What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-05-14 · 316 added, 407 removed, 23 unchanged (97% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis summarizes

the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented

The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto

included elsewhere in this report.

The discussion contains forward-looking statements that are based on the beliefs of management, as

well as assumptions made by, and information currently available to, our management.

Actual results could differ materially from those

discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in

Except as otherwise indicated by the context and

for the purposes of this report only, references in this report to “we,” “us,” “our” and “our

company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary CleanCore Global Limited, an

Irish company, or CleanCore Global.

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements

that are based on our management’s beliefs and assumptions and on information currently available to us.

All statements other than

statements of historical facts are forward-looking statements.

These statements relate to future events or to our future financial performance

and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by these forward-looking statements.

Forward-looking statements include, but are not limited to, statements about:

● our goals and strategies;

● our future business development, financial condition and

results of operations;

● expected changes in our revenue, costs or expenditures;

● growth of and competition trends in our industry;

● our expectations regarding demand for, and market acceptance

of, our products and services;

● our expectations regarding our relationships with investors,

institutional funding partners and other parties we collaborate with;

● fluctuations in general economic and business conditions

in the market in which we operate;

● relevant government policies and regulations relating to

our industry.

In some cases, you can identify forward-looking

statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,”

“plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,”

“potential,” “project” or “continue” or the negative of these terms or other comparable terminology.

following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity

and cash flows as of and for the periods presented below.

The following discussion and analysis should be read in conjunction with the

financial statements and the related notes thereto included elsewhere in this report.

The discussion contains forward-looking statements

that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.

Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors,

including those discussed below and elsewhere in this report.

as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,”

“our” and “our company” refer to CleanCore Solutions, Inc., a Nevada corporation, and its wholly owned subsidiary

CleanCore Global Limited, an Irish company, or CleanCore Global.

Note Regarding Forward Looking Statements

report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently

available to us.

All statements other than statements of historical facts are forward-looking statements.

These statements relate to

future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements include, but are not

limited to, statements about:

goals and strategies;

future business development, financial condition and results of operations;

changes in our revenue, costs or expenditures;

of and competition trends in our industry;

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

expectations regarding our relationships with investors, institutional funding partners and

other parties we collaborate with;

● fluctuations

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

government policies and regulations relating to our industry.

some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,”

“should,” “would,” “expect,” “plan,” “intend,” “anticipate,”

“believe,” “estimate,” “predict,” “potential,” “project” or “continue”

or the negative of these terms or other comparable terminology.

These statements are only predictions.

You should not place undue reliance on forward-looking statements because they involve known and

unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.

Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item

1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, or the Form 10-K, and

elsewhere in this report.

If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect,

actual events or results may vary significantly from those implied or projected by the forward-looking statements.

No forward-looking

statement is a guarantee of future performance.

In addition, statements that “we believe”

and similar statements reflect our beliefs and opinions on the relevant subject.

These statements are based upon information available

to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information

may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or

review of, all potentially available relevant information.

These statements are inherently uncertain and investors are cautioned not to

unduly rely upon these statements.

The forward-looking statements made in this report

relate only to events or information as of the date on which the statements are made in this report.

Except as expressly required by the

federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new

information, future events, changed circumstances or any other reason.

We specialize in the development and production

of cleaning products that produce pure aqueous ozone for professional, industrial, or home use.

We have a patented nanobubble technology

using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing surfaces and high-touch areas.

We offer products and solutions that are marketed

for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries.

Our products are used in many types of environments

including retail establishments, distribution centers, factories, warehouses, restaurants, schools and universities, airports, healthcare,

food service, and commercial buildings such as offices, malls, and stores.

Our mission is to become a leader in creating

safe, clean spaces that are free from any chemical residue or skin irritants.

We are currently expanding our distributor network, improving

our production processes, and proving the effectiveness of our products in restaurants, airports, and hotels.

Recent Developments

Closing of Acquisition

On February 21, 2025, CleanCore Global entered

into an Asset Purchase Agreement, which was amended on April 15, 2025, or the Purchase Agreement, with Sanzonate Europe Ltd., an Irish

incorporated company, or the Seller, and Sanzonate Global Inc., the majority stockholder of the Seller, or 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 (which we refer to as the Business).

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, we issued to the Stockholder a five-year warrant to purchase 425,000 shares of our 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 is referred to below as 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, or the Earn-Out Period;

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.

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,

or 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, we 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 our 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 promissory note in the principal

amount of $316,920 issued to Gary Hollst on December 24, 2024 was amended and restated in its entirety and we issued to Mr.

amended and restated promissory note in the principal amount of $342,154.57.

This 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 note), interest shall accrue at a rate

of 10% 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.

The note may be converted at the holder’s option at any time into shares of our 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, we and Clayton Adams, our Chief

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

note issued to Mr.

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

On May 2, 2025, we and Travis Buchanan, our President,

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

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

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by

the following factors:

● our ability to acquire new customers or retain existing customers;

● our ability to stay ahead of our value-proposition to end

● our ability to continue innovating our technology to meet

consumer demand;

● industry demand and competition;

● market conditions and our market position.

Emerging Growth Company

We qualify as an “emerging growth company”

under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As a result, we are permitted to, and intend to, rely on exemptions

from certain disclosure requirements.

For so long as we are an emerging growth company, we will not be required to:

● have an auditor report on our internal controls over financial

reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

● comply with any requirement that may be adopted by the Public

Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to stockholder

advisory votes, such as “say-on-pay” and “say-on-frequency;” and

● disclose certain executive compensation related items such

as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

to median employee compensation.

In addition, Section 107 of the JOBS Act also

provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities

Act of 1933, as amended, for complying with new or revised accounting standards.

In other words, an emerging growth company can delay

the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take

advantage of the benefits of this extended transition period.

Our financial statements may therefore not be comparable to those of companies

that comply with such new or revised accounting standards.

We will remain an emerging growth company until

the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day

of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large

accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would

occur if the market value of our class B common stock that is held by non-affiliates exceeds $700 million as of the last business day

of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible

debt during the preceding three year period.

Results of Operations

Comparison of Three Months Ended March 31, 2025 and 2024

The following table sets forth key components

of our results of operations for the three months ended March 31, 2025 and 2024, both in dollars and as a percentage of our revenue.

Three Months Ended March 31,

Cost of sales

Operating expenses:

General and administrative

Advertising expense

Depreciation and amortization expense

Loss from operations

Interest expense, net

We generate revenue from

sales of our cleaning products.

Our revenue increased by $243,995, or 77.73%, to $557,915 for the three months ended March 31, 2025 from

$313,920 for the three months ended March 31, 2024.

The increase is primarily due to an increase of sales to our distributor in India.

Cost of sales .

Our cost of sales

consists of raw materials, components and labor.

Our cost of sales increased by $73,599, or 42.50%, to $246,783 for the three months ended

March 31, 2025 from $173,184 for the three months ended March 31, 2024.

As a percentage of revenue, cost of sales decreased from 55.17%

for the three months ended March 31, 2024 to 44.23% for the three months ended March 31, 2025.

This decrease as a percentage of revenue

was primarily due to the sale of higher margin units.

Gross profit .

As a result of the

foregoing, our gross profit increased by $170,396, or 121.07%, to $311,132 for the three months ended March 31, 2025 from $140,736 for

the three months ended March 31, 2024.

As a percentage of revenue, gross profit increased from 44.83% for the three months ended March

31, 2024 to 55.77% for the three months ended March 31, 2025.

General and administrative expenses .

general and administrative expenses consist primarily of personnel expenses, including employee salaries and bonuses plus related payroll

taxes, stock based compensation expense, professional advisor fees, bad debts, rent expense, insurance and other expenses incurred in

connection with general operations.

Our general and administrative expenses increased by $447,365, or 85.88%, to $968,264 for the three

months ended March 31, 2025 from $520,899 for the three months ended March 31, 2024.

As a percentage of revenue, our general and administrative

expenses increased from 165.93% for the three months ended March 31, 2024 to 173.55% for the three months ended March 31, 2025.

This increase

was primarily due to a $185,956 increase in stock compensation expense, $54,197 of additional wage and benefit expense related to the

addition of 4 employees, $46,249 of additional professional fees such as accounting and legal, and a $66,161 increase in director and

officer insurance.

This increase in professional fees and director and office insurance is related to our listing on NYSE American in

the 2025 period.

Advertising expenses .

advertising expenses consist of vendor trade shows and various trade publications.

Our advertising expenses increased by $2,006, or 11.31%,

to $19,743 for the three months ended March 31, 2025 from $17,737 for the three months ended March 31, 2024.

As a percentage of revenue,

our advertising expenses decreased from 5.65% for the three months ended March 31, 2024 to 3.54% for the three months ended March 31,

The increase in advertising expenses was primarily due to an increase in product marketing materials.

Depreciation and amortization expense .

incurred depreciation and amortization expense of $39,928, or 7.16% of revenue, for the three months ended March 31, 2025, as compared

to $38,677, or 12.32% of revenue, for the three months ended March 31, 2024.

Interest expense, net .

We incurred interest expense, net, of $92,551, or 16.59% of revenue,

for the three months ended March 31, 2025, as compared to $84,093, or 26.79% of revenue, for the three months ended March 31, 2024.

increase is primarily due to an increase in the note payable balance.

of the cumulative effect of the factors described above, we had a net loss of $809,354 for the three months ended March 31, 2025, as compared

to $520,670 for the three months ended March 31, 2024, an increased loss of $288,684, or 55.44%.

Comparison of Nine Months Ended March 31, 2025 and 2024

The following table sets forth key components

of our results of operations for the nine months ended March 31, 2025 and 2024, both in dollars and as a percentage of our revenue.

Nine Months Ended March 31,

You should not place undue reliance

on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases,

beyond our control and which could materially affect results.

Factors that may cause actual results to differ materially from current

expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form

10-K for the fiscal year ended June 30, 2025, or the Form 10-K, as may be amended, supplemented or superseded from time to time by other

reports we file with the Securities and Exchange Commission, or the SEC, in the future, and elsewhere in this report.

If one or more

of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly

from those implied or projected by the forward-looking statements.

No forward-looking statement is a guarantee of future performance.

addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject.

statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable

basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have

conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

These statements are inherently uncertain

and investors are cautioned not to unduly rely upon these statements.

forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in

Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking

statements, whether as a result of new information, future events, changed circumstances or any other reason.

specialize in the development and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home

We have a patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing, and deodorizing

surfaces and high-touch areas.

offer products and solutions that are marketed for janitorial and sanitation, ice machine cleaning, laundry, and industrial industries.

Our products are used in many types of environments including retail establishments, distribution centers, factories, warehouses, restaurants,

schools and universities, airports, healthcare, food service, and commercial buildings such as offices, malls, and stores.

mission is to become a leader in creating safe, clean spaces that are free from any chemical residue or skin irritants.

We are currently

expanding our distributor network, improving our production processes, and proving the effectiveness of our products in restaurants,

airports, and hotels.

September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin.

Pursuant to an asset management agreement that we

entered into with Dogecoin Ventures, Inc., or the Asset Manager, and 21Shares US LLC, or 21Shares, on September 5, 2025, or the Asset

Management Agreement, we established a multiyear advisory and asset-management program with the Asset Manager (which is a wholly-owned

subsidiary of House of Doge Inc., the commercial arm of the Dogecoin Foundation) and 21Shares to manage our treasury assets, which include

available cash or digital assets placed in our account to be utilized for such purpose, or the Treasury Account, as well as all investments

thereof, proceeds of, income on and additions or accretions to the same, including all assets which are or were in the Treasury Account,

but which are deployed in decentralized finance or similar blockchain transactions from time to time in accordance with the investment

strategy described in the Asset Management Agreement (which we refer to as the Treasury Assets).

Factors Affecting the Financial Performance of our Cleaning Solutions Business

operating results for our cleaning solutions business are primarily affected by the following factors:

ability to acquire new customers or retain existing customers;

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

ability to continue innovating our technology to meet consumer demand;

demand and competition;

conditions and our market position.

Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations

operating results for our Treasury operations are primarily affected by the following factors:

market value of Dogecoin tokens;

trading volume of Dogecoin tokens;

understanding and willingness to purchase and use Dogecoin.

to the establishment of our digital asset treasury strategy on September 5, 2025, we now have two reportable operating segments:

the CleanCore segment, which is engaged in the development and production of cleaning products and solutions that are marketed for professional,

industrial, or home use;

and (ii) the Treasury segment, which executes our digital asset treasury strategy focused on Dogecoin and includes

the Treasury Assets.

The Treasury segment also includes dedicated resources assigned to execute on our digital asset strategy, unrealized

gain or loss on digital assets, and other third-party costs associated with our digital assets holdings, and income tax effects generated

from our Dogecoin holdings to better align with their activities and utilization.

chief operating decision maker, or CODM, is our Chief Executive Officer, who manages our company as two discrete segments as well as

on a consolidated basis.

The CODM uses net income (loss) to assess the profitability of the CleanCore segment by comparing actual to

budgeted results on a quarterly basis.

In doing so, he focuses on revenue, gross profit, and operating profit (loss) of the CleanCore

The CODM, in conjunction with our Chief Investment Officer, assesses the Treasury segment using the value of the Dogecoin and

number of tokens held.

Both segments allocate personnel and budget accordingly to maximize potential profitability.

The CODM also uses

net income (loss) to understand the impact from income taxes and financing costs for general tax and liquidity planning purposes.

Growth Company

qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

For so long as we are an emerging growth

company, we will not be required to:

an auditor report on our internal controls over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

with any requirement that may be adopted by the Public Company Accounting Oversight Board

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing

additional information about the audit and the financial statements (i.e., an auditor discussion

and analysis);

certain executive compensation matters to stockholder advisory votes, such as “say-on-pay”

and “say-on-frequency;” and

certain executive compensation related items such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median

employee compensation.

addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards.

other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We have elected to take advantage of the benefits of this extended transition period.

Our financial statements

may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our

initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more,

(iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934,

as amended, or the Exchange Act, which would occur if the market value of our class B common stock that is held by non-affiliates exceeds

$700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued

more than $1 billion in non-convertible debt during the preceding three year period.

of Operations

of Three Months Ended September 30, 2025 and 2024

following table sets forth key components of our results of operations for the three months ended September 30, 2025 and 2024, both in

dollars and as a percentage of our revenue.

Three Months Ended September 30,

Cost of sales

Operating expenses:

General and administrative

General and administrative expense

Advertising expense

Depreciation and amortization expense

Total operating expenses

Loss from operations

Other income (expense)

Interest expense, net

$ (2,670,469 )

Change in fair value of digital assets

Foreign exchange loss

Total other income (expense)

$ (13,367,699 )

Our revenue increased by $282,073, or 31.41%, to $1,180,083 for the

nine months ended March 31, 2025 from $898,010 for the nine months ended March 31, 2024.

The increase is primarily due to an increase

in sales with our largest customer, representing an 171% increase over the prior period.

Cost of sales .

All of our revenue is generated

by the CleanCore segment, which generates revenue from sales of our cleaning products.

Our revenue increased by $539,799, or 147.93%,

to $904,699 for the three months ended September 30, 2025 from $364,900 for the three months ended September 30, 2024.

The increase is

primarily due to sales from a new customer, Kellermeyer Bergensons Services, LLC, or KBS, pursuant to a three-year memorandum of understanding

that we entered into with KBS on January 10, 2025.

For the three months ended September 30, 2025, we recognized $354,351 in revenue from

Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves.

Our cost of sales

increased by $163,946, or 35.84%, to $621,441 for the nine months ended March 31, 2025 from $457,495 for the nine months ended March 31,

As a percentage of revenue, cost of sales increased from 50.95% for the nine months ended March 31, 2024 to 52.66% for the nine

months ended March 31, 2025.

This increase was due to an increase in sales and increase in demo expenses due to a change in sales strategy

of providing customers considering large orders demonstration equipment at no cost.

Additionally, a business decision was made to sell

$46,000 of inventory at cost to a former customer placing their first purchase order in over 9 months.

Gross profit .

As a result of the

foregoing, our gross profit decreased by $118,127, or 26.82%, to $558,642 for the nine months ended March 31, 2025 from $440,515 for the

nine months ended March 31, 2024.

As a percentage of revenue, gross profit decreased from 49.05% for the nine months ended March 31, 2024

to 47.34% for the nine months ended March 31, 2025.

General and administrative expenses .

general and administrative expenses increased by $1,512,901, or 111.98%, to $2,863,998 for the nine months ended March 31, 2025 from $1,351,097

for the nine months ended March 31, 2024.

As a percentage of revenue, our general and administrative expenses increased from 150.45% for

the nine months ended March 31, 2024 to 242.69% for the nine months ended March 31, 2025.

This increase was primarily due to $409,786

stock compensation expense, an increase of $108,479 in payroll and benefits related to an increase in headcount, a $547,553 increase in

professional and consulting fees, and a $204,465 increase in director and officer insurance.

The increase in professional fees and director

and officer insurance is directly related to our listing on NYSE American in the 2025 period.

Advertising expenses .

advertising expenses increased by $29,324, or 67.89%, to $72,515 for the nine months ended March 31, 2025 from $43,191 for the nine months

ended March 31, 2024.

As a percentage of revenue, our advertising expenses increased from 4.81% for the nine months ended March 31, 2024

to 6.14% for the nine months ended March 31, 2025.

Such an increase was primarily due to an increase in our marketing materials, including

product videos and flyers.

Depreciation and amortization expense .

incurred depreciation and amortization expense of $119,678, or 10.14% of revenue, for the nine months ended March 31, 2025, as compared

to $115,885, or 12.90% of revenue, for the nine months ended March 31, 2024.

Interest expense, net .

incurred interest expense, net, of $172,920, or 14.65% of revenue, for the nine months ended March 31, 2025, as compared to $233,105,

or 25.96% of revenue, for the nine months ended March 31, 2024.

The decrease is primarily due to interest expense for the 2024 period

being offset by interest income of $29,921 from an interest-bearing money market account opened in May 2024.

of the cumulative effect of the factors described above, we had a net loss of $2,670,469 for the nine months ended March 31, 2025, as

compared to $1,302,763 for the nine months ended March 31, 2024, a loss increase of $1,367,706, or 104.99%.

Liquidity and Capital Resources

increased by $188,828, or 105.25%, to $368,229 for the three months ended September 30, 2025 from $179,401 for the three months ended

September 30, 2024.

As a percentage of revenue, cost of sales was 40.7% and 49.16% for the three months ended September 30, 2025 and

2024, respectively.

The decrease is the result of better efficiencies driven by scale, cost optimization, and technological improvements.

As a result of the foregoing, our gross profit increased by $350,971, or 189.20%, to $536,470 for the three months ended

September 30, 2025 from $185,499 for the three months ended September 30, 2024.

As a percentage of revenue, gross profit was 59.3% and

50.84% for the three months ended September 30, 2025 and 2024, respectively.

and administrative expenses .

In the CleanCore segment, our general and administrative expenses consist primarily

of personnel expenses, including employee salaries and bonuses plus related payroll taxes, stock based compensation expense, professional

advisor fees, bad debts, rent expense, insurance and other expenses incurred in connection with general operations.

In the Treasury segment,

our general and administrative expenses consist primary of professional advisor fees, stock based compensation expense, insurance expense,

and employee salaries and bonuses plus related payroll taxes.

Our general and administrative expenses increased by $7,708,919, or 841.39%,

to $8,625,133 for the three months ended September 30, 2025 from $916,214 for the three months ended September 30, 2024.

As a percentage

of revenue, our general and administrative expenses were 953.37% and 251.09% for the three months ended September 30, 2025 and 2024,

respectively.

This increase was primarily due to increases of $5,826,062 in professional and consulting fees, $985,675 in stock compensation

expense, $715,487 in payroll and benefits related to an increase in headcount, and $149,553 in director and officer insurance.

On a segmented

basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended September 30, 2025 were

$5,392,103 and $3,233,030, respectively.

In the CleanCore segment, advertising expenses consist of vendor trade shows and various trade publications.

In the Treasury segment, advertising expense is driven by crypto marketing expenses.

Our advertising expenses increased by $25,319, or

54.79%, to $71,529 for the three months ended September 30, 2025 from $46,210 for the three months ended September 30, 2024.

increase was primarily due to increased expenses related to crypto marketing.

As a percentage of revenue, our advertising expenses were

7.91% and 12.66% for the three months ended September 30, 2025 and 2024, respectively.

On a segmented basis, advertising expenses for

the CleanCore and Treasury segments for the three months ended September 30, 2025 were $39,529 and $32,000, respectively.

and amortization expense .

Depreciation and amortization expense, all of which is generated by the CleanCore segment,

increased by $36,826, or 92.47%, to $76,649 for the three months ended September 30, 2025 from $39,823 for the three months ended September

As a percentage of revenue, depreciation and amortization expense was 8.47% and 10.91% for the three months ended September

30, 2025 and 2024, respectively.

The increase is due to amortization expense associated with additional intangibles acquired with the

asset acquisition of Sanzonate in April 2025.

other income (expense) .

We had $5,130,858 in total other expense, net, for the three months ended September 30, 2025, as compared

to $39,334 for the three months ended September 30, 2024.

Other expense, net, for the three months ended September 30, 2025 consisted

of interest expense of $133,133, a change in fair value of digital assets of $4,997,173 and a foreign exchange loss of $552, while other

expense, net, for the three months ended September 30, 2024 consisted entirely of interest expense.

The increase in interest expense

was primarily due to an increase in the notes payable balance.

As a result of the cumulative effect of the factors described above, we had a net loss of $13,367,699 for the

three months ended September 30, 2025, as compared to $856,082 for the three months ended September 30, 2024, an increase of $12,511,617,

or 1,461.50%.

and Capital Resources

Our company has incurred losses and negative cash

flows from operations.

From October 17, 2022 (the date of the acquisition) through March 31, 2025, we have financed our operations primarily

through private investor funding and an initial public offering.

As of March 31, 2025, we had cash and cash equivalents of $796,843, a

net loss for the nine months ended March 31, 2025 of $2,670,469 and cash used in operating activities of $2,234,206.

Despite our initial public offering, management

believes that currently available resources will not be sufficient to fund our planned expenditures over the next 12 months.

These factors,

individually and collectively indicate that a material uncertainty exists that raises substantial doubt about our company’s ability

to continue as a going concern for 12 months from the date of issuance of the accompanying financial statements.

We will be dependent upon the raising of additional

capital through equity and/or debt financing in order to implement our business plan and generate sufficient revenue in excess of costs.

If we raise additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience

dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock.

If we raise additional

funds by issuing debt, we may be subject to limitations on its operations, through debt covenants or other restrictions.

There is no assurance

that we will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect

on our financial condition.

The accompanying financial statements do not include any adjustments to the amounts and classifications of

assets and liabilities that might be necessary should we be unable to continue as a going concern.

The accompanying financial statements have been

prepared on a going concern basis under which our company is expected to be able to realize its assets and satisfy its liabilities in

the normal course of business.

Summary of Cash Flow

The following table provides detailed information

about our net cash flow for the nine months ended March 31, 2025 and 2024.

Nine Months Ended March 31,

From October 17, 2022 (the date of the acquisition) through September 30, 2025, we have financed our operations

primarily through investor funding.

As of September 30, 2025, we had cash and cash equivalents of $12,914,595, a net loss for the three

months ended September 30, 2025 of $13,367,699 and cash used in operating activities of $3,796,652.

our recent offerings described below, management believes that currently available resources will not be sufficient to fund our planned

expenditures over the next 12 months.

These factors, individually and collectively indicate that a material uncertainty exists that raises

substantial doubt about our company’s ability to continue as a going concern for 12 months from the date of issuance of the accompanying

financial statements.

will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement our business plan

and generate sufficient revenue in excess of costs.

If we raise additional capital through the issuance of equity securities or securities

convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior

to those of the holders of common stock.

If we raise additional funds by issuing debt, we may be subject to limitations on its operations,

through debt covenants or other restrictions.

There is no assurance that we will be successful with future financing ventures, and the

inability to secure such financing may have a material adverse effect on our financial condition.

The accompanying financial statements

do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should we be unable

to continue as a going concern.

accompanying financial statements have been prepared on a going concern basis under which our company is expected to be able to realize

its assets and satisfy its liabilities in the normal course of business.

following table provides detailed information about our net cash flow for the three months ended September 30, 2025 and 2024.

Three Months Ended

September 30,

Net cash used in operating activities

1 unchanged sentence

Net cash used in investing activities

(142,511,738 )

Net cash provided by financing activities

Net decrease in cash

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash

Cash at beginning of period

1 unchanged sentence

Net cash used in operating activities was $3,796,652

for the nine months ended March 31, 2025, as compared to $485,530 for the nine months ended March 31, 2024.

For the nine months ended

March 31, 2025, our net loss of $2,670,469 and increase in accounts receivable of $191,509 and prepaid expenses of $150,982, offset by

non-cash stock-based compensation of $561,767, depreciation and amortization of $119,678 and non-cash interest expense of $195,380, were

the primary drivers of net cash used in operating activities.

For the nine months ended March 31, 2024, our net loss of $1,302,763 and

an increase in inventory of $103,569, offset by an increase in accounts payable and accrued liabilities of $386,279, a non-cash interest

expense of $223,783, stock-based compensation of $151,981, and depreciation and amortization of $115,885, were the primary drivers of

net cash used in operating activities.

Net cash used in investing activities was $18,857

for the nine months ended March 31, 2025, as compared to $2,138 for the nine months ended March 31, 2024.

The net cash used in investing

activities for both periods consisted entirely of purchases of property and equipment.

for the three months ended September 30, 2025, as compared to $799,764 for the three months ended September 30, 2024.

For the three months

ended September 30, 2025, our net loss of $13,367,699 and an increase in prepaid expenses of $2,399,204, offset by a change in fair value

of digital assets of $4,997,173, stock based compensation of $1,167,775, and non-cash professional fees of $4,894,750, were the primary

drivers of net cash used in operating activities.

For the three months ended September 30, 2024, our net loss of $856,082 and a decrease

in prepaid expenses of $142,084, offset by stock based compensation of $182,400, were the primary drivers of net cash used in operating

cash used in investing activities was $142,511,738 for the three months ended September 30, 2025, as compared to $6,465 for the three

months ended September 30, 2024.

The net cash used in investing activities for the three months ended September 30, 2025 consisted of

purchases of digital assets of $142,500,000 and purchases of property and equipment of $11,738, while the net cash used in investing

activities for the three months ended September 30, 2024 consisted entirely of purchases of property and equipment.

Net cash provided by financing activities was

$1,015,273 for the nine months ended March 31, 2025, as compared to $150,556 for the nine months ended March 31, 2024.

Net cash provided

by financing activities for the nine months ended March 31, 2025 consisted of proceeds from an advance on subscription of $1,000,000 and

proceeds from the issuance of related party notes of $332,193, offset by payments of notes payable of $316,920, while net cash provided

by financing activities for the nine months ended March 31, 2024 consisted of proceeds from the issuance of convertible notes of $225,000

and proceeds from related party loans of $50,014, offset by payments for deferred offering costs of $124,458.

Please see Notes 10 and 11 to our unaudited condensed

consolidated financial statements above for a description of the terms of our outstanding debt.

Contractual Obligations

Our principal commitments consist mostly of obligations

under the loans described in Notes 10 and 11 to our unaudited condensed consolidated financial statements above.

We also have a non-cancellable

operating lease commitment for our office facility expiring in 2028 as described in Note 14 to the unaudited condensed consolidated financial

statements above.

Other than the foregoing, at March 31, 2025, we did not have other long-term debt obligations, capital (finance) lease

obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that

have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues

or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated

financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities,

revenues and expenses, and related disclosure of contingent assets and liabilities.

$157,763,139 for the three months ended September 30, 2025, as compared to $0 for the three months ended September 30, 2024.

provided by financing activities for the three months ended September 30, 2025 consisted of proceeds from the private placement described

below of $137,907,255, proceeds from the Sales Agreement described below of $21,357,562 and proceeds from the exercise of warrants of

$370,288, offset by repayments of notes payable of $660,000, payments for deferred offering costs of $786,725 and repayments of related

party loans of $425,241.

August 29, 2025, we entered into an amended and restated sales agreement, or the Sales Agreement, with Maxim Group LLC and Curvature

Securities LLC, or the Sales Agents, pursuant to which we may, from time to time, in transactions that are deemed to be “at the

market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through or to the Sales Agents

up to a maximum aggregate amount of $1,150,000,000 of shares of class B common stock.

During the three months ended September

30, 2025, we 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.

September 5, 2025, we 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.

deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and

cryptocurrency gross proceeds, we received net proceeds of approximately $164,257,145.

Of this amount, approximately $1,075,000 was used

to pay off outstanding indebtedness and $4,400,000 will be used for working capital and general corporate purposes, with the balance

of the net proceeds being used to acquire Dogecoin.

see Notes 12 and 13 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding

to the terms of the Asset Management Agreement, we agreed to pay the Asset Manager and 21Shares a monthly fee in arrears computed at

an annual rate as follows:

(i) 2% in the aggregate on amounts up to and including $1,000,000,000 in Treasury Account value, with 1.75%

paid to the Asset Manager and 0.25% paid to 21Shares;

(ii) 1.75% in the aggregate on amounts above $1,000,000,000 up to and including

$1,500,000,000 in Treasury Account value, with 1.5% paid to the Asset Manager and 0.25% paid to 21Shares;

and (iii) 1.5% in the aggregate

on amounts above $1,500,000,000 in Treasury Account value, with 1.25% paid to the Asset Manager and 0.25% paid to 21Shares.

Such payments

may be made, in the sole discretion of the Asset Manager or 21Shares, in shares of class B common stock, cash, or Dogecoin and shall

be pro-rated for partial periods.

other principal commitments consist mostly of obligations under the loans described in Notes 10 and 11 to our unaudited condensed consolidated

financial statements above.

We also have a non-cancellable operating lease commitment for our office facility expiring in 2028 as described

in Note 14 to the unaudited condensed consolidated financial statements above.

than the foregoing, at September 30, 2025, we did not have other long-term debt obligations, capital (finance) lease obligations, operating

lease obligations, purchase obligations or other long-term liabilities reflected on our statements of financial position.

Sheet Arrangements

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Accounting Policies and Estimates

preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that

affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On a regular basis, we evaluate these estimates.

estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable

under the circumstances.

These estimates are based on management’s historical industry experience and on

various other assumptions that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates.

For a description of the accounting policies that,

in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if

different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see

Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting

Policies” in the Form 10-K.

a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or

involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position,

results of operations, or cash flows, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results

of Operations – Critical Accounting Policies” in the Form 10-K.

addition, we believe that the following new critical accounting policy involves significant estimates and judgments used in the preparation

of our financial statements:

We account for our 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).

We have ownership and control over our digital assets and use a well-known crypto custodian to secure

Our digital assets are initially recorded at cost,

with the cost basis determined using the weighted average cost, or WAC, method.

Upon disposal, the cost basis of the digital assets sold

is determined using the WAC method.

Digital assets are measured at fair value at each

reporting period.

We determine the fair value of Dogecoin in accordance with ASC 820 (Fair Value Measurement), based on the period-end

quoted (unadjusted) prices in our principal market.

Changes in fair value are recognized at each reporting date in the statement of operations.

determination of fair value requires management judgment in evaluating the reliability and observability of market pricing data, particularly

in digital asset markets that are subject to volatility, evolving trading venues, and liquidity considerations.

In addition, our concentration

in a single digital asset exposes us to market and regulatory risks that could have a significant impact on reported results.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

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 2. Management’s Discussion and Analysis