strategic Advisor agrees not (i) to induce or influence (or seek to induce or influence) either directly or indirectly or by action in concert with other any person who is engaged (as an employee, agent, independent contractor, or otherwise) by Company to (x) terminate his or her employment or engagement with Company or (y) assist with a competing business and (ii) to solicit or cause to solicit for employment or a consulting engagement or employ or retain as a consultant, independent contractor or employee directly or indirectly, any person who was employed or engaged by Company in any capacity during the term of this Agreement.
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(c) the Strategic Advisor and Company agree that if the Strategic Advisor violates or breaches any covenant or agreement in Section 16 hereof, the injury, loss, and actual damages that Company will sustain will be difficult to quantify or establish. The Strategic Advisor agrees that, if it violates or breaches any covenant or agreement in this Section 16, Company shall be entitled to, and the Strategic Advisor shall pay to Company as liquidated damages, the sum of three (3) times the previous fiscal year’s Commissions paid to the Strategic Advisor for Company client which has ceased doing business with Company as a result of the Strategic Advisor’s solicitation, or $1,000,000.00, whichever is larger. The Strategic Advisor acknowledges that the foregoing liquidated damages amount is reasonable and commensurate with the anticipated loss to Company resulting from such violation or breach and is an agreed upon fee and is not imposed as a penalty. The foregoing liquidated damages shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which Company is or may be entitled at law or in equity or under this Agreement.
17. Non-disparagement. Neither Party will publicly disparage, insult, ridicule or criticize the other Party or any of its members, directors, officers, employees, or agents.
18. Company’s Remedies for the Strategic Advisor’s Breach; Injunctive Relief. The Strategic Advisor acknowledges that any breach or threatened breach by the Strategic Advisor of any of the provisions in Sections 14 15, 16, and 17 of this Agreement will result in irreparable and continuing harm to Company for which there is no adequate remedy at law. The Parties agree that in the event of any such breach or threatened breach by the Strategic Advisor, damages will be difficult to estimate or measure. Notwithstanding any other provision hereof, and in addition to any other right or remedy available, the Strategic Advisor agrees that Company shall be entitled to specific performance and injunctive relief in the event of any such breach or threatened breach. Company shall be entitled to recover any and all monetary damages, including, without limitation, liquidated damages, which Company may incur and the recovery of all reasonable attorney’s fees and costs incurred by Company in obtaining such relief, and any appeal thereof. The Strategic Advisor consents that such injunctive relief may be granted without the necessity of Company’s posting any bond, except to the extent otherwise required by applicable law. The Strategic Advisor further agrees that the grant of injunctive relief and the enforcement of the terms of this Agreement shall not deprive it of its ability to operate its business.
If the Strategic Advisor breaches its obligations in Sections 14, 15 16 and 17, the period of time where the Strategic Advisor may not solicit shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, arbitration, or other action, including all appeals. The restriction period shall continue upon the effective date of any settlement, judicial or other resolution.
19. Return of Company Property. Upon termination of this Agreement, or at any time Company so requests, the Strategic Advisor, at its own expense, shall deliver to Company immediately any and all property belonging to Company and all material containing or constituting Confidential Information in its possession, in whatever media or form, including any copies in the Strategic Advisor’s possession or control, whether prepared by the Strategic Advisor or by others.
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20. Mutual Indemnification. The Parties agree to defend, indemnify and hold each and its employees, affiliates, and agents, harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees), claims, and causes of actions, that the Parties may sustain or incur, (a) arising out of any breach or alleged breach of any of the representations and warranties of the Parties contained herein, (b) arising out of directly or indirectly from any breach or alleged breach of any covenant contained herein, (c) arising out of, directly or indirectly, from the Parties alleged or actual errors, omissions, negligence, intentional wrongdoing, or fraud, (d) any activity by the Parties outside the scope of their affiliation with each other, which affiliation is limited solely to the providing Services described herein, (e) claims for benefits, compensation, or any other amounts by any individual employed or retained by the Parties, or (f) that are caused, directly or indirectly, by or as a result of the performance by the Parties, provided that nothing herein shall be construed to require the Parties to indemnify each other from or against the knowing, material, willful, and gross negligent acts of parties or their employees.
21. Conflict of Interest. Company agrees that the Strategic Advisor may perform services for others during the term of this Agreement so long as the performance of such services does not interfere with the Strategic Advisor’s obligations under this Agreement and does not interfere with the completion of the Services for Company during the Term.
22. Advertising. The Strategic Advisor shall submit to Company all advertising, sales promotion, press releases, and other publicity relating to this Agreement or the Services performed hereunder wherein Company’s name or mark is mentioned; and the Strategic Advisor further agrees not to publish or use such advertising, sales promotion, press releases, or publicity without Company’s prior written approval.
23. Further Assurances. Each Party covenants that at any time, and from time to time, during the Term of this Agreement, it will execute additional instruments and take such actions as may be reasonably be requested by another Party to confirm or otherwise carry out the intent and purposes of this Agreement.
24. Limitation of Recourse. There shall be no liability under this Agreement of, nor any recourse under this Agreement against, any manager, officer, director, shareholder, member, beneficial owner, trustee, partner, affiliate, employee, or agent of Company. The Strategic Advisor agrees not to assert any claim arising out of or related in any manner to this Agreement against any individual or organization other than the company expressly identified in the preamble of the Agreement as entering into the Agreement, i.e., the contracting Party.
25. Dispute Resolution. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, any agreement entered into in connection with this Agreement or any engagement contemplated hereby or thereby. The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to its principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby. The Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens or unavailability of witnesses. The prevailing Party in such, action, or proceeding shall be entitled to recover and be reimbursed by the non-prevailing Party, all fees, costs and expenses, including, without limitation, reasonable attorneys’ and accounting fees, court costs and all expenses, incurred by the prevailing Party and, even if not taxable as court costs, including, without limitation, all such fees, costs and expenses incident to appeals – related directly or indirectly thereto - incurred in that action or proceeding, in addition to any other relief to which such party may be entitled
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26. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties, and replaces and supersedes any and all prior or contemporaneous written or oral agreements, representations, and warranties between them respecting the subject matter hereof.
27. Amendment. This Agreement may be amended only by a writing signed by both Parties.
28. Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either Party.
29. Survival of Obligations. The Parties agree that the provisions of this Agreement that by their nature and context are intended to survive the termination or expiration of this Agreement, including but not limited to Sections 14, 15, 16, 17, 18, 19 and 20 of this Agreement, shall continue in full force and effect and shall survive termination of this Agreement
30. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Strategic Advisor its successors and assigns, and Company and to Company’s successors and assigns.
31. Assignment. Nothing in this Agreement shall be construed to permit the assignment by the Strategic Advisor of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of Company. Further, the Strategic Advisor shall not sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement without prior written consent of Company. Company may assign any or all of its rights and obligations under this Agreement.
32. Expenses. [Reserved]
33. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Copies of this Agreement signed by one or both Parties transmitted via facsimile and/or electronic mail shall be deemed to be as valid and binding as original signatures.
34. Time is of the Essence. Time is of the essence for the completion of the work described in this Agreement.
35. Force Majeure. Company shall not be liable for failure to perform its obligations under this Agreement, or for any consequential loss and/or damage, if such failure results from an occurrence beyond its reasonable control and without its fault or negligence and which it is unable to prevent or provide against by the exercise of reasonable diligence, including (but not limited to) acts of God, civil commotion, military or terrorist activity, sabotage, floods, unusually severe weather conditions which could not reasonably have been anticipated, lightning, fires, explosions or other catastrophes.
36. Review by Counsel. The Strategic Advisor acknowledges that the Strategic Advisor has been advised to consult an attorney of the Strategic Advisor’s choice before signing this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year set forth below.
| CleanCore Solutions, Inc. | Dogecoin Ventures LLC | |||
| By: | /s/ Clayton Adams | By: | /s/ Devlin DeFrancesco | |
| Name: | Clayton Adams | Name: | Devlin DeFrancesco | |
| Title: | Chief Executive Officer | Title: | Founder/CEO | |
| Date:November 17, 2025 | Date:November 17, 2025 | |||
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EXHIBIT A
Scope of Work
| 1. | Partnership Development and Implementation |
| o | Identify, structure, and implement strategic partnerships with leading financial, technology, and distribution platforms, including but not limited to 21Shares, Robinhood, and Maxim Group. |
| o | Support negotiation, documentation, and integration of such partnerships to maximize commercial and strategic value for Company. |
| 2. | Financing Strategy |
| o | Advise on, design, and assist in the implementation of financing strategies intended to enhance Company’s managed Net Asset Value (mNAV). |
| o | Provide input on transaction structuring, investor engagement, and capital allocation initiatives. |
| 3. | Additional Strategic Support |
| o | Provide such other strategic advisory services as may be reasonably requested by Company’s Founder or Board of Directors from time to time. |
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Exhibit 31.1
CERTIFICATIONS
I, Clayton Adams, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 11, 2026
| /s/ Clayton Adams | |
| Clayton Adams | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, David Enholm, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 11, 2026
| /s/ David Enholm | |
| David Enholm | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Chief Executive Officer of CLEANCORE SOLUTIONS, INC. (the “Company”), DOES HEREBY CERTIFY that:
| 1. | The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this statement on February 11, 2026.
| /s/ Clayton Adams | |
| Clayton Adams | |
| Chief Executive Officer (Principal Executive Officer) |
A signed original of this written statement required by Section 906 has been provided to CleanCore Solutions, Inc. and will be retained by CleanCore Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Chief Financial Officer of CLEANCORE SOLUTIONS, INC. (the “Company”), DOES HEREBY CERTIFY that:
| 1. | The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
IN WITNESS WHEREOF, the undersigned has executed this statement on February 11, 2026.
| /s/ David Enholm | |
| David Enholm | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
A signed original of this written statement required by Section 906 has been provided to CleanCore Solutions, Inc. and will be retained by CleanCore Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.