CleanCore Solutions, Inc.

false 0001956741 0001956741 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2026 CLEANCORE SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Nevada 001-42033 88-4042082 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5920 S. 118th Circle , Omaha , NE 68137 (Address of principal executive offices) (Zip Code) ( 877 ) 860-3030 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ZONE NYSE American LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On July 23, 2026, CleanCore Solutions, Inc., a Nevada corporation (the “Company” or “ZONE”), entered into (i) a Contribution Agreement (the “Contribution Agreement”), (ii) a Limited Liability Company Agreement (the “LLC Agreement”), (iii) a Development Services Agreement (the “DSA”), and (iv) a Software License Agreement (the “License Agreement” and, together with the Contribution Agreement, the LLC Agreement, and the DSA, the “Transaction Documents”) with a Delaware corporation (“PartnerCo”), Monarch SPV HoldCo LLC, a Delaware limited liability company (the “JV Company”), and Monarch Data Operations, LLC, a Delaware limited liability company and wholly owned subsidiary of the JV Company (“OpCo”), to form and capitalize a joint venture for the purpose of financing, developing, constructing, commissioning, owning, operating, and commercializing an approximately 55 MW data center facility located in Minnesota (the “Project”), including a baseline 40 MW compute lease deployment under a pre-existing colocation services agreement between OpCo and Cerebras Systems Inc. (“Cerebras”). The key economic and governance terms are summarized below. Colocation Services Agreement. In connection with the Project, OpCo is party to a 10-year Colocation Services Agreement with Cerebras, pursuant to which OpCo will provide Cerebras with colocation services with respect to the baseline 40 MW of critical IT load, with the data center campus designed to Tier 3 standards and 100% pre-leased to Cerebras (the “Colocation Services Agreement”). The initial 10-year term of the Colocation Services Agreement has an estimated contract value of approximately $800,000,000, and Cerebras holds two additional 10-year renewal options that, if exercised, would bring the aggregate potential contract value under the Colocation Services Agreement to more than $3,000,000,000. As of the date of this Current Report, approximately 20 MW of the Project’s utility power capacity is already energized, supporting an initial 15 MW of critical IT load, with the Project’s remaining capacity expected to come online, and associated revenue expected to commence, in the first quarter of 2027. Capital Structure. The Company holds a 79% ownership interest in the JV Company (a “Percentage Interest”) as the majority equity holder and capital partner, and PartnerCo holds a 21% Percentage Interest as the minority equity holder and development/operating/execution partner (the “Development Partner”). The Company’s initial contribution is cash. PartnerCo’s initial contribution consists of the assignment and contribution of Project assets and rights, development services (under the DSA), and the software license (under the License Agreement), with no obligation to make further capital contributions. ● Equity Consideration. The Company will issue $1,000,000 of ZONE common stock to PartnerCo (or its designated recipients) (the “Upfront Stock”), calculated based on the 10-day trailing VWAP preceding the date of issuance, with issuance conditioned on satisfaction of certain post-closing conveyance and assignment covenants under the Contribution Agreement. PartnerCo will receive customary demand and piggyback registration rights with respect to the Upfront Stock and has agreed not to transfer the Upfront Stock for six months following its issuance. ● Development Partner Compensation. Under the DSA, PartnerCo (as Development Partner) is entitled to: (a) a Milestone Participation of $4,800,000, payable in cash in 20 equal monthly installments of $240,000; (b) a Capex Management Bonus equal to 20% (if actual capex to achieve the Baseline Delivery Standard is 91% to 96.5% of a $440,000,000 capex target (the “Capex Target”), which is separate from, and lower than, the Project’s $479,000,000 approved budget) or 30% (if actual capex is below 91% of the Capex Target) of the savings versus the Capex Target upon achieving the Baseline Delivery Standard (as defined in the DSA); and (c) an Early Delivery Bonus of up to $1,500,000 (the “Early Delivery Bonus”) (calculated at $37,500 per MW for early-delivered service orders). This compensation is in addition to, and does not duplicate, PartnerCo’s distributions as holder of a 21% Percentage Interest. Additional Capital. The LLC Agreement contemplates that the Company will fund an initial capital commitment of $250,000,000 and an additional capital commitment of $250,000,000 (aggregate committed capital of up to $500,000,000), called on an as-needed basis per an agreed funding schedule (the “Funding Schedule”) from July 2026 through February 2027. The initial approved budget for the Project is $479,000,000. Under the Contribution Agreement, ZONE’s $40,000,000 Initial Capital Contribution is to be deposited in two installments: $25,000,000 on the Closing Date for pre-approved capital expenditures, and up to an additional $15,000,000, based on applicable budgetary needs, no later than four business days after the Closing Date. The Company’s sole exposure for a funding shortfall is dilution (via several different mechanisms, as set forth in the LLC Agreement), and no party may seek damages or compel funding from the Company. Governance. The JV Company is managed by a five-member board of managers (the “Board”). The Company designates three managers and PartnerCo designates two, reflecting the Company’s majority ownership (subject to rebalancing if the Company’s interest falls below 51%). Enumerated major decisions specified in the LLC Agreement (including budget and Funding Schedule changes, material contract actions, incurrence of indebtedness, issuance of equity, asset sales, related-party transactions, and IP licenses or transfers) require PartnerCo’s written consent notwithstanding the Company’s majority board control. PartnerCo serves as Development Partner for the Project under the DSA, subject to Board oversight, negative covenants, and termination-for-cause provisions.