What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-13 compared with 2025-05-14 · 803 added, 698 removed, 181 unchanged (89% of the section changed)

FINANCIAL STATEMENTS.

CLEANCORE SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and June 30, 2024

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2025 and 2024 (Unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2025 and 2024 (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025

Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024 (Unaudited)

to Condensed Consolidated Financial Statements (Unaudited)

SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

2 unchanged sentences

Inventory, net

Deferred offering costs

Prepaid expenses and other current assets

2 unchanged sentences

Right of use assets

Digital assets

Intangibles, net

$ 185,730,454

Liabilities and Stockholders’ Equity

2 unchanged sentences

Deferred revenue

Pre-funded warrant liability

Lease liability – current

Subscription advance

Note payable – current

9 unchanged sentences

$ 0.0001 par value, 50,000,000 shares authorized;

0 and 270,000 shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively

0 and 1,875,795 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively

Class B Common Stock;

$ 0.0001 par value, 2,000,000,000 shares authorized;

8,378,081 and 7,960,919 shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively

186,598,270 and 9,961,227 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively

Additional paid-in capital

Other comprehensive income

Accumulated deficit

( 27,414,923 )

( 14,047,224 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of

these condensed consolidated unaudited financial statements.

$ 185,730,454

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

SOLUTIONS, INC.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Cost of sales (exclusive of depreciation shown separately below)

Operating expenses:

General and administrative

General and administrative expense

Advertising expense

Depreciation and amortization expense

Total operating expenses

Loss from operations

( 8,236,841 )

( 1,069,658 )

Other income (expense)

Interest expense, net

Change in fair value of digital assets

( 4,997,173 )

Foreign exchange loss

Total other income (expense)

( 5,130,858 )

1 unchanged sentence

$ ( 856,082 )

Foreign currency translation adjustment

Total comprehensive loss

$ ( 13,370,499 )

Net loss per share of Class A and Class B stock, basic and diluted

Weighted average shares used in computing net loss per Class A share, basic and diluted

Weighted average shares used in computing net loss per Class B share, basic and diluted

The accompanying notes are an integral part of

these condensed consolidated unaudited financial statements.

Weighted average shares used in computing net loss per Class A share, basic and

Weighted average shares used in computing net loss per Class B share, basic and

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

CLEANCORE SOLUTIONS, INC.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended March 31, 2025

Additional Paid in

Accumulated Other

Comprehensive

Total Stockholders’

1 unchanged sentence

$ ( 14,047,224 )

Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Net loss for the period

Balance at September 30, 2024

$ ( 8,161,031 )

Conversion of class A common stock into class B common

Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

( 1,875,795 )

Issuance of class B common stock in at-the-market offering

Issuance of class B common stock upon exercise of warrants

Issuance of class B common stock upon settlement of debt

Issuance of class B common stock under settlement agreement

Issuance of class B common stock for services

Issuance of class B common stock upon exercise of options

– 2022 Equity Incentive Plan

Issuance of class B common stock upon vesting of restricted

stock units – 2022 Equity Incentive Plan

Issuance of restricted stock awards – 2022 Equity

Incentive Plan

Stock based compensation – 2022 Equity Incentive

Currency translation adjustment

Net loss for the period

1 unchanged sentence

( 13,367,699 )

Balance at December 31, 2024

Balance at September 30, 2025

$ 199,873,732

Issuance of class B common stock under separation agreement

Issuance of class B common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive Plan

Modification of related party debt

Net loss for the period

Balance at March 31, 2025

$ ( 27,414,923 )

For the Three and Nine Months Ended March 31, 2024

Preferred Stock

$ 172,495,928

For the Three Months Ended September

Additional Paid in

2 unchanged sentences

$ ( 7,304,949 )

Conversion of class A common stock into class B common stock

( 1,310,000 )

Conversion of series seed preferred stock into class A common stock

( 1,000,000 )

Stock based compensation – 2022 Equity incentive plan

Issuance of class B common stock upon vesting of restricted

stock units – 2022 Equity Incentive Plan

Stock based compensation – 2022 Equity Incentive

Net loss for the period

1 unchanged sentence

$ ( 8,161,031 )

Stock based compensation – 2022 Equity incentive plan

Net loss for the period

Balance at December 31, 2023

( 5,805,300 )

Conversion of class A common stock into class B common stock

( 2,200,000 )

Conversion of series seed preferred stock into class A common stock

( 2,000,000 )

Stock based compensation – 2022 Equity Incentive Plan

Net loss for the period

Balance at March 31, 2024

$ ( 6,325,970 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

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

SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended March 31,

Three Months Ended

September 30,

Cash flows from operating activities

3 unchanged sentences

Depreciation and amortization

Change in fair value of digital assets

Accretion of note payable discount

1 unchanged sentence

Stock based compensation

Non-cash professional fees

Non cash lease expense

Provision for bad debt and write-off of on uncollectable accounts

Provision for bad debt and write-off on uncollectable accounts

Foreign exchange (gain)/loss

Changes in operating assets and liabilities:

1 unchanged sentence

Prepaid expenses

( 2,399,204 )

Deferred revenue

5 unchanged sentences

Purchase of property and equipment

Purchase of digital assets

( 142,500,000 )

Net cash used in investing activities

Financing activities

Payments for deferred offering costs

Proceeds from issuance of convertible debt notes

Proceeds from related party loans

Proceeds from subscription advance

Payments of notes payable

Net provided by financing activities

Net decrease in cash

( 142,511,738 )

Financing activities

Proceeds from at-the-market offering

Proceeds from private placement of pre-funded warrants, net

Proceeds from exercise of warrants

Payments of deferred offering costs

Repayments of notes payable

Repayments of loans due to related parties

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash

Cash and cash equivalents at beginning of period

1 unchanged sentence

Supplementary cash flow disclosure

Interest paid

Unpaid deferred offering costs

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

Cash paid for interest

Supplementary schedule of non-cash investing and financing activities

Debt to equity conversion

Digital assets received in connection with pre-funded warrants

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

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

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.

three entities and their owners on October 17, 2022.

On November 21, 2022, CC Acquisition Corp.

changed its name to CleanCore Solutions,

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

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

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.

The headquarters, principal address and records

of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

Initial Public Offering

On April 30, 2024, the Company closed its initial

public offering of 1,250,000 shares of class B common stock at a price to the public of $ 4.00 per share for gross offering proceeds of

$ 5,000,000 before deducting underwriting discounts, commissions, and offering expenses payable by the Company.

After deducting underwriting

discounts, commissions and other offering costs, the Company received net proceeds of $ 3,343,547 .

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.

January 29, 2025, CleanCore established CleanCore Global Limited (“CleanCore Global,” and together with CleanCore US, the

“Company”) as a wholly owned subsidiary in Ireland.

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.

Company offers products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial

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.

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”).

headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska.

The Company has incurred losses and negative cash

flows from operations.

From October 17, 2022 (the date of the acquisition) through March 31, 2025, the Company has financed its operations

From October 17, 2022 (the date of the acquisition) through September 30, 2025, the Company has financed its operations

primarily through investor funding.

As of March 31, 2025, the Company had cash of $ 796,843 , a net loss of $ 2,670,469 for the nine months

ended March 31, 2025, and cash used in operating activities of $ 2,234,206 .

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.

Despite the initial public offering described

above, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures

As of September 30, 2025, the Company had cash of $ 12,914,595 , a net loss of $ 13,367,699 for the three

months ended September 30, 2025, and cash used in operating activities of $ 3,796,652 .

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.

September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of class B

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 .

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.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

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 class B common stock.

During the three months ended September 30, 2025, the Company issued an aggregate of 6,533,723 shares

of class B common stock under the Sales Agreement for gross proceeds of $ 22,017,431 and net proceeds of approximately $ 21,357,562 .

these offerings, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures

over the next 12 months.

1 unchanged sentence

doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

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.

as of and for the three months ended September 30, 2025.

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.

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.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim financial statements

as of and for the three and nine months ended March 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.

of Presentation

accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended September 30, 2025 and

2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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 interim financial statements are condensed and should be read in conjunction with the

Company’s latest annual audited 2024 financial statements, which are included in the Company’s Annual Report on Form 10-K

filed with the SEC on September 20, 2024 (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, 2025 or for any other future annual or interim period.

The preparation of financial statements in conformity

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 2024 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.

Principles of Consolidation

The condensed consolidated financial statements

are presented in US dollars and include the accounts of the Company and its majority-owned or controlled subsidiaries.

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.

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

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.

values work in progress at cost.

The Company periodically reviews inventory for obsolete and potentially impaired items.

As of March 31,

2025 and June 30, 2024, the Company had an allowance for inventory obsolescence of $ 58,213 and $ 14,790 , respectively.

Intangible Assets

Intangible assets primarily consist of existing

technology, customer relationships, and trademarks obtained as a result of the acquisition on October 17, 2022.

Intangible assets with

definite lives are amortized based on their pattern of economic benefit over their estimated useful lives and reviewed periodically for

The Company’s trademarks are deemed to have an indefinite life.

The estimated useful life of the acquired technology

is 15 years while the estimated useful life of the customer relationships is 5 years.

Impairment of Goodwill

The Company evaluates goodwill for impairment

annually, as of June 30, or more frequently when indicators of impairment exist.

The Company considers qualitative factors including market

conditions, legal factors, operating performance indicators, and competition, among others, to determine whether it is more likely than

not that the fair value of the reporting unit is less than its carrying amount, including goodwill.

If the Company concludes that it is

more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative impairment

In performing the quantitative impairment test, the Company compares the fair value of its reporting unit to the carrying amount

including the goodwill of the reporting unit.

If the carrying value, including goodwill, exceeds the reporting unit’s fair value,

the Company will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.

The Company performed its annual evaluation of

goodwill on June 30, 2024.

Based on the analysis, the Company did not recognize an impairment loss during the year ended June 30, 2024.

Subsequent evaluations will be performed annually on June 30, per the Company’s policy.

Fair Value Measurements

The fair value of the Company’s financial

instruments reflects the amounts that the Company estimates it will receive in connection with the sale of an asset in an orderly transaction

between market participants at the measurement date (exit price).

The fair value hierarchy prioritizes the use of inputs used in valuation

techniques into the following three levels:

Level 1 – Quoted prices

in active markets for identical assets and liabilities.

Level 2 – Observable

inputs other than quoted prices in active markets for identical assets and liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

Level 3 – Unobservable

Assets and liabilities measured at fair value

are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s

assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments

and consider factors specific to the asset or liability.

The Company’s financial assets are subject to fair value measurements on

a recurring basis.

The Company’s remaining carrying amounts reported in the condensed consolidated balance sheets of these financial

assets are a reasonable estimate of fair value due to their short-term nature or because their stated interest rates are indicative of

market interest rates.

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

Stock-based Compensation

Compensation expense is recognized for all stock-based

payments to employees and non-employees, including stock options, restricted stock awards, and warrants, in the statements of operation

based on the fair value of the awards that are granted.

As necessary, the Company’s stock price at the date of grant was estimated

using an acceptable valuation technique such as the probability-weighted expected return model.

The fair value of stock options and warrants

are estimated at the date of grant using the Black-Scholes option-pricing model.

The fair value of restricted stock awards is based on

the fair market value of the Company’s class B common stock on the date of grant.

Compensation expense for restricted stock awards

with performance-based vesting conditions is calculated based on the number of awards that are expected to vest during the performance

period if it is probable that the performance metrics will be achieved.

Generally, measured compensation cost, net of actual forfeitures,

is recognized on a straight-line basis over the vesting period of the related stock-based compensation award.

The Company accounts for

forfeitures of stock-based awards as they occur.

Net Loss per Share of Common Stock

Basic net loss per class A and class B common

share is calculated by dividing the net loss distributed to class A and class B, respectively, by the weighted-average number of common

shares of each respective class outstanding during the period, without consideration for potentially dilutive securities.

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 March 31, 2025 and June 30, 2024, there were

3,303,750 potential common stock equivalents excluded from the diluted loss per share calculations as their effect is anti-dilutive.

the Company has reported a net loss for the three and nine months ended March 31, 2025 and 2025, diluted net loss per common share is

the same as basic net loss per common share for such periods.

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“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 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

The Company is currently evaluating the effects of this pronouncement on its financial statements and disclosures.

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 guidance in this update is effective for all public entities

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted.

The Company is currently evaluating the effects of this pronouncement on its financial statement disclosures.

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.

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.

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

however, the Company believes the disclosures made are adequate to make the information presented not misleading.

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.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

of Consolidation

condensed consolidated financial statements are presented in U.S.

dollars and include the accounts of the Company and its wholly owned

All intercompany balances and transactions have been eliminated in consolidation.

and Uncertainties

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.

and Cash Equivalents

consists of cash in readily available checking and money market accounts.

Cash is recorded at cost, which approximates fair value.

of September 30, 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

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.

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 September 30, 2025 and June 30, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence

of $ 301,315 and $ 37,420 , respectively.

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.

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.

Company’s digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost (“WAC”)

Upon disposal, the cost basis of the digital assets sold is determined using the WAC method.

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.

fair value are recognized at each reporting date within the change in fair value of digital assets line item in the statement of operations.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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

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.

Offering Costs

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 $ 990,202 deferred

costs were charged against the gross proceeds of the offering for the three months ended September 30, 2025.

These offering costs included

fees paid to underwriters, attorneys, accountants as well as printers and other third parties directly related to the offering.

such as management salaries or other general administrative expenses that are not incremental to the offering are not included in the

deferred costs.

Loss per Share of Common Stock

net loss per class A and class B common share is calculated by dividing the net loss distributed to class A and class B, respectively,

by the weighted-average number of common shares of each respective class 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 September 30, 2025

and June 30, 2025, there were 31,315,088 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 months ended

September 30, 2025 and 2024, diluted net loss per common share is the same as basic net loss per common share for such periods.

Accounting Standards

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.

adopted this guidance effective September 2025.

December 2023, the FASB issued ASU No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

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.

Pronouncements Pending Adoption

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.

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.

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.

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,

Early adoption is permitted.

The Company is evaluating the impact that adoption of this provision may have on its consolidated

financial statements.

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.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Disaggregated Revenue

The following table disaggregates revenue by product

category for the following periods:

following table disaggregates revenue by product category for the following periods:

Three Months Ended

Nine Months Ended

September 30,

Janitorial and Sanitation

Commercial and Residential Laundry

Rental/Service Income

Total revenue

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

The “Other” category of revenue consists

primarily of sales of parts, accessories, shipping and handling, and equipment rental income .

“Other” category of revenue consists primarily of sales of parts, accessories, shipping and handling, and equipment rental

following table disaggregates revenue by geographical region for the following periods:

Three Months Ended

September 30,

International

Total revenue

Cash and Cash Equivalents

and cash equivalents consists of the following at:

September 30,

Checking and savings

Restricted cash

Total cash and cash equivalents

Asset Acquisition

April 15, 2025, the Company completed its acquisition of specified assts of Sanzonate Europe Ltd.

(“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 the European Union.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

total cost of the assets consisted of the following:

Consideration

Total Asset Cost

Promissory note

Direct acquisition-related costs

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

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 class B common stock.

warrant is for the purchase up to 425,000 shares of class B 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 .

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.

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.

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 .

total cost of the assets was allocated to the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business ,

Allocated Cost

Accounts receivable

Distribution agreements

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.

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 .

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 .

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 .

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.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Accounts Receivable, Net

receivable, net consists of the following at:

September 30,

Trade accounts receivable

3 unchanged sentences

expenses and other current assets consists of the following at:

September 30,

Prepaid inventory parts

Prepaid insurance

Prepaid marketing

Prepaid certification and fees

Prepaid professional fees

Prepaid other

Total prepaid expenses and other current assets

Inventory consists of the following at:

consists of the following at:

September 30,

Finished goods

1 unchanged sentence

Total inventory, net

The Company values inventory at the balance sheet date using the weighted

average method.

The Company adjusted the inventory reserve to $ 58,213 as of March 31, 2025 from $ 14,790 as of June 30, 2024.

Company values inventory at the balance sheet date using the weighted average method.

The Company adjusted the inventory reserve to $ 301,315

as of September 30, 2025 from $ 37,420 as of June 30, 2025.

Digital Assets

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

September 30,

Number of Dogecoin held

Digital assets carrying fair value

$ 163,852,717

Digital assets cost basis

$ 168,849,890

Unrealized loss on digital assets

The fair value per share used to compute the digital

assets carrying fair value as of September 30, 2025 was $ 0.23 .

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Intangible Assets

Intangible assets consist of the following at:

Customer relationships

assets consist of the following at:

September 30,

Distribution agreements

accumulated amortization

Total intangible assets, net

The Company holds 14 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

$ 38,499 for the three months ended March 31, 2025 and 2024, and $ 115,497 for the nine months ended March 31, 2025 and 2024, respectively.

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

Company holds 15 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.

expense related to intangibles was $ 75,579 and $ 38,499 for the three months ended September 30, 2025 and 2024, respectively.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist

of the following at:

payable and accrued expenses consist of the following at:

September 30,

Accounts payable

1 unchanged sentence

Accrued payroll and related expenses

Accrued pending litigation (Note 14)

Warranty reserve

Accrued severance

Accrued legal

Executive compensation

Digital asset management fees

Consulting fees

Contract termination

Other accrued expenses

Total accounts payable and other accrued expenses

Subscription Advance

In January 2025, the Company launched a unit offering pursuant to which

the Company is offering to accredited investors, in a private placement transaction, up to 266,667 units, at a purchase price of $ 7.50

per unit, for gross proceeds of up to $ 2,000,000 ;

provided that the Company may increase the offering to 533,333 units for gross proceeds

of up to $ 4,000,000 if there are oversubscriptions.

Each unit consists of a 12 % unsecured promissory note in the principal amount of $ 7.50

and a warrant to purchase one share of class B common stock at an exercise price equal to the last closing price prior to the closing

provided that such exercise price shall not exceed $ 1.50 .

The closing was to occur, at the Company’s discretion, on or before

March 1, 2025, at which time the Company will issue the notes and the warrants.

The closing was extended and completed on April 16, 2025

(see Note 15).

As of March 31, 2025, the Company received an aggregate of $ 1,000,000

from seven investors.

Since such funds were delivered prior to the Company’s execution of the subscription agreements, the Company

recorded such funds as subscription advances.

Promissory Notes

In connection with the acquisition on October

17, 2022, the Company issued a promissory note in the principal amount of $ 3,000,000 to the seller, Burlington Capital, LLC (“Burlington”),

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 .

5 unchanged sentences

April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 2024 .

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 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

The Burlington Note has a new principal amount of $ 2,366,160 , accrues 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 requires quarterly payments in the amount of $ 100,000

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

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 .

The Burlington Note may be

prepaid at any time with no pre-payment penalty and contains customary events of default for a note of this type.

Although the Company

did not make certain payments as required under the Burlington Note, Burlington has agreed to waive any default caused by such lack of

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.

The Company and Burlington are in discussions to document an amendment

to the Burlington Note.

As of March 31, 2025, the outstanding principal balance of the Burlington Note is $ 1,855,493 and it has an accrued

interest balance of $ 133,483 .

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 (the “Hollst Note”) and a promissory note in the principal amount

of $ 316,920 and accrued interest of $ 15,714 to Gary Rohwer (the “Rohwer Note”).

The Hollst Note is due and payable on May 31,

2025 and does not accrue interest;

provided that upon an event of default (as defined in the Hollst Note), interest shall accrue at a

rate of 10 % per annum.

The Hollst Note may be prepaid at any time with without premium or penalty, is unsecured, and contains customary

events of default for a loan of this type.

As of March 31, 2025, the outstanding principal balance of the Hollst Note is $ 316,920 .

Hollst Note was amended and restated on May 2, 2025 (see Note 15).

The Rohwer Note was due and payable on December

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 class B 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 class B common stock.

to the Burlington Assignment Agreement, the Company also issued a promissory note to WW in the principal amount of $ 633,840 (the “WW

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 .

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.

Line of Credit

On June 28, 2024, the Company entered into a loan

agreement with Arbor Bank for a revolving line of credit in the amount of $ 100,000 with a variable interest rate tied to the U.S.

Monthly payments of accrued interest are due beginning July 28, 2024.

The principal and any outstanding accrued interest are due

in full on June 28, 2025.

As of March 31, 2025, there was no outstanding principal on this line of credit, and no required accrued interest.

Please see Note 13 for a description of the promissory

note issued to Gary Hollst.

April 15, 2025, CleanCore Global issued a 10 % subordinated promissory note in the principal amount of $ 800,000 to Sanzonate.

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 class B common stock.

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 class B 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 class B 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.

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 class B 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 class

B common stock.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

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 class B 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.

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 class B common stock.

Related Party Transactions

As of March 31, 2025 and June 30, 2024, the Company

had a short-term amount due to Clayton Adams, its Chief Executive Officer and founder, in the amount of $ 45,025 and $ 91,119 , 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 4, 2022, the Company issued a promissory

note to each of Matthew Atkinson, the Company’s Chief Executive Officer at such time, and Clayton Adams, the Company’s President

at such time, in the principal amount of $ 104,450 each for a total of $ 208,900 .

These notes bore interest at a rate of 5 % per annum beginning

on the 30th day after issuance and were due on the 60th day following written demand from the holder.

On May 29, 2024, the Company repaid

these two promissory notes, including interest accrued of $ 8,506 each.

CLEANCORE SOLUTIONS,

NOTES TO THE UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025 AND 2024

On October 17, 2022, the Company entered into

a consulting agreement with Birddog Capital, LLC (“Birddog”), a limited liability company owned by Clayton Adams, a significant

security holder at such time and the Company’s current Chief Executive Officer, 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 and is in discussions with Birddog

to amend the compensation terms.

The consulting agreement expires 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

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.

March 31, 2025, the Company has purchased $ 13,765 of the inventory, with an outstanding payable balance of $ 10,679 , and has an accrued

interest balance of $ 8,000 .

On March 26, 2024, the Company entered into a

loan agreement with Clayton Adams, a significant stockholder, pursuant to which the Company issued a revolving credit note to Mr.

in the principal amount of up to $ 500,000 .

of September 30, 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 $ 29,071 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.

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.

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.

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 during the

three months ended September 30, 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 .

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 September 30, 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 $ 11,686 .

March 26, 2024, the Company entered into a loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit

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, which is referred

to as the maturity date.

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

4 unchanged sentences

for a loan of this type.

As of March 31, 2025, no advances have been made and the principal amount of this note is $ 0 .

On December 24, 2024, the Company issued a 20 %

original issue discount promissory note in the principal amount of $ 415,241 to Clayton Adams, the Company’s Chief Executive Officer.

As of September 30, 2025, no advances have been made, and the principal amount of this note is $ 0 .

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 (3 rd ) 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

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 September 30, 2025.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

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 the Company’s class B 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 the Company’s class B common stock.

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.

4 unchanged sentences

such assignment, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 290,241.25 to Mr.

This note is due and payable on June 30, 2025 and accrues interest at a rate of 8 % per annum;

provided that upon an event of default (as

defined in the note), such interest rate shall increase to 15 % per annum.

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 March 31, 2025, the outstanding principal balance

of this note is $ 253,897 and it has a discount balance of $ 36,344 and an accrued interest balance of $ 4,008 .

This note was amended on

May 2, 2025 (see Note 15).

Following the assignment described above, the

Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000 to Mr.

This note is due and

payable on June 30, 2025 and accrues interest at a rate of 8 % per annum;

provided that upon an event of default (as defined in the note),

such interest rate shall increase to 15 % per annum.

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 March 31, 2025, the outstanding principal balance of this note is

$ 109,322 and it has a discount balance of $ 15,678 and an accrued interest balance of $ 1,726 .

This note was amended on May 2, 2025 (see

Please also see the description of the Hollst

Note under Note 10 above.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

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

On September 5, 2025, the outstanding principal balance and accrued interest due in the amount of $ 304,295 was paid in

the assignment described above, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000

This note accrued interest at a rate of 8 % per annum and was originally due and payable on June 30, 2025.

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.

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.

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 class B 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.

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 September 30, 2025, the outstanding principal balance of this

note is $ 475,000 and it has an accrued interest balance of $ 16,032 .

This loan and related interest is eliminated in consolidation.

Stockholders’ Equity

Series Seed Preferred Stock

For the Nine Months Ended March 31, 2024

On July 16, 2023, 1,000,000 shares of series seed

preferred stock were converted into 1,000,000 shares of class A common stock.

On February 5, 2024, 750,000 shares of series

seed preferred stock were converted into 750,000 shares of class A common stock.

On February 7, 2024, 1,250,000 shares of series

seed preferred stock were converted into 1,250,000 shares of class A common stock.

As of March 31, 2024, 1,000,000 shares of series

seed preferred stock were issued and outstanding.

For the Nine Months Ended March 31, 2025

No shares of Series Seed Preferred Stock existed

during the nine months ended March 31, 2025.

For the Nine Months Ended March 31, 2024

On July 16, 2023, the Company issued 1,000,000

shares of class A common stock upon the conversion of 1,000,000 shares of series seed preferred stock.

On July 17, 2023, the Company issued 940,000

shares of class B common stock upon the conversion of 940,000 shares of class A common stock.

On July 24, 2023, the Company issued 370,000

shares of class B common stock upon the conversion of 370,000 shares of class A common stock.

On February 5, 2024, the Company issued 750,000

shares of class A common stock upon the conversion of 750,000 shares of series seed preferred stock, which were immediately converted

into 750,000 shares of class B common stock upon issuance.

February 6, 2024, the Company issued 200,000 shares of class

B common stock upon the conversion of 200,000 shares of class A common stock.

On February 7, 2024, the Company issued 1,250,000

shares of class A common stock upon the conversion of 1,250,000 shares of series seed preferred stock, which were immediately converted

into 1,250,000 shares of class B common stock upon issuance.

As of March 31, 2024, there were 150,000 shares

of class A common stock and 5,305,940 shares of class B common stock issued and outstanding.

For the Nine Months Ended March 31, 2025

On July 12, 2024, the Company issued 5,000 shares

of class B common stock upon vesting of a restricted stock unit award granted under the Company’s 2022 Equity Incentive Plan, as

amended (the “Plan”).

On September 19, 2024, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On October 19, 2024, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

September 11, 2025, the Company filed an amendment to its articles of incorporation to increase the number of shares of class B common

stock that the Company is authorized to issue to 2,000,000,000 shares.

Accordingly, as of September 30, 2025, the Company’s authorized

capital stock consists of 2,100,000,000 shares, consisting of (i) 2,050,000,000 shares of common stock, par value $ 0.0001 per share,

of which 50,000,000 shares are designated class A common stock and 2,000,000,000 shares are designated as class B common stock;

50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share.

See also Note 18 for an additional amendment.

the Three Months Ended September 30, 2025

August 20, 2025, the Company issued 375,000 shares of class B common stock pursuant to the terms of a settlement agreement with Boustead

Securities, LLC.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

On October 30, 2024, 270,000 shares of class A

common stock were converted into 270,000 shares of class B common stock.

On November 19, 2024, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On December 18, 2024, the Company issued 18,000

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On December 19, 2024, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On January 2, 2025, the Company issued 20,000

shares of class B common stock pursuant to the terms of a separation agreement with the Company’s former Chief Executive Officer.

On January 2, 2025, the Company issued 75,000

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On January 19, 2025, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On February 19, 2025, the Company issued 4,166

shares of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On March 19, 2025, the Company issued 4,166 shares

of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

As of March 31, 2025, there were no shares of

class A common stock and 8,378,081 shares of class B common stock issued and outstanding.

Stock Options

No options were issued during the nine months

ended March 31, 2025.

No warrants were issued during the nine months

ended March 31, 2025.

Restricted Stock Awards

On September 19, 2024, the Company granted a restricted

stock unit award under the 2022 Plan for 295,000 shares of class B common stock, of which 150,000 shares will vest in equal parts over

the course of thirty-six (36) months, with 1/36th vesting each month commencing on the grant date and thereafter on the same day of the

month as the grant date, and the remaining shares will vest as the Company achieves certain sales targets in a twelve-month period.

On January 2, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 200,000 shares of class B common stock, of which 75,000 shares vested immediately and the remaining

shares will vest quarterly over three years .

On March 20, 2025, the Company granted a restricted

stock unit award under the 2022 Plan for 16,807 shares of class B common stock which will vest quarterly over one year commencing on April

Stock-based Compensation

Total stock compensation expense for the three

months ended March 31, 2025 and 2024 was $ 229,965 and $ 44,009 , respectively, and total stock compensation expense for the nine months

ended March 31, 2025 and 2024 was $ 561,767 and $ 151,978 , respectively.

As of March 31, 2025, total unrecognized stock compensation expense was $ 919,008 with the weighted average period over which it is expected

to be recognized of 1.96 years.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

August 27, 2025, the Company issued 200,000 shares of class B common stock to a service provider in exchange for the cancellation of

amounts owed for legal services in the amount of $ 416,904 .

August 29, 2025, the Company issued 90,172 shares of class B common stock upon a cashless exercise of stock options granted under the

Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

September 2, 2025, the Company issued 200,000 shares of class B common stock to a service provider in exchange for the cancellation of

amounts owed for legal services in the amount of $ 250,000 .

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

September 23, 2025, the Company issued an aggregate of 163,805,420 shares of class B common stock upon the exercise of pre-funded warrants

issued on September 5, 2025 (see Warrants below).

the three months ended September 30, 2025, the Company issued an aggregate of 44,114 shares of class B common stock upon the cashless

exercise of other warrants.

the three months ended September 30, 2025, the Company issued an aggregate of 300,686 shares of class B common stock upon the exercise

of warrants for proceeds of $ 370,288 .

the three months ended September 30, 2025, the Company issued an aggregate of 1,871,681 shares of class B common stock upon the settlement

of debt in the amount of $ 4,089,692 (see also Notes 12 and 13).

the three months ended September 30, 2025, the Company issued an aggregate of 1,215,000 shares of class B common stock upon the grant

of restricted stock awards under the Plan, as described in more detail below.

the three months ended September 30, 2025, the Company issued an aggregate of 125,452 shares of class B common stock upon the vesting

of a restricted stock unit awards granted under the 2022 Plan.

the three months ended September 30, 2025, the Company issued an aggregate of 6,533,723 shares of class B common stock under the Sales

Agreement for gross proceeds of $ 22,017,432 and net proceeds of approximately $ 21,357,562 .

of September 30, 2025, there were 0 shares of class A common stock and 186,598,270 shares of class B common stock issued and outstanding.

the Three Months Ended September 30, 2024

the three months ended September 30, 2024, the Company issued an aggregate of 9,166 shares of class B common stock upon the vesting of

restricted stock unit awards granted under the 2022 Plan.

of September 30, 2024, there were 270,000 shares of class A common stock and 7,970,085 shares of class B common stock issued and outstanding.

options were issued during the three months ended September 30, 2025.

During the three months ended September 30, 2025, a holder exercised

a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of class B common stock, resulting in the forfeiture

of 29,828 options.

In addition, an aggregate of 138,750 options were forfeited following termination of service.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

On September 5, 2025, the Company completed an

offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of class B 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 class B common stock, and accordingly, the Company recorded a current

liability of $ 11,125,000 for the remaining unexercised pre-funded warrants.

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 class B common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of class

B 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.

September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of class B 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 class B 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.

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 class B 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.

the three months ended September 30, 2025, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 .

In addition, an aggregate of 44,114 warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants.

July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of class B common stock, which vested

in full on the date of grant.

July 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 250,000 shares of class B common stock, with half

of the shares vesting on the date of grant and the remaining shares vesting quarterly for 5 quarters.

July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of class B common stock, which

vest based on certain revenue targets.

August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of class B common stock, which vested

in full on the date of grant.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of class B common stock,

which vest monthly over one year commencing on October 5, 2025.

September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of class B common stock,

which vest monthly over one year commencing on October 5, 2025.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of class B common stock, which

vested in full on the date of grant.

September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of class B common stock, which

vested in full on the date of grant.

September 25, 2025, the Company granted a restricted stock award under the 2022 Plan for 175,000 shares of class B common stock, which

vested in full on the date of grant.

stock compensation expense for the three months ended September 30, 2025 and 2024 was $ 1,167,775 and $ 182,400 , respectively.

$ 45,640,112 of warrants issued to consultants was recorded as an offset to equity as of September 30, 2025.

As of September 30, 2025,

total unrecognized stock compensation expense was $ 2,758,642 with the weighted average period over which it is expected to be recognized

of 1.21 years.

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 March 31,

Basic and Diluted Net Loss Per Share

following tables set forth the computation of basic and dilutive net loss per share of common stock:

Three Months Ended September 30,

Basic and Diluted Net

Loss Per Share

Allocation of undistributed loss

1 unchanged sentence

$ ( 828,017 )

Weighted average number of shares used in per share computation

Basic and diluted net loss per share

Nine Months Ended March 31,

Weighted average number of shares used in per share

Basic and diluted net loss per share

Allocation of undistributed loss

Segment Information

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.

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

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.

SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Three Months Ended September 30,

Loss from Operations

( 3,335,707 )

1 unchanged sentence

( 8,236,841 )

Weighted average number of shares used in per share computation

Basic and diluted net loss per share

( 8,370,526 )

( 4,997,173 )

( 13,367,699 )

$ 171,736,130 )

$ 185,730,454

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 aware of one legal

claim and has accrued approximately $ 108,000 for such claim.

On August 20, 2024, the Company’s former

Chief Executive Officer, Matthew Atkinson, filed a lawsuit against the Company in the State of Nebraska claiming compensation, unreimbursed

expenses and accrued and unpaid vacation owed to him prior to his resignation in February 2024.

The Company is currently not aware of any other legal proceedings or

claims that are expected to have a material adverse effect on its business, financial condition or operating results.

The Company has a non-cancellable operating lease

commitment for its office facility expiring in 2028.

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.

Company does not maintain a defined contribution plan or any other type of retirement plan for its employees.

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 March 31, 2025 and 2024, respectively.

For the nine months ended March 31, 2025 and 2024, rent expense

totaled $ 121,248 and $ 90,307 , respectively.

The following table discloses the lease cost,

weighted average discount rate, and weighted average remaining lease term for operating leases as of March 31, 2025 and 2024:

2025 March 31,

for the three months ended September 30, 2025 and 2024, respectively.

following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases

as of September 30, 2025 and 2024:

September 30,

2025 September 30,

Operating lease cost $ 40,416 $ 40,416

1 unchanged sentence

Discount rate 6.56 % 6.56 %

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

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 March 31, 2025:

Year Ended June 30,

discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount.

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 September 30, 2025:

Ended June 30,

2026 (remainder)

4 unchanged sentences

Noncurrent lease liabilities

On February 21, 2025, CleanCore Global entered

into an Asset Purchase Agreement, which was amended on April 15, 2025 (as so amended, the “Purchase Agreement”) with Sanzonate

Europe Ltd., an Irish incorporated company (the “Seller”), and Sanzonate Global Inc., the majority stockholder of the Seller

(the “Stockholder”), pursuant to which CleanCore Global agreed to acquire substantially all of the assets of the Seller used

in the manufacturer and distribution of aqueous ozone products (the “Business”).

See Note 15 below for a description of the

terms of the Purchase Agreement.

Subsequent Events

Closing of Acquisition

On April 15, 2025, the closing of the transactions

contemplated by the Purchase Agreement was completed.

Pursuant the Purchase Agreement, CleanCore Global acquired all of the assets of

the Seller used in the Business for an aggregate purchase price of $ 2,475,000 , consisting of:

(i) $ 425,000 in cash;

(ii) the issuance

of a promissory note in the principal amount of $ 800,000 ;

and (iii) up to $ 1,250,000 in Earn-Out Payments (as defined below).

As additional

consideration, the Company issued to the Stockholder a five-year warrant to purchase 425,000 shares of the Company’s class B common

stock at an exercise price of $ 1.25 per share.

As noted above, a portion of the purchase price

was paid by the issuance of a 10 % subordinated promissory note in the principal amount of $ 800,000 by CleanCore Global to the Seller.

The note bears interest at a rate of ten percent ( 10 %) per annum, payable quarterly, and is due and payable on April 15, 2027.

may be prepaid at any time without premium or penalty, is unsecured, and contains customary events of default for a loan of this type.

The Seller is also entitled to receive the following

payments (each, an “Earn-Out Payment”) to the extent that Net Sales (as defined in the Purchase Agreement) achieve the following

milestones during the five-year period beginning on the closing date and ending on the fifth anniversary of the closing date (the “Earn-Out

provided that an Earn-Out Payment will be calculated for each year during the Earn-Out Period.

If Net Sales:

● are equal to or greater than € 2,000,000 , CleanCore Global

shall pay $ 200,000 to the Seller;

● are equal to or greater than € 4,000,000 , CleanCore Global

shall pay an additional $ 200,000 to the Seller;

● are equal to or greater than € 6,000,000 , CleanCore Global

shall pay an additional $ 200,000 to the Seller;

● are equal to or greater than € 8,000,000 , CleanCore Global

shall pay an additional $ 200,000 to the Seller;

● are equal to or greater than € 10,000,000 , CleanCore

Global shall pay an additional $ 200,000 to the Seller;

● are equal to or greater than € 12,000,000 , CleanCore

Global shall pay an additional $ 250,000 to the Seller.

Calculation of the annual Earn-Out Payment will

be based upon cumulative Net Sales, meaning that for each year of the Earn-Out Period, the beginning balance of Net Sales will be the

ending balance of Net Sales from the prior year of the Earn-Out Period.

SOLUTIONS, INC.

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

31, 2025 AND 2024

No later than forth-five (45) days following each

anniversary of the closing date during the Earn-Out Period, CleanCore Global shall prepare and deliver to the Seller a written statement

(an “Earn-Out Statement”) setting forth in reasonable detail its determination of unaudited Net Sales within the annual Earn-Out

Period and its determination of whether there is a resulting Earn-Out Payment due.

To the extent the Seller is entitled to an Earn-Out

Payment, the applicable Earn-Out Payment(s) shall be paid on the date that is five (5) business days after the date on which the Earn-Out

Statement becomes final and binding on the parties, following resolution of any objections to the Earn-Out Statement pursuant to the terms

of the Purchase Agreement.

The Purchase Agreement contains customary representations,

warranties and covenants, including a covenant that the Seller and the Stockholder will not compete with the Business for a period of

three (3) years following closing.

The Purchase Agreement also contains mutual indemnification

for breaches of representations or warranties and failure to perform covenants or obligations contained in the Purchase Agreement.

Seller and the Stockholder also indemnified CleanCore Global for (i) any Excluded Liability (as defined in the Purchase Agreement) and

(ii) any liability of the Seller which is not an Assumed Liability (as defined in the Purchase Agreement) and which is imposed upon CleanCore

Global under any bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability so long

as such liability arises out of the ownership, use or operation of the assets of the Seller, or the operation or conduct of the Business

prior to the closing.

CleanCore Global also indemnified the Seller and the Stockholder for (i) any Assumed Liability and (ii) any liability

(other than any Excluded Liability) asserted by a third party against any of the Seller or the Stockholder which arises out of the ownership

of the Purchased Assets (as defined in the Purchase Agreement) after the closing or the operation by CleanCore Global of the business

conducted with the Purchased Assets after the closing.

In the case of the indemnification provided with

respect to breaches of certain non-fundamental representations and warranties, the party will only become liable for indemnified losses

if the amount exceeds an aggregate of $ 30,000 .

Notwithstanding the foregoing, this threshold limitation shall not apply to claims by CleanCore

Global for breaches by the Seller or the Stockholder of certain fundamental representations.

In addition, CleanCore Global’s aggregate

remedy with respect to any and all indemnifiable losses shall in no event exceed, (i) with respect to claims related to breach of the

fundamental representations, the final purchase price, or (ii) with respect to all other claims, 50 % of the final purchase price.

after providing the Seller with a written claim that specifically identifies the basis for indemnification and any relevant facts forming

the basis for such claim, resolution of the claim between the parties and the Seller fails to indemnify CleanCore Global within thirty

(30) days following the resolution of the claim, CleanCore Global shall have the right to recoup all or any part of any indemnifiable

losses it may suffer by notifying the Stockholder that CleanCore Global is reducing the Earn-Out Payments by the amount of such indemnifiable

Private Placement

On April 16, 2025, the Company entered into subscription

agreements with several accredited investors for the purchase of (i) 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 the Company’s class B common stock at an exercise price

of $ 1.06 per share for an aggregate purchase price of $ 1,010,000 .

The notes bear interest at a rate of twelve percent

( 12 %) per annum, payable quarterly, and are due and payable on April 16, 2027.

The notes may be prepaid at any time without premium or

penalty, are unsecured, and contain customary events of default for a loan of this type.

Amendments to Promissory Notes

On May 2, 2025, the Hollst Note (See Note 10)

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 “Restated Note”).

The Restated Note is due and payable on May 31, 2026 and accrues interest at

a rate of 8.5 % per annum;

provided that upon an event of default (as defined in the Restated Note), interest shall accrue at a rate of

10 % per annum.

The Restated 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.

The Restated Note may be converted at the holder’s option at any time into shares of the Company’s

class B common stock at a conversion price of $ 1.12 (subject to standard adjustments for stock splits, stock dividends, reclassifications

and similar transactions).

On May 2, 2025, the Company and Clayton Adams

entered into a note amendment agreement, pursuant to which the maturity date of the 20 % original issue discount promissory note issued

Adams on January 27, 2025 (See Note 11) was changed to require repayment with sixty (60) days of written demand from Mr.

On May 2, 2025, the Company and Mr.

Buchanan entered

into a note amendment agreement, pursuant to which the maturity date the 20 % original issue discount promissory note issued to Mr.

on January 27, 2025 (See Note 11) was changed to require repayment with sixty (60) days of written demand from Mr.

Stock Issuances

On April 1, 2025, the Company issued 10,416 shares

of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On April 1, 2025, the Company issued 4,202 shares

of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

On April 19, 2025, the Company issued 4,166 shares

of class B common stock upon vesting of a restricted stock unit award granted under the 2022 Plan.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025 AND 2024

Management Agreement

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 class B common stock, cash, or Dogecoin and shall

be pro-rated for partial periods.

Subsequent Events

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

Accordingly, the Company is now authorized to issue 6,942,000,000 shares of common stock, $ 0.0001 par value per share, and 50,000,000

shares of preferred stock, $ 0.0001 par value per share.

October 13, 2025, the 2022 Plan was amended to increase the share reserve to 25,000,000 shares of common stock.

October 13, 2025, the Company granted a restricted stock award to Marco Margiotta, the Company’s Chief Investment Officer, under

the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant.

October 13, 2025, the Company granted a restricted stock award to Clayton Adams, the Company’s Chief Executive Officer, under the

2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant.

October 20, 2025, the Company granted restricted stock awards to two consultants for an aggregate of 300,000 shares of common stock,

which vested in full on the date of grant.

October 1, 2025, the Company issued an aggregate of 35,452 shares of class B common stock upon the vesting of restricted stock units

granted under the 2022 Plan.

October 5, 2025, the Company issued an aggregate of 40,000 shares of class B common stock upon the vesting of restricted stock units

granted under the 2022 Plan.

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

November 5, 2025, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted

under the 2022 Plan.

to September 30, 2025, the Company issued an aggregate of 2,045,550 shares of common stock under the Sales Agreement for gross proceeds

of $ 4,382,348 and net proceeds of approximately $ 4,250,878 .

Digital Asset Activity

During the period between October 1, 2025 and November

12, 2025, the Company purchased 29,443,153 units of Dogecoin for $ 6,106,986 .

As of November 12, 2025, the Company’s Digital

Asset fair value is $ 131,452,482 , representing an unrealized loss of $ 32,400,235 since September 30, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements