CleanCore Solutions, Inc.

false 0001956741 0001956741 2026-06-08 2026-06-08 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): June 8, 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 7.01 Regulation FD Disclosure. On June 8, 2026, CleanCore Solutions, Inc. (the “Company”) issued a press release announcing the appointment of Tyler Hassen, the Company’s Chief Executive Officer, as a member of the Company’s Board of Directors, the Company’s strategic transition to an AI critical infrastructure company, and the execution of a non-binding letter of intent for an initial data center development project in the midwestern United States. A copy of the press release is furnished as Exhibit 99.1 to this report. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing . Item 8.01 Other Events. Amended Business Plan The Company currently operates in two reportable segments. The CleanCore segment is the legacy cleaning products business where the Company has historically operated. As of September 5, 2025, the Company also operates its Treasury segment, which executes a digital-asset treasury strategy focused on Dogecoin. While the Company currently maintains both segments, its long-term strategic plan contemplates a broader transition that will likely include (i) a future sale or disposition of the legacy cleaning products business, (ii) the repositioning of the digital asset treasury strategy, up to and including sale of all digital assets, and (iii) entry into the AI critical infrastructure market through the development, acquisition, and operation of data center facilities and related computing infrastructure (which the Company refers to as its “AI Critical Infrastructure Business”), in each case at such time and on such terms as the Company’s board of directors determines to be in the best interests of the Company and its stockholders. The Company’s long-term vision is to transition from a cleaning products and digital asset treasury company to an AI critical infrastructure company. In connection with this strategic pivot, Tyler Hassen was appointed as the Company’s Chief Executive Officer and a member of its board of directors. This transition has begun and is expected to occur over time and may involve multiple steps, including the disposition of the Company’s cleaning products business, the wind-down of its digital asset treasury strategy, and the deployment of capital into AI critical infrastructure assets, beginning with the Midwest Project. As disclosed in the press release furnished as Exhibit 99.1 hereto, on May 7, 2026, the Company entered into a non-binding letter of intent with a development partner under which the Company may acquire a majority ownership interest in a newly formed special purpose vehicle formed for the purposes of developing and operating a data center project in the midwestern United States (the “Midwest Project”). The proposed transaction remains subject to the satisfactory completion of confirmatory due diligence and the negotiation and execution of definitive agreements, and there can be no assurance that the transaction will be consummated on the terms described herein, or at all. The Company is also in active discussions regarding additional AI critical infrastructure opportunities, none of which are subject to any binding agreement as of the date of this report. The Company believes the growing demand for compute capacity driven by the proliferation of large language models, generative AI applications, enterprise AI adoption, and cloud computing workloads presents a significant market opportunity for purpose-built data center infrastructure. The Company’s anticipated strategy contemplates the identification, acquisition, development, and operation of data center sites, including the construction or retrofit of facilities designed to house high-density computing equipment. These facilities may be developed to support colocation, build-to-suit, powered shell, or turnkey deployment models for enterprise, hyperscale, and other customers. The Company’s strategy may also encompass the acquisition of land, power capacity, cooling infrastructure, network connectivity, and related assets necessary to support data center operations. The Company may pursue its AI Critical Infrastructure Business through a variety of structures including wholly owned subsidiaries, minority investments, special purpose vehicles, variable interest entities, joint ventures, or other similar arrangements. 1 The Company’s AI Critical Infrastructure Business is at a very early stage of development. While the Company has entered into the non-binding letter of intent described above and is in active discussions regarding additional opportunities, it has not yet acquired any data center sites, entered into any binding agreements for land or facilities, commenced any construction activities, or generated any revenue from this business. The Company’s plans remain preliminary and are subject to change based on market conditions, capital availability, regulatory considerations, management capacity, and other factors. There can be no assurance that the Company will be able to successfully execute this strategy. The Company is actively exploring the potential sale of its cleaning products business and the disposition of its Dogecoin holdings. Effective March 6, 2026, the Company terminated its asset management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC, and all related digital asset agreements, and now manages its remaining Dogecoin holdings internally while it evaluates the timing and manner of their disposition. No binding agreement has been entered into for the sale of the Company’s cleaning products business, although former Chief Executive Officer Clayton