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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): October 28, 2025 (October 22, 2025)
| 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.) |
| 5920S. 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2025, the Board of Directors of CleanCore Solutions, Inc. (the “Company”) adopted an amendment to the Company’s Bylaws (the “Bylaw Amendment”) to reduce the quorum requirement for meetings of stockholders from a majority to one-third of the outstanding shares. As amended by the Bylaw Amendment, the Company’s Bylaws now provide that, at all meetings of the stockholders, the presence in person or by proxy of the holders of one-third of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law or by the Company’s Articles of Incorporation or Bylaws.
The foregoing summary of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment attached as an exhibit hereto, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | Amendment No. 1 to Bylaws of CleanCore Solutions, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 28, 2025 | CLEANCORE SOLUTIONS, INC. |
| /s/ Clayton Adams | |
| Name: Clayton Adams | |
| Title: Chief Executive Officer |
Exhibit 3.1
AMENDMENT NO. 1 TO BYLAWS
OF
CLEANCORE SOLUTIONS INC.
This Amendment No. 1 to Bylaws (this “Amendment”) of CleanCore Solutions, Inc., a Nevada corporation (formerly CC Acquisition Corp.) (the “Corporation”), is effective as of October 22, 2025 (the “Effective Date”).
WHEREAS, Section 9.1 of the Bylaws of the Corporation in effect immediately prior to the Effective Date (the “Current Bylaws”) provides, in relevant part, that the Current Bylaws may be amended or modified by a vote of the Board of Directors of the Corporation (the “Board”); and
WHEREAS, the Board desires to amend the Current Bylaws as set forth in this Amendment.
NOW, THEREFORE, the Current Bylaws are hereby amended as follows, effective as of the Effective Date.
| 1. | Amendment to Bylaws. The first sentence of Section 2.5 of the Current Bylaws (as so amended, the “Bylaws”) is hereby deleted in its entirety and replaced with the following: |
“At all meetings of the stockholders, the presence in person or by proxy of the holders of one-third of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws.”
| 2. | Effect on Bylaws. The terms of this Amendment shall modify and amend the terms of the Current Bylaws to the extent expressly modified and amended herein, but every other term and condition contained in the Current Bylaws is hereby ratified, affirmed, remains in full force and effect and shall remain unchanged unless expressly amended or modified hereby or by another written instrument entered into in accordance with the terms of the Bylaws. |
| 3. | Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any conflict of laws principles that would result in the application of the laws of any jurisdiction other than the State of Nevada. |
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CERTIFICATE OF ADOPTION OF
AMENDMENT NO. 1 TO BYLAWS
OF
CLEANCORE SOLUTIONS INC.
The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of CleanCore Solutions Inc., a Nevada corporation (the “Corporation”), and that the foregoing Amendment No. 1 to Bylaws was adopted as part of the Corporation’s Bylaws as of the date hereof by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of October 22, 2025.
| /s/ David Enholm | |
| David Enholm | |
| Secretary |