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Form 8-K

sec.gov

8-K — CleanCore Solutions, Inc.

Accession: 0001213900-26-082561

Filed: 2026-07-29

Period: 2026-07-23

CIK: 0001956741

SIC: 2842 (SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299459-8k_cleancore.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JULY 29, 2026 (ea029945901ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 23, 2026

CLEANCORE

SOLUTIONS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-42033

88-4042082

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

5920

S. 118th Circle, Omaha, NE

68137

(Address

of principal executive offices)

(Zip

Code)

(877)

860-3030

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

ZONE

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

Growth Company ☒

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

On

July 23, 2026, CleanCore Solutions, Inc., a Nevada corporation (the “Company” or “ZONE”), entered into (i) a

Contribution Agreement (the “Contribution Agreement”), (ii) a Limited Liability Company Agreement (the “LLC

Agreement”), (iii) a Development Services Agreement (the “DSA”), and (iv) a Software License Agreement (the

“License Agreement” and, together with the Contribution Agreement, the LLC Agreement, and the DSA, the

“Transaction Documents”) with a Delaware corporation (“PartnerCo”), Monarch SPV HoldCo LLC, a Delaware

limited liability company (the “JV Company”), and Monarch Data Operations, LLC, a Delaware limited liability company and

wholly owned subsidiary of the JV Company (“OpCo”), to form and capitalize a joint venture for the purpose of financing,

developing, constructing, commissioning, owning, operating, and commercializing an approximately 55 MW data center facility located

in Minnesota (the “Project”), including a baseline 40 MW compute lease deployment under a pre-existing colocation

services agreement between OpCo and Cerebras Systems Inc. (“Cerebras”). The key economic and governance terms are

summarized below.

Colocation Services Agreement. In connection with the Project, OpCo is party to a 10-year Colocation Services Agreement with Cerebras,

pursuant to which OpCo will provide Cerebras with colocation services with respect to the baseline 40 MW of critical IT load, with the

data center campus designed to Tier 3 standards and 100% pre-leased to Cerebras (the “Colocation Services Agreement”). The

initial 10-year term of the Colocation Services Agreement has an estimated contract value of approximately $800,000,000, and Cerebras

holds two additional 10-year renewal options that, if exercised, would bring the aggregate potential contract value under the Colocation

Services Agreement to more than $3,000,000,000. As of the date of this Current Report, approximately 20 MW of the Project’s utility

power capacity is already energized, supporting an initial 15 MW of critical IT load, with the Project’s remaining capacity expected

to come online, and associated revenue expected to commence, in the first quarter of 2027.

Capital

Structure. The Company holds a 79% ownership interest in the JV Company (a “Percentage Interest”) as the majority equity

holder and capital partner, and PartnerCo holds a 21% Percentage Interest as the minority equity holder and development/operating/execution

partner (the “Development Partner”). The Company’s initial contribution is cash. PartnerCo’s initial contribution

consists of the assignment and contribution of Project assets and rights, development services (under the DSA), and the software license

(under the License Agreement), with no obligation to make further capital contributions.

Equity Consideration. The Company will issue $1,000,000 of

ZONE common stock to PartnerCo (or its designated recipients) (the “Upfront Stock”), calculated based on the 10-day trailing

VWAP preceding the date of issuance, with issuance conditioned on satisfaction of certain post-closing conveyance and assignment covenants

under the Contribution Agreement. PartnerCo will receive customary demand and piggyback registration rights with respect to the Upfront

Stock and has agreed not to transfer the Upfront Stock for six months following its issuance.

Development Partner Compensation. Under the DSA, PartnerCo

(as Development Partner) is entitled to: (a) a Milestone Participation of $4,800,000, payable in cash in 20 equal monthly installments

of $240,000; (b) a Capex Management Bonus equal to 20% (if actual capex to achieve the Baseline Delivery Standard is 91% to 96.5% of

a $440,000,000 capex target (the “Capex Target”), which is separate from, and lower than, the Project’s $479,000,000

approved budget) or 30% (if actual capex is below 91% of the Capex Target) of the savings versus the Capex Target upon achieving the

Baseline Delivery Standard (as defined in the DSA); and (c) an Early Delivery Bonus of up to $1,500,000 (the “Early Delivery Bonus”)

(calculated at $37,500 per MW for early-delivered service orders). This compensation is in addition to, and does not duplicate, PartnerCo’s

distributions as holder of a 21% Percentage Interest.

Additional

Capital. The LLC Agreement contemplates that the Company will fund an initial capital commitment of $250,000,000 and an additional capital

commitment of $250,000,000 (aggregate committed capital of up to $500,000,000), called on an as-needed basis per an agreed funding schedule

(the “Funding Schedule”) from July 2026 through February 2027. The initial approved budget for the Project is $479,000,000.

Under the Contribution Agreement, ZONE’s $40,000,000 Initial Capital Contribution is to be deposited in two installments: $25,000,000

on the Closing Date for pre-approved capital expenditures, and up to an additional $15,000,000, based on applicable budgetary needs,

no later than four business days after the Closing Date. The Company’s sole exposure for a funding shortfall is dilution (via several

different mechanisms, as set forth in the LLC Agreement), and no party may seek damages or compel funding from the Company.

Governance.

The JV Company is managed by a five-member board of managers (the “Board”). The Company designates three managers and PartnerCo

designates two, reflecting the Company’s majority ownership (subject to rebalancing if the Company’s interest falls below

51%). Enumerated major decisions specified in the LLC Agreement (including budget and Funding Schedule changes, material contract actions,

incurrence of indebtedness, issuance of equity, asset sales, related-party transactions, and IP licenses or transfers) require PartnerCo’s

written consent notwithstanding the Company’s majority board control. PartnerCo serves as Development Partner for the Project under

the DSA, subject to Board oversight, negative covenants, and termination-for-cause provisions.

1

Distributions.

Available cash of the JV Company (“Available Cash”) is first distributed 93% to the Company and 7% to PartnerCo until the

Company has received cumulative distributions equal to the “ZONE Priority Return” (comprising certain specified transaction-related

payment amounts and credits, less any earned Early Delivery Bonus, each as defined in the LLC Agreement), and thereafter is distributed

to the members pro rata based on their respective Percentage Interests, in each case at times and in amounts as the Board determines,

following completion of the Project. Quarterly tax distributions are made based on each member’s allocable share of estimated taxable

income. Mandatory distributions of Available Cash in excess of $10,000,000 are made quarterly (subject to Board-approved reserves).

Software

License. Under the License Agreement, PartnerCo retains 100% ownership of its proprietary energy optimization software but grants OpCo

an irrevocable, non-exclusive, royalty-free license to use it for the Project, granted as consideration for PartnerCo’s membership

interest and the Upfront Stock (i.e., no separate license fee).

Transfer

Restrictions. Members are subject to transfer restrictions, a right of first offer before any third-party sale, tag-along rights for

PartnerCo if the Company sells to a third party, and drag-along rights for the Company (subject to PartnerCo protections, including an

independent fairness opinion requirement or expiration of a 12-month post-stabilization lock-up period (the “Lock-Up Period”)).

PartnerCo has a post-stabilization transfer right allowing it to transfer its interest after the Lock-Up Period, subject to the Company’s

approval based on objective creditworthiness and continuity criteria.

The

foregoing descriptions of the Colocation Services Agreement, Contribution Agreement, the LLC Agreement, the DSA, and the License

Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. Copies

of the Colocation Services Agreement, Contribution Agreement, the LLC Agreement, the DSA, and the License Agreement will not be

filed as exhibits to this Current Report on Form 8-K, but will instead be filed as exhibits to the Company’s Quarterly Report

on Form 10-Q for the fiscal quarter in which such agreements were entered into, and will be incorporated herein by reference upon

such filing.

Item

8.01 Other Events.

On

July 29, 2026, the Company issued a press release announcing (i) the entry into the Colocation Services Agreement with Cerebras

and (ii) the formation of the joint venture and entry into the Transaction Documents, all as described above. A copy of the press

release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. These statements include, but are not limited to, statements regarding the anticipated benefits, timing, and completion of the

transactions described herein, anticipated capital contributions and commitments, and the expected financial and operational results

of the joint venture. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ

include, among others: the ability of the parties to satisfy closing conditions; the ability to obtain necessary governmental and third-party

approvals; capital contribution and commitment risk; construction, development, and permitting risks; data center market conditions and

tenant demand; utility and interconnection delays; the availability and cost of financing; changes in laws, regulations, or government

policies; and other factors described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no

obligation to update or revise any forward-looking statements, except as required by law.

2

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated July 29, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 29, 2026

CLEANCORE

SOLUTIONS, INC.

/s/

Tyler Hassen

Name:

Tyler Hassen

Title:

Chief Executive Officer

4

EX-99.1 — PRESS RELEASE, DATED JULY 29, 2026

EX-99.1

Filename: ea029945901ex99-1.htm · Sequence: 2

Exhibit 99.1

CleanCore Solutions,

Inc. (NYSE AMERICAN: ZONE) Signs AI Colocation Services Agreement with Cerebras

Systems (NASDAQ: CBRS) for a Data Center Campus in Minnesota

● AI

data center campus designed to Tier 3 standards, which will deliver approximately 55 MW of

utility power capacity and 40 MW of critical IT load

● 10-year

Colocation Services Agreement with an initial contract value of approximately $800 million

and two 10-year renewal options representing more than $3 billion of total potential contract

value

● Company

expects initial revenue in the first quarter of 2027

● Second

announced AI infrastructure campus expands upon ZONE's development pipeline, which is up

to over 500 MW across strategic U.S. markets

OMAHA,

NEB, July 29, 2026 /PRNewswire/ – CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”)

today announced that it has entered into a 10-year Colocation Services Agreement with Cerebras Systems (NASDAQ: CBRS) for its

data center campus in Minnesota. Cerebras is a leading AI compute company that describes itself as building the world’s fastest

AI infrastructure with its team of pioneering researchers. Building on the Company's recently announced West Texas data center campus,

this agreement accelerates ZONE's strategy of developing critical AI infrastructure across the United States.

The AI data center campus, designed to Tier

3 standards, will represent 100% pre-leased occupancy under a long-term agreement with Cerebras, providing revenue visibility from commencement

of operations. The project is expected to generate approximately $800 million of contract value over the initial 10-year term, with the

potential to exceed $3 billion, including renewal terms.

The campus will deliver approximately 55 MW

of utility power capacity and 40 MW of critical IT load upon full buildout. Approximately 20 MW of utility power is already energized

today, which the Company believes reduces certain development risks associated with the project and supports the initial 15 MW of critical

IT load. The remaining capacity is expected to come online by Q1 of 2027.

“This second development marks an important

milestone in advancing our portfolio of critical digital infrastructure to secure compute capacity for Cerebras and other premier AI companies,”

said Tyler Hassen, CEO of ZONE. “Building on our previously announced project in West Texas, this Minnesota campus expands ZONE’s

infrastructure footprint to meet the urgent power needs of customers.”

The facility will be developed in partnership

with an experienced data center development partner, whose integrated data center ecosystem platform combines colocation services, energy

optimization, and infrastructure advisory. This partnership advances the Company’s strategy of working with experienced developers

and industry leaders to accelerate the delivery of next-generation AI infrastructure. Through the partnership, ZONE expects to own nearly

80% of the project, which is expected to start generating revenue in Q1 of 2027.

“In an economy driven by AI, ZONE will

help provide the fuel to drive it further,” said Alex Spiro, Chairman of the Board.

About CleanCore Solutions, Inc.

CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build

the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, ZONE aims to help meet the increasing

demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking

statements include, but are not limited to, statements regarding the anticipated benefits, timing, development, financing, construction,

operation, capacity, expansion and financial performance of the Company’s data center project and any future data center projects;

the Company’s ability to fund capital contributions and commitments; the availability and cost of financing; the Company’s

plans to expand its portfolio of AI infrastructure developments; expectations regarding demand for AI infrastructure and compute capacity;

anticipated future project announcements; the Company’s strategic transition to AI infrastructure; and other statements that are

not historical facts. Forward-looking statements are generally identified by words such as “anticipates,” “believes,”

“expects,” “intends,” “plans,” “may,” “will,” “could,” “should,”

“estimates,” “projects,” “potential,” “focused on,” “aims,” “expand,”

“expected,” “look forward,” and similar expressions.

2

These forward-looking statements are based on management’s current

expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties, and other factors

that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, but are not

limited to: the highly speculative and uncertain nature of the Company’s anticipated AI critical infrastructure business; the Company’s

lack of operating history in the data center or computing infrastructure industry; the Company’s limited experience in the data

center and AI infrastructure industries; the Company’s ability to successfully transition its business model from cleaning services;

the ability of the parties to satisfy closing conditions and implement the transaction documents; the Company’s ability to fund

required capital contributions and commitments on anticipated timelines or at all; the availability, cost and terms of project-level,

corporate or replacement financing; the significant capital requirements associated with data center development and the Company’s

limited current financial resources; construction, development, engineering, procurement, supply chain, utility, interconnection, power

availability, permitting, zoning, land acquisition, site-control, environmental, operational and commissioning risks; the Company’s

ability to develop, bring online and expand data center projects on anticipated timelines, budgets, capacity levels or performance expectations;

tenant, customer, colocation, power, utility and vendor demand, credit and performance risks; risks that expected financial performance,

market comparables, revenues, EBITDA, profitability, returns, preferred returns, carried participation, promote economics or other economic

benefits may not be achieved; risks associated with equity consideration, dilution, valuation, stock price volatility, liquidity, listing

standards and securities-law compliance; the Company’s dependence on HST Technologies, Inc. and other development, technology, operating,

financing and construction partners; risks relating to Cerebras’s performance of its obligations under the Colocation Services Agreement

and the accuracy of Cerebras’s own characterization of its technology and capabilities; risks relating to the Company’s reliance

on its data center development partner, including the partner’s performance, governance or consent rights held by the partner, and

capital funding mechanics under the partnership arrangement; risks related to proprietary technology, platform licensing, cybersecurity,

data security and business continuity; competition from established data center operators, hyperscale cloud providers and other market

participants; changes in demand for AI infrastructure and compute capacity; changes in laws, regulations, utility tariffs, interconnection

rules, government policy or market conditions affecting AI infrastructure, data centers, energy, power procurement or capital markets;

the Company’s ability to consummate a sale or disposition of its cleaning products business on favorable terms or at all; risks

associated with the Company’s transition away from its Dogecoin treasury strategy, including potential volatility in cryptocurrency

markets and risks related to the disposition of digital asset holdings; conditions that raise substantial doubt about the Company’s

ability to continue as a going concern; and general economic, financial, capital market and industry conditions.

For a more complete discussion of risks and uncertainties, please refer

to the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the “Risk Factors”

section of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law. All forward-looking statements are qualified in their entirety by this cautionary statement.

MEDIA CONTACT

Marcy Simon

Marcy@agentofchange.com

+19178333392

SOURCE CleanCore Solutions, Inc.

3

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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