[D] CleanCore Solutions, Inc. SEC Filing

Rhea-AI Filing Summary

CleanCore Solutions, Inc. (ZONE) filed a Form D reporting a Regulation D, Rule 506(b) exempt offering tied to equity and related warrants issued in 2025. The company, incorporated in Nevada in 2022, raised $175,000,420 in total offering proceeds and reports $0 remaining to be sold, with 87 total investors participating. Placement agents Maxim Group LLC and Curvature Securities LLC were engaged and received estimated cash commissions of $10,500,025 (approximately 6% of gross proceeds), plus warrants to purchase 5,250,013 Class B shares (3% of securities sold) and expense reimbursements. The notice lists equity, options/warrants, and the resulting security upon exercise as offered instruments. The filing states the minimum outside investment accepted was $0 and that the offering is not related to a business combination.

Positive

• $175,000,420 total offering fully sold, indicating successful capital raise
• No proceeds paid to officers, directors or promoters per the filing ($0 reported)
• Placement agents disclosed (Maxim Group LLC and Curvature Securities LLC) and commission structure described

Negative

• Placement-agent cash commissions estimated at $10,500,025 (~6% of proceeds), which is a material transaction cost
• Agent warrants issued equal to 5,250,013 shares (3% of securities sold), creating potential dilution
• Filing lacks detailed use-of-proceeds allocation in this Form D notice

Insights

Securities Analyst

TL;DR: Company completed a substantial Rule 506(b) equity raise of $175.0M with placement-agent fees and issued warrants to agents.

From an investor-standpoint the Form D documents a sizeable private equity raise under Rule 506(b) totaling $175,000,420 with full proceeds reported as sold and no remaining offering amount. Placement agents received estimated cash fees of $10,500,025 and warrants equal to 3% of securities sold, which is a material expense relative to typical placement-agent economics and dilutive to existing holders. The filing confirms 87 investors participated and the offering accepted no minimum investment, consistent with a broadly distributed private placement. There is no indication in the filing of proceeds paid to officers, directors or promoters.

Corporate Finance Expert

TL;DR: Significant capital was raised; structure includes agent warrants and customary reimbursement, with typical Regulation D disclosures.

The capital raise size of $175.0M is material for a recently formed issuer (incorporated 2022). Use of Rule 506(b) limits general solicitation but permits accredited investor sales; the filing shows national solicitation via retained placement agents across all states. Sales commissions estimated at $10.5M plus 5,250,013 agent warrants represent meaningful transaction costs and potential future dilution if exercised. The report indicates no payments to named insiders from gross proceeds. The filing provides basic offering economics but does not disclose detailed use-of-proceeds allocations in this notice.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001956741

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CleanCore Solutions, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CleanCore Solutions, Inc.
Street Address 1		Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
OMAHA	NEBRASKA	68137	877-860-3030

3. Related Persons

Last Name	First Name	Middle Name
Enholm	David
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Adams	Clayton
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hollst	Gary
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Margiotta	Marco
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Spiro	Alexander	Benjamin
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Buchanon	Travis
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Frei	Peter
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stebbing	Tim
Street Address 1	Street Address 2
5920 South 118th Circle, Suite 2
City	State/Province/Country	ZIP/PostalCode
Omaha	NEBRASKA	68137

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-05				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Maxim Group LLC	120708
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
300 Park Avenue, 16th Fl.
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Curvature Securities LLC	169708
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
39 Main St.
City	State/Province/Country	ZIP/Postal Code
Chatham	NEW JERSEY	07928
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$175,000,420	USD	or Indefinite
Total Amount Sold	$175,000,420	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

87

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$10,500,025	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Placement agents received a cash fee equal to 6% of the gross proceeds of the offering, warrants for the purchase of 5,250,013 shares of class B common stock (equal to 3% of the securities sold) and reimbursement of certain out-of-pocket expenses.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CleanCore Solutions, Inc.	David Enholm	David Enholm	CFO	2025-09-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did CleanCore Solutions, Inc. (ZONE) raise in this Form D offering?

The filing reports total offering proceeds of $175,000,420, with $0 remaining to be sold.

Which exemption did CleanCore rely on for the offering?

The issuer claimed a Regulation D, Rule 506(b) exemption.

Were placement agents used and what compensation did they receive?

Yes; Maxim Group LLC and Curvature Securities LLC acted as placement agents and received estimated cash commissions of $10,500,025, warrants to purchase 5,250,013 Class B shares, and expense reimbursements.

How many investors participated in the offering?

The Form D reports a total of 87 investors.

Was the offering tied to a merger or business combination?

No; the filing states the offering is not in connection with a business combination transaction.