ZONE CleanCore Solutions, Inc.

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Executive Summary

CleanCore Solutions has filed a 424B5 prospectus supplement establishing a new at-the-market equity offering of up to $750 million through Cantor Fitzgerald and Curvature Securities, replacing a prior ATM facility. The company simultaneously terminated its prior ATM with Maxim Group (paying $1 million termination fee), disclosed a strategic pivot into an AI data center business (non-binding LOI for a 'Midwest Project'), and reiterated a going concern warning with a $169 million accumulated deficit and $4.1 million cash. The massive authorized ATM — over 5.5x the company's $134M market cap — represents extreme potential dilution and underscores acute capital needs for an unproven business transformation with no data center revenue or binding agreements.

Actionable Insight

Key Facts

• New ATM facility authorizes sale of up to $750M in common stock, replacing a prior ATM that was terminated with a $1M termination fee paid to Maxim Group LLC.
• On June 5, 2026, the stock closed at $0.602/share, implying up to ~1.25 billion shares could be sold (assuming full utilization at that price), versus 223 million shares currently outstanding — potential dilution of over 5.5x.
• Company had an accumulated deficit of ~$169M, cash of ~$4.1M, and restricted cash of ~$13M as of March 31, 2026; auditor raised substantial doubt about going concern in the June 30, 2025 audit.
• Net loss of ~$155M for the nine months ended March 31, 2026.
• Company announced a non-binding LOI for a data center project in the Midwest but has no binding agreements, no data center revenue, and no operating history in the AI infrastructure business.
• Company holds ~463M Dogecoin (fair value ~$44.3M as of June 2, 2026); has already sold ~200M Dogecoin for ~$18.4M and transferred 70M for ~$6.8M in services.
• Agents' commission is up to 3.0% of gross proceeds; Cantor is the sole designated sales agent.

Financial Impact

Up to $750 million in gross proceeds from the ATM, but at ~$0.602/share this would require issuing ~1.25B shares, diluting existing holders by over 5.5x. Net tangible book value per share would increase from $0.252 to $0.533 only if fully subscribed, but at a per-share dilution of $0.069 to new investors. The company's going concern status is reinforced by a $169M accumulated deficit and only $4.1M cash.

Risk Factors

• Extreme dilution: up to 1.25B additional shares at current price could be sold, massively diluting existing holders.
• Going concern risk: $169M accumulated deficit, $4.1M cash, and $155M net loss in nine months; the ATM is a lifeline but not a solution.
• Business model risk: pivot to AI critical infrastructure has no binding agreements, no revenue, no operational history, and requires massive capital.
• Dogecoin price volatility: $44.3M in DOGE (the company's main liquid asset) could lose value rapidly, and the company has no formal disposition plan.
• Prior ATM renegotiation cost ($1M termination fee) suggests aggressive capital-raising with high frictional costs.
• Warrant overhang: multiple warrant series with low exercise prices ($0.90-$1.33) could add further dilution if exercised.

Market Snapshot

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

US Market Status

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