クリーンコアソリューションズの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2025

☐	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: 001-42033

CleanCore Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada		88-4042082
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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, 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
Common Stock, par value $0.0001 per share		ZONE		NYSE American LLC

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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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 ☐
	Non-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 210,556,229 shares of common stock of the registrant issued and outstanding.

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

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CLEANCORE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and June 30, 2025		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)		3
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024 (Unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7

CLEANCORE SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2025			June 30, 2025
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	5,443,655		$	1,460,997
Restricted cash		1,959,735			-
Accounts receivable, net		438,752			657,683
Inventory, net		1,348,430			1,347,693
Deferred offering costs		-			124,062
Prepaid expenses and other current assets		1,201,838			227,564
Total current assets		10,392,410			3,817,999
Property and equipment, net		44,652			32,548
Right of use assets		325,875			394,415
Digital assets		86,255,611			-
Intangibles, net		1,839,480			1,974,509
Goodwill		2,237,910			2,237,910
Other assets		9,440			9,440
Total assets	$	101,105,378		$	8,466,821

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	740,844		$	1,380,285
Pre-funded warrant liability		6,195,000			-
Lease liability – current		151,931			145,005
Note payable – current		-			690,112
Note payable – related party		-			415,241
Due to related parties		3,195			216,895
Total current liabilities		7,090,970			2,847,538
Lease liability – non-current		195,542			273,099
Note payable – non-current		-			3,880,202
Total liabilities		7,286,512			7,000,839

Commitments and contingencies (Note 17)

Stockholders’ Equity
Class A Common Stock; $0.0001 par value, 50,000,000 shares authorized; 0 and 1,875,795 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively		-			188
Class B Common Stock; $0.0001 par value, 6,942,000,000 shares authorized; 210,439,401 and 9,961,227 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively		21,044			996
Additional paid-in capital		225,543,132			15,490,763
Other comprehensive income		29,965			21,259
Accumulated deficit		(131,775,275	)		(14,047,224	)
Total stockholders’ equity		93,818,866			1,465,982
Total liabilities and stockholders’ equity	$	101,105,378		$	8,466,821

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	$	1,068,851		$	257,269		$	1,973,608		$	622,168
Cost of sales (exclusive of depreciation shown separately below)		341,451			195,258			710,014			374,657
Gross profit		727,400			62,011			1,263,594			247,511

Operating expenses:
General and administrative		21,328,326			911,173			29,934,861			1,827,387
Advertising expense		53,901			74,905			125,430			121,114
Depreciation and amortization expense		63,061			39,928			136,589			79,750
Total operating expenses		21,445,288			1,026,006			30,196,880			2,028,251

Loss from operations		(20,717,888	)		(963,995	)		(28,933,286	)		(1,780,740	)

Other income (expense)
Interest income (expense), net		62,736			(41,035	)		(91,594	)		(80,369	)
Change in fair value of digital assets		(83,703,185	)		-			(88,699,929	)		-
Foreign exchange loss		(2,015	)		-			(3,242	)		-
Total other income (expense)		(83,642,464	)		(41,035	)		(88,794,765	)		(80,369	)

Net loss	$	(104,360,352	)	$	(1,005,030	)	$	(117,728,051	)	$	(1,861,109	)
Foreign currency translation adjustment		11,506			-			8,706			-
Total comprehensive loss	$	(104,348,846	)	$	(1,005,030	)	$	(117,719,345	)	$	(1,861,109	)

Net loss per share, basic and diluted	$	(0.51	)	$	(0.12	)	$	(1.02	)	$	(0.23	)
Weighted average shares used in computing net loss per share, basic and diluted		204,296,670			8,167,426			115,407,478			8,063,609

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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		1,875,795		$	188			9,961,227		$	996		$	15,490,763		$	21,259		$	(14,047,224	)	$	1,465,982
Conversion of class A common stock into common stock		(1,875,795	)		(188	)		1,875,795			188			-			-			-			-
Issuance of common stock in at-the-market offering		-			-			6,533,723			653			21,356,909			-			-			21,357,562
Issuance of common stock upon exercise of warrants		-			-			164,150,220			16,414			152,425,166			-			-			152,441,580
Issuance of common stock upon settlement of debt		-			-			1,871,681			187			4,121,686			-			-			4,121,873
Issuance of common stock under settlement agreement		-			-			375,000			38			1,661,212			-			-			1,661,250
Issuance of common stock for services		-			-			400,000			40			416,864			-			-			416,904
Issuance of common stock upon exercise of options – 2022 Equity Incentive Plan		-			-			90,172			9			(9	)		-			-			-
Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan		-			-			125,452			13			92,282			-			-			92,295
Issuance of restricted stock awards – 2022 Equity Incentive Plan		-			-			1,215,000			122			4,230,654			-			-			4,230,776
Stock based compensation – 2022 Equity Incentive Plan		-			-			-			-			78,205			-			-			78,205
Currency translation adjustment		-			-			-			-			-			(2,800	)		-			(2,800	)
Net loss for the period		-			-			-			-			-			-			(13,367,699	)		(13,367,699	)
Balance at September 30, 2025		-		$	-			186,598,270		$	18,660		$	199,873,732		$	18,459		$	(27,414,923	)	$	172,495,928
Issuance of common stock in at-the-market offering		-			-			2,045,550			205			4,252,841			-			-			4,253,046
Issuance of common stock upon exercise of warrants		-			-			4,999,750			500			4,707,058			-			-			4,707,558
Issuance of common stock for services		-			-			4,000,000			400			(400	)		-			-			-
Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan		-			-			155,452			15			428,735			-			-			428,750
Issuance of restricted stock awards – 2022 Equity Incentive Plan		-			-			13,550,000			1,355			16,081,645			-			-			16,083,000
Stock based compensation – 2022 Equity Incentive Plan		-			-			-			-			199,430			-			-			199,430
Common stock cancelled		-			-			(909,621	)		(91	)		91			-			-			-
Currency translation adjustment		-			-			-			-			-			11,506			-			11,506
Net loss for the period		-			-			-			-			-			-			(104,360,352	)		(104,360,352	)
Balance at December 31, 2025		-			-			210,439,401			21,044			225,543,132			29,965			(131,775,275	)		93,818,866

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		270,000		$	27			7,960,919	$	796	$	11,040,583	$	(7,304,949	)	$	3,736,457
Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan		-			-			9,166		1		21,514		-			21,515
Stock based compensation – 2022 Equity Incentive Plan		-			-			-		-		160,885		-			160,885
Net loss for the period		-			-			-		-		-		(856,082	)		(856,082	)
Balance at September 30, 2024		270,000		$	27			7,970,085	$	797	$	11,222,982	$	(8,161,031	)	$	3,062,775
Conversion of class A common stock into common stock		(270,000	)		(27	)		270,000		27		-		-			-
Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan		-			-			30,498		3		68,164		-			68,167
Stock based compensation – 2022 Equity Incentive Plan		-			-			-		-		81,236		-			81,236
Net loss for the period		-			-			-		-		-		(1,005,030	)		(1,005,030	)
Balance at December 31, 2024		-		$	-			8,270,583	$	827	$	11,372,382	$	(9,166,061	)	$	2,207,148

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CLEANCORE SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended December 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(117,728,051	)	$	(1,861,109	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		137,762			79,750
Change in fair value of digital assets		88,699,929			-
Accretion of note payable discount		20,000			4,609
Non-cash interest expense		168,708			87,140
Stock based compensation		7,841,355			331,802
Non-cash professional fees		14,932,750			-
Non-cash lease expense		(2,090	)		(67	)
Provision for bad debt and write-off on uncollectable accounts		32,466			23,380
Foreign exchange (gain)/loss		3,242			-
Changes in operating assets and liabilities:
Accounts receivable		186,465			4,532
Inventory		(737	)		(46,302	)
Prepaid expenses		(974,274	)		(166,598	)
Deferred revenue		-			(10,395	)
Due to related parties		(213,701	)		(43,034	)
Accounts payable and accrued liabilities		(271,220	)		(66,038	)
Net cash used in operating activities		(7,167,396	)		(1,662,330	)

Cash flows from investing activities
Purchase of property and equipment		(17,074	)		(9,065	)
Purchase of digital assets		(148,605,650	)		-
Net cash used in investing activities		(148,622,724	)		(9,065	)

Cash flows from financing activities
Proceeds from at-the-market offering		25,608,235			-
Proceeds from private placement of pre-funded warrants, net		137,907,255			-
Proceeds from exercise of warrants		370,288			-
Proceeds from issuance of loans from related parties		-			232,193
Proceeds from subscription advance		-			300,000
Payments of deferred offering costs		(1,078,967	)		-
Repayments of notes payable		(660,000	)		(316,920	)
Repayments of loans due to related parties		(425,241	)		-
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 and cash equivalents at beginning of period		1,460,997			2,016,611
Cash and cash equivalents at the end of period	$	7,403,390		$	560,489

Supplementary cash flow disclosure
Cash paid for interest	$	80,448		$	29,379

Supplementary schedule of non-cash investing and financing activities
Debt to equity conversion	$	3,920,314		$	-
Digital assets received in connection with pre-funded warrants	$	31,057,448		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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 $7,403,390 and for the six months ended December 31, 2025, had a net loss of $117,728,051 and cash used in operating activities of $7,167,396. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date the financial statements are issued. If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.

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 $1,150,000,000 of shares of common stock. During the six months ended December 31, 2025, the Company 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.

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.

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 $215,527 and $37,420, respectively.

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.

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 $1,078,967 deferred costs were charged against the gross proceeds of the offering for the six months ended December 31, 2025. These offering costs included fees paid to underwriters, attorneys, accountants as well as printers and other third parties directly related to the offering. Costs such as management salaries or other general administrative expenses that are not incremental to the offering are not included in the deferred costs.

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 27,225,926 and 1,729,477, respectively, of potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive. Because the Company has reported a net loss for the three and six months ended December 31, 2025 and 2024, diluted net loss per common share is the same as basic net loss per common share for such periods.

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.

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	$	986,599	$	215,154	$	1,824,634	$	556,516
Other		82,252		42,115		148,974		65,652
Total revenue	$	1,068,851	$	257,269	$	1,973,608	$	622,168

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	$	864,936	$	257,269	$	1,585,576	$	622,168
International		203,915		-		388,032		-
Total revenue	$	1,068,851	$	257,269	$	1,973,608	$	622,168

4. Cash and Cash Equivalents

Cash and cash equivalents consists of the following at:

	December 31, 2025		June 30, 2025
Checking and savings	$	304,370	$	109,472
Money market		5,139,285		-
Restricted cash		1,959,735		1,351,525
Total cash and cash equivalents	$	7,403,390	$	1,460,997

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.

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	$	425,000
Promissory note		800,000
Warrant		181,475
Direct acquisition-related costs		156,792
Total	$	1,563,267

The promissory note is a 10% subordinated note with a principal amount of $800,000 bearing interest at ten percent (10%) per annum, payable quarterly, and was due and payable on April 15, 2027. The promissory note was issued at market and therefore, the carrying amount represents fair value. On August 26, 2025, all remaining principal and interest due under this note in the amount of $819,766 was converted into 415,584 shares of common stock.

The warrant is for the purchase up to 425,000 shares of common stock at an exercise price of $1.25 per share. The Company obtained an external valuation of the warrant noting a fair value of $181,475.

In addition, the transaction includes contingent consideration in the form of an earnout of up to $1,250,000 to the extent that Net Sales (as defined in the asset purchase agreement) achieve certain milestones during the five-year period beginning on the closing date. The Company determined that reaching such milestones was not probable as of the acquisition date and therefore, the contingent consideration was not included in the total cost of the assets acquired. If the Company determines that earnout payments will be made, the additional cost will be allocated to the non-financial assets in the period the payments are determined to be probable.

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	$	272,658
Inventory		348,222
EOTA license		339,877
Trade name		324,428
Distribution agreements		278,082
Total	$	1,563,267

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 five years.

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 five years.

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 five years.

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.

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	$	593,581		$	779,692
Allowance for doubtful accounts		(154,829	)		(122,009	)
Total accounts receivable, net	$	438,752		$	657,683

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	$	122,938	$	27,510
Prepaid insurance		849,870		46,141
Prepaid certification and fees		97,334		101,141
Prepaid other		131,696		52,772
Total prepaid expenses and other current assets	$	1,201,838	$	227,564

8. Inventory

Inventory consists of the following at:

	December 31, 2025			June 30, 2025
Parts	$	878,573		$	755,217
Finished goods		685,384			629,896
Inventory reserve		(215,527	)		(37,420	)
Total inventory, net	$	1,348,430		$	1,347,693

The Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $215,527 as of December 31, 2025 from $37,420 as of June 30, 2025.

Digital Assets

The Company’s digital asset holdings are comprised of the following at:

	December 31, 2025		June 30, 2025
Number of Dogecoin held		733,060,893		-
Digital assets carrying fair value	$	86,255,611	$	-
Digital assets cost basis	$	174,955,530	$	-
Unrealized loss on digital assets	$	88,699,929	$	-

The fair value per share used to compute the digital assets carrying fair value as of December 31, 2025 was $0.117665.

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	$	600,000		$	600,000
Distribution agreements		586,831			586,831
Trademarks		904,428			904,428
License		339,576			339,576
Total		2,430,835			2,430,835
Less: accumulated amortization		(591,355	)		(456,326	)
Total intangible assets, net	$	1,839,480		$	1,974,509

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 $58,239 and $38,499 for the three months ended December 31, 2025 and 2024, respectively, and $132,791 and $76,998 for the six months ended December 31, 2025 and 2024, respectively.

11. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following at:

	December 31, 2025		June 30, 2025
Accounts payable	$	250,929	$	909,294
Accrued interest		13,550		44,459
Accrued payroll and related expenses		187,919		111,437
Warranty reserve		30,414		69,734
Accrued legal		25,000		70,425
Executive compensation		-		-
Digital asset management fees		143,467		-
Consulting fees		83,333		-
Contract termination		-		100,000
Other accrued expenses		6,232		74,936
Total accounts payable and other accrued expenses	$	740,844	$	1,380,285

12. Debt

Promissory Notes

On October 17, 2022, the Company issued a promissory note in the principal amount of $3,000,000 to Burlington Capital, LLC (“Burlington”), which bore interest at 7% per annum and was to mature on October 17, 2023. On September 13, 2023, the parties signed an extension agreement, pursuant to which the interest rate was increased to 10% per annum and the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17, 2023. On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024. On April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024.

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 $633,840 of the note to WW. The Burlington Assignment Agreement also provided that the Company make a payment of $900,000 on May 31, 2024 to Burlington to reduce the principal amount of the note by $480,667 and pay the outstanding accrued interest of $419,333 in full. Also on May 31, 2024, the Company issued an amended and restated promissory note to Burlington (the “Burlington Note”). The Burlington Note had a new principal amount of $2,366,160, accrued interest at 8.5% per annum from October 17, 2022 (the date of the original note), and required quarterly payments in the amount of $100,000 over the course of the next two and a half years, with a final payment of $1,396,881 due on April 1, 2027. Although the Company did not timely make certain payments as required under the Burlington Note, Burlington has agreed to waive any default caused by such lack of payment and has not accelerated payment under the Burlington Note. On June 30, 2025, the Company and Burlington entered into conversion agreements pursuant to which the quarterly payments of $100,000 that were due on each of January 1, 2025, April 1, 2025 and July 1, 2025 were converted into an aggregate of 133,500 shares of common stock. On August 27, 2025, the Company and Burlington entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under the Burlington Note in the amount of $1,785,342 was converted into 1,000,000 shares of common stock.

Pursuant to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $633,840 (the “WW Note”). The WW Note accrued interest at 8.5% per annum from October 17, 2022 (the date of the original note), which shall increase to 10% upon an event of default, and was due on December 31, 2024.

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 $316,920 to Gary Hollst and a promissory note in the principal amount of $316,920 and accrued interest of $15,714 to Gary Rohwer (the “Rohwer Note”). The Rohwer Note was due and payable on December 31, 2024. On December 30, 2024, the Company repaid the Rohwer Note in full. Please see Note 13 for a description of the promissory note issued to Gary Hollst.

On April 15, 2025, CleanCore Global issued a 10% subordinated promissory note in the principal amount of $800,000 to Sanzonate. The note bore interest at a rate of 10% per annum, payable quarterly, and was due and payable on April 15, 2027. On August 26, 2025, the Company and Sanzonate entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note in the amount of $819,766 was converted into 415,584 shares of common stock.

On April 16, 2025, the Company entered into subscription agreements with several accredited investors for the purchase of (i) 12% unsecured promissory notes in the aggregate principal amount of $1,010,000 and (ii) five-year warrants to purchase an aggregate of 134,666 shares of common stock at an exercise price of $1.06 per share for an aggregate purchase price of $1,010,000. The notes bore interest at a rate of 12% per annum, payable quarterly, and were due and payable on April 16, 2027. On August 26, 2025, the Company and the holder of a 12% unsecured promissory note in the principal amount of $350,000 entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note in the amount of $405,417 was converted into 85,366 shares of common stock. On September 5, 2025, the outstanding principal balance of the remaining notes of $660,000 and accrued interest balance of $14,300 was paid in full.

On June 6, 2025, the Company entered into a subscription agreement with an accredited investor for the purchase of (i) a 12% unsecured promissory note in the principal amount of $500,000 and (ii) a five-year warrant to purchase 66,667 shares of common stock at an exercise price of $1.06 per share for a purchase price of $500,000. The note bore interest at a rate of 12% per annum, payable quarterly, and was due and payable on June 6, 2027. On August 26, 2025, the Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note in the amount of $579,167 was converted into 243,902 shares of common stock.

On June 30, 2025, the Company issued to an accredited investor (i) an original issue discount promissory note in the principal amount of $520,000 and (ii) a five-year warrant to purchase 25,000 shares of common stock at an exercise price of $2.00 per share for a purchase price of $500,000. This note was due and payable on October 10, 2025 and accrued interest at a rate of 15% per annum. On August 26, 2025, the Company and the holder entered into a conversion agreement pursuant to which all remaining principal and accrued interest due under this note in the total amount of $532,181 was converted into 126,829 shares of common stock.

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 $3,195 and $41,895, respectively, for operational expenses paid by a credit card in his name. The Company has a verbal agreement with Mr. Adams to pay the credit card charges directly to the issuing financial institution as they become due and is current on these payments.

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 $6,000 commencing on October 17, 2022. The Company also agreed to reimburse Birddog for all pre-approved business expenses. The term of the consulting agreement was for one (1) year. On April 1, 2024, the Company entered into a new consulting agreement with Birddog which provides for a monthly fee of $22,000. In addition, the Company agreed to pay Birddog $175,000 upon completion of the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance. The Company did not make such payment or issue such shares upon completion of the initial public offering. On June 11, 2025, the Company and Birddog entered into an amendment to the consulting agreement, pursuant to which the Company agreed to pay Birddog a monthly fee of $22,000 and deferred expenses of up to $25,000. The Company also agreed to issue to Clayton Adams 500,000 restricted stock units, vesting immediately, and agreed to pay Birddog $175,000 no earlier than August 1, 2025 and no later than December 31, 2025. The Company paid the $175,000 in full in August 2025. On September 5, 2025, the Company entered into an Executive Employment Agreement with Clayton Adams, which immediately nullified the consulting agreement, which was set to expire on October 23, 2025.

On July 27, 2023, the Company agreed to purchase approximately $105,000 worth of inventory from Nebraska C. Ozone, LLC, a related party business owned by Lisa Roskens, a significant stockholder at such time and the principal officer of Burlington, due to an open purchase order that the Company’s predecessor had with an inventory vendor that was not included in the liabilities assumed from the predecessor per the terms of the acquisition purchase agreement. The inventory is to be purchased as needed, consistent with other inventory purchases. However, if the entire $105,000 amount is not purchased by March 31, 2024, the balance at that date begins accruing interest at a rate of seven percent (7%) per annum until it is paid in full. As of December 31, 2025, the Company has purchased $12,578 of the inventory, with an outstanding payable balance of $105,000, and has an accrued interest balance of $13,550.

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 $500,000. Pursuant to the loan agreement and note, Mr. Adams agreed to provide advances to the Company upon request during the period commencing on April 25, 2024 and continuing until the second anniversary of such date, or the maturity date. This note accrues simple interest on the outstanding principal amount at the rate of 8% per annum, with all principal and interest due on the maturity date; provided that upon an event of default (as defined in the note), such rate shall increase to 13%. The Company may prepay the note at any time without penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of December 31, 2025, no advances have been made, and the principal amount of this note is $0.

On December 24, 2024, the Company issued a promissory note in the principal amount of $316,920 to Gary Hollst, the Company’s Chief Revenue Officer. The note was originally due and payable on May 31, 2025 and did not accrue interest. On May 2, 2025, the note was amended and restated in its entirety and the Company issued to Mr. Hollst an amended and restated promissory note in the principal amount of $342,154.57. The amended and restated promissory note was due and payable on May 31, 2026 and accrued interest at a rate of 8.5% per annum. The amended and restated promissory note could be converted at the holder’s option at any time into shares of common stock at a conversion price of $1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications and similar transactions). On June 2, 2025, all principal and interest due under the amended and restated promissory note in the amount of $344,625 was converted into 307,701 shares of common stock, which shares were subsequently surrendered by Mr. Hollst and cancelled.

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

On December 24, 2024, the Company issued a 20% original issue discount promissory note in the principal amount of $415,241 to Clayton Adams. On January 27, 2025, Mr. Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to which Mr. Adams sold and assigned $125,000 of the note to Mr. Buchanan for a purchase price of $100,000. Following such assignment, the Company issued a 20% original issue discount promissory note in the principal amount of $290,241.25 to Mr. Adams. This note accrued interest at a rate of 8% per annum and was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Adams. On September 5, 2025, the outstanding principal balance and accrued interest due in the amount of $304,295 was paid in full.

Following the assignment described above, the Company issued a 20% original issue discount promissory note in the principal amount of $125,000 to Mr. Buchanan. This note accrued interest at a rate of 8% per annum and was originally due and payable on June 30, 2025. On May 2, 2025, the parties entered into an amendment pursuant to which the maturity date was changed to require repayment with sixty (60) days of written demand from Mr. Buchanan. On September 5, 2025, the outstanding principal balance of this note and accrued interest due in the amount of $131,053 was paid in full.

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 12% unsecured promissory note in the principal amount of $10,000 and (ii) a five-year warrant to purchase 1,333 shares of common stock at an exercise price of $1.06 per share. On September 5, 2025, the outstanding principal balance of this note and accrued interest due in the amount of $10,217 was paid in full.

In connection with the acquisition of the assets of Sanzonate, on April 15, 2025, CleanCore Global issued a 7% unsecured promissory note in the principal amount of $475,000 to CleanCore US. The note bears interest at a rate of 7% per annum commencing on April 15, 2027 with all principal and interest due and payable on April 15, 2030. The note may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type. As of December 31, 2025, the outstanding principal balance of this note is $475,000 and it has an accrued interest balance of $17,572. This loan and related interest is eliminated in consolidation.

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 $500,000 in unrestricted cash and cash equivalents at the time of such spin-off or acquisition, and if the unrestricted cash and cash equivalents of the Legacy Business are less than such amount, the Option Price shall be reduced, dollar for dollar, by the amount of such shortfall. In accordance with ASC 718 (Share-based Compensation) and ASC 815 (Derivatives and Hedging), as the contingent arrangement has no economic value at grant or exercise, no accounting treatment is required by the Company as of December 31, 2025.

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 6,942,000,000 shares. Accordingly, as of December 31, 2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock. Accordingly, all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common stock.

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 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities, LLC.

On August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $416,904.

On August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

On September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $250,000.

On September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock.

On September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued on September 5, 2025 (see Warrants below).

On October 13, 2025, the Company issued 4,999,750 shares of common stock upon the cashless exercise of a pre-funded warrant issued on September 5, 2025.

On November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider.

During the six months ended December 31, 2025, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of other warrants.

During the six months ended December 31, 2025, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants for proceeds of $370,288.

During the six months ended December 31, 2025, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt in the amount of $4,089,692 (see also Notes 12 and 13).

During the six months ended December 31, 2025, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted stock awards under the 2022 Plan, as described in more detail below.

During the six months ended December 31, 2025, the Company issued an aggregate of 280,904 shares of common stock upon the vesting of restricted stock unit awards granted under the 2022 Plan.

During the six months ended December 31, 2025, the Company 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 December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation.

As of December 31, 2025, there were 210,439,401 shares of common stock issued and outstanding.

For the Six Months Ended December 31, 2024

On October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock.

During the six months ended December 31, 2024, the Company issued an aggregate of 39,664 shares of common stock upon the vesting of a restricted stock unit awards granted under the 2022 Plan.

CLEANCORE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

Stock Options

No 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 90,172 shares of common stock, resulting in the forfeiture of 29,828 options. In addition, an aggregate of 238,125 options were forfeited following termination of service.

Warrants

On September 5, 2025, the Company 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, the Company received net proceeds of approximately $164,257,145. The pre-funded warrants have a nominal exercise price of $0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise provision, and may be exercised at any time until all of the pre-funded warrants are exercised in full. On September 23, 2025, 163,805,420 of the pre-funded warrants were exercised for 163,805,420 shares of common stock. On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting in the forfeiture of 250 pre-funded warrants. As of December 31, 2025, the Company has a remaining current liability of $6,195,000 for the unexercised pre-funded warrants.

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 3,150,008 shares of common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of common stock to Curvature Securities LLC and its affiliates. These warrants have an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

On September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of common stock at an exercise price of $1.00 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions) and (ii) a five-year warrant to purchase 5,250,013 shares of common stock at an exercise price of $1.33 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions). These warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants or the prospectus contained therein is not available for the resale of such shares by the holder.

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 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon such exercise, which such percentage may be increased or decreased, but not in excess of 9.99%, by the holder upon at least sixty-one (61) days’ prior notice to the Company.

During the six months ended December 31, 2025, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $370,288. In addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

Restricted Stock Awards

On July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full on the date of grant.

On July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 250,000 shares of common stock, with half of the shares vesting on the date of grant and the remaining shares vesting quarterly for 5 quarters. On December 31, 2025, the Company entered into a share surrender agreement with the holder, pursuant to which this restricted stock award agreement was terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation.

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 100,000 shares of common stock, which vest based on certain revenue targets.

On August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in full on the date of grant.

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025.

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in full on the date of grant.

On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in full on the date of grant.

On September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of common stock, which vested in full on the date of grant. On December 31, 2025, the Company entered into a share surrender agreement with the holder, pursuant to which this restricted stock award agreement was terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation.

On October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest quarterly commencing on January 1, 2026.

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

On October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in full on the date of grant.

On November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested in full on the date of grant.

Stock-based Compensation

Total stock compensation expense was $6,673,580 and $149,403 for the three months ended December 31, 2025 and 2024, respectively, and was $7,841,355 and $331,802 for the six months ended December 31, 2025 and 2024, respectively. In addition, $45,640,112 of warrants issued to consultants was recorded as an offset to equity as of December 31, 2025. As of December 31, 2025, total unrecognized stock compensation expense was $1,829,777 with the weighted average period over which it is expected to be recognized of 0.86 years.

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	$	(104,360,352	)	$	(1,005,030	)	$	(117,728,051	)	$	(1,861,109	)
Denominator
Weighted average number of shares used in computation		204,296,670			8,167,426			115,407,478			8,063,609
Basic and diluted net loss per share	$	(0.51	)	$	(0.12	)	$	(1.02	)	$	(0.23	)

16. Segment Information

Due to the establishment of the official Dogecoin treasury strategy on September 5, 2025 as part of the $175 million private placement offering (see Note 1), the Company now has 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 the Company’s digital asset treasury strategy focused on Dogecoin and includes the Company’s Treasury Assets. The Treasury Segment also includes dedicated resources assigned to execute on the digital asset strategy, unrealized gain or loss on digital assets, and other third-party costs associated with the Company’s digital assets holdings, and income tax effects generated from the Company’s Dogecoin holdings to better align with their activities and utilization.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who manages the 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 the 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.

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	$	1,068,851		$	-		$	1,068,851		$	1,973,608		$	-		$	1,973,608
Gross Profit		727,400			-			727,400			1,263,594			-			1,263,594
Loss from Operations		(17,299,203	)		(3,418,685	)		(20,717,888	)		(20,613,467	)		(8,319,819	)		(28,933,286	)
Net Loss		(17,238,482	)		(87,121,870	)		(104,360,352	)		(20,708303	)		(97,019,748	)		(117,728,051	)
Total Assets	$	12,890,030		$	88,215,347		$	101,105,377		$	12,890,030		$	88,215,347		$	101,105,377

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.

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 $40,416 and $40,416 for the three months ended December 31, 2025 and 2024, respectively, and $80,832 and $80,832 for the six months ended December 31, 2025 and 2024, respectively.

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	$	80,832		$	80,832
Remaining lease term		2.2 years			3.2 years
Discount rate		6.56	%		6.56	%

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)	$	84,304
2027		171,407
2028		116,160
2029		-
2030		-
Total undiscounted cash flows		371,871
Less amount representing interest		(24,398	)
Present value of lease liabilities		347,473
Less current portion		(151,931	)
Noncurrent lease liabilities	$	195,542

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) 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.

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 $83,333.

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 $67,937,151, representing an unrealized loss of $18,318,460 since December 31, 2025.

Stock Issuances

On January 1, 2026, the Company issued an aggregate of 36,828 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

On January 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

On February 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan.

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;

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our expectations regarding demand for, and market acceptance of, our products and services;

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our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with;

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fluctuations in general economic and business conditions in the market in which we operate; and

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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.

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:

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our ability to acquire new customers or retain existing customers;

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our ability to stay ahead of our value-proposition to end consumers;

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our ability to continue innovating our technology to meet consumer demand;

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industry demand and competition; and

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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

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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.

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:

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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);

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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.

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.

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.

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

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.

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.

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.

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 adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2025.

ITEM 6. EXHIBITS.

Exhibit No.		Description of Exhibit
3.1		Amended and Restated Articles of Incorporation of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on November 7, 2025)
3.2		Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023)
3.3		Amendment No. 1 to Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2025)
4.1		Form of Pre-Funded Warrant issued on September 5, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on September 5, 2025)
4.2		Placement Agent Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Maxim Group LLC on September 5, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on September 5, 2025)
4.3		Placement Agent Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Curvature Securities, LLC on September 5, 2025 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on September 5, 2025)
4.4		Strategic Advisor Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Dogecoin Ventures, Inc. on September 5, 2025 (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on September 5, 2025)
4.5		Strategic Advisor Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Dogecoin Ventures, Inc. on September 5, 2025 (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed on September 5, 2025)
4.6		Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2025)
4.7		Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on June 9, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 11, 2025)
4.8		Form of Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. on April 16, 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 21, 2025)
4.9		Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Sanzonate Global Inc. on April 15, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 21, 2025)
4.10		Common Stock Purchase Warrant issued by CleanCore Solutions, Inc. to Boustead Securities, LLC on April 30, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 1, 2024)
10.1*		Strategic Advisor Agreement, dated November 17, 2025, between CleanCore Solutions, Inc. and Dogecoin Ventures LLC
10.2		Amendment No. 3 to CleanCore Solutions, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 filed on November 19, 2025)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		Inline XBRL Document Set for the unaudited condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set

*	Filed herewith

**	Furnished herewith

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)

EX-10.1 2 ea027619501ex10-1_cleancore.htm STRATEGIC ADVISOR AGREEMENT, DATED NOVEMBER 17, 2025, BETWEEN CLEANCORE SOLUTIONS, INC. AND DOGECOIN VENTURES LLC

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:

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.

(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.

(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.

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”).

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.

(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.

(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.

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 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]

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

EXHIBIT A

Scope of Work

Partnership Development and Implementation

Identify, structure, and implement strategic partnerships with leading financial, technology, and distribution platforms, including but not limited to 21Shares, Robinhood, and Maxim Group.

Support negotiation, documentation, and integration of such partnerships to maximize commercial and strategic value for Company.

Financing Strategy

Advise on, design, and assist in the implementation of financing strategies intended to enhance Company’s managed Net Asset Value (mNAV).

Provide input on transaction structuring, investor engagement, and capital allocation initiatives.

Additional Strategic Support

Provide such other strategic advisory services as may be reasonably requested by Company’s Founder or Board of Directors from time to time.

EX-31.1 3 ea027619501ex31-1_cleancore.htm CERTIFICATION

Exhibit 31.1

CERTIFICATIONS

I, Clayton Adams, certify that:

I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, Inc.;

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;

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;

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:

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

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

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):

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

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)

EX-31.2 4 ea027619501ex31-2_cleancore.htm CERTIFICATION

Exhibit 31.2

CERTIFICATIONS

I, David Enholm, certify that:

I have reviewed this quarterly report on Form 10-Q of CleanCore Solutions, Inc.;

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;

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

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)

EX-32.1 5 ea027619501ex32-1_cleancore.htm CERTIFICATION

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:

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

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.

EX-32.2 6 ea027619501ex32-2_cleancore.htm CERTIFICATION

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:

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)