CleanCore Solutions, Inc. 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File Number: 001-42033 CleanCore Solutions, Inc. (Exact name of registrant as specified in its charter) Nevada 88-4042082 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5920 S 118th Circle , Omaha , NE 68137 (Address of principal executive offices) (Zip Code) (877) 860-3030 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ZONE NYSE American LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 18, 2026, there were 221,938,856 shares of common stock of the registrant issued and outstanding. CleanCore Solutions, Inc. Quarterly Report on Form 10-Q Period Ended March 31, 2026 TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 33 Item 4. Controls and Procedures 33 PART II OTHER INFORMATION Item 1. Legal Proceedings 34 Item 1A. Risk Factors 34 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 34 Item 5. Other Information 34 Item 6. Exhibits 35 i PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. CLEANCORE SOLUTIONS, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and June 30, 2025 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited) 3 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2026 and 2025 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements (Unaudited) 7 1 CLEANCORE SOLUTIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2026 June 30, 2025 (Unaudited) (Audited) Assets Current assets: Cash and cash equivalents $ 4,052,657 $ 1,460,997 Restricted cash 13,000,644 - Accounts receivable, net 363,975 657,683 Inventory, net 781,013 1,347,693 Deferred offering costs - 124,062 Note receivable, related party 1,000,000 - Prepaid expenses and other current assets 1,063,319 227,564 Total current assets 20,261,608 3,817,999 Property and equipment, net 62,311 32,548 Right of use assets 290,729 394,415 Digital assets 42,741,907 - Intangibles, net 1,785,113 1,974,509 Goodwill 2,237,910 2,237,910 Other assets 9,440 9,440 Total assets $ 67,389,018 $ 8,466,821 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 535,337 $ 1,380,285 Pre-funded warrant liability 6,195,000 - Lease liability – current 155,490 145,005 Note payable – current - 690,112 Note payable – related party - 415,241 Due to related parties 11,070 216,895 Total current liabilities 6,896,897 2,847,538 Lease liability – non-current 155,446 273,099 Note payable – non-current - 3,880,202 Total liabilities 7,052,343 7,000,839 Commitments and contingencies (Note 19) Stockholders’ Equity Class A Common Stock; $ 0.0001 par value, 50,000,000 shares authorized; 0 and 1,875,795 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively - 188 Class B Common Stock; $ 0.0001 par value, 6,942,000,000 shares authorized; 221,836,229 and 9,961,227 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively 22,184 996 Additional paid-in capital 229,367,281 15,490,763 Other comprehensive income ( 12,529 ) 21,259 Accumulated deficit ( 169,040,261 ) ( 14,047,224 ) Total stockholders’ equity 60,336,675 1,465,982 Total liabilities and stockholders’ equity $ 67,389,018 $ 8,466,821 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 CLEANCORE SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Revenue, net $ 543,694 557,915 $ 2,520,540 1,180,083 Cost of sales (exclusive of depreciation shown separately below) 962,953 246,783 1,674,052 621,441 Gross profit (loss) ( 419,259 ) 311,132 846,488 558,642 Operating expenses: General and administrative 18,397,855 968,264 48,332,382 2,863,998 Advertising expense 101,175 19,743 226,605 72,515 Depreciation and amortization expense 61,580 39,928 199,936 119,678 Total operating expenses 18,560,610 1,027,935 48,758,923 3,056,191 Loss from operations ( 18,979,869 ) ( 716,803 ) ( 47,912,435 ) ( 2,497,549 ) Other income (expense) Interest income (expense), net 72,522 ( 92,551 ) ( 21,380 ) ( 172,920 ) Change in fair value of digital assets ( 18,356,437 ) - ( 107,056,831 ) - Foreign exchange loss ( 1,202 ) - ( 2,390 ) - Total other income (expense) $ ( 18,285,117 ) ( 92,551 ) ( 107,080,601 ) ( 172,920 ) Net loss $ ( 37,264,986 ) ( 809,354 ) $ ( 154,993,036 ) ( 2,670,469 ) Foreign currency translation adjustment ( 42,494 ) - ( 33,788 ) - Total comprehensive loss $ ( 37,307,480 ) ( 809,354 ) $ ( 155,026,824 ) ( 2,670,469 ) Net loss per share, basic and diluted $ ( 0.17 ) ( 0.10 ) $ ( 0.73 ) ( 0.33 ) Weighted average shares used in computing net loss per share, basic and diluted 216,012,859 8,370,273 212,256,389 8,164,342 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 CLEANCORE SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) For the Three and Nine Months Ended March 31, 2026 Class A Common Stock Common Stock (formerly Class B) Additional Paid in Accumulated Other Comprehensive Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Income Deficit Equity Balance at June 30, 2025 1,875,795 $ 188 9,961,227 $ 996 $ 15,490,763 $ 21,259 $ ( 14,047,224 ) $ 1,465,982 Conversion of class A common stock into common stock ( 1,875,795 ) ( 188 ) 1,875,795 188 - - - - Issuance of common stock in at-the-market offering - - 6,533,723 653 21,356,909 - - 21,357,562 Issuance of common stock upon exercise of warrants - - 164,150,220 16,414 152,425,166 - - 152,441,580 Issuance of common stock upon settlement of debt - - 1,871,681 187 4,121,686 - - 4,121,873 Issuance of common stock under settlement agreement - - 375,000 38 1,661,212 - - 1,661,250 Issuance of common stock for services - - 400,000 40 416,864 - - 416,904 Issuance of common stock upon exercise of options – 2022 Equity Incentive Plan - - 90,172 9 ( 9 ) - - - Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan - - 125,452 13 92,282 - - 92,295 Issuance of restricted stock awards – 2022 Equity Incentive Plan - - 1,215,000 122 4,230,654 - - 4,230,776 Stock based compensation – 2022 Equity Incentive Plan - - - - 78,205 - - 78,205 Currency translation adjustment - - - - - ( 2,800 ) - ( 2,800 ) Net loss for the period - - - - - - ( 13,367,699 ) ( 13,367,699 ) Balance at September 30, 2025 - $ - 186,598,270 $ 18,660 $ 199,873,732 $ 18,459 $ ( 27,414,923 ) $ 172,495,928 Issuance of common stock in at-the-market offering - - 2,045,550 205 4,252,841 - - 4,253,046 Issuance of common stock upon exercise of warrants - - 4,999,750 500 4,707,058 - - 4,707,558 Issuance of common stock for services - - 4,000,000 400 ( 400 ) - - - Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan - - 155,452 15 428,735 - - 428,750 Issuance of restricted stock awards – 2022 Equity Incentive Plan - - 13,550,000 1,355 16,081,645 - - 16,083,000 Stock based compensation – 2022 Equity Incentive Plan - - - - 199,430 - - 199,430 Common stock cancelled - - ( 909,621 ) ( 91 ) 91 - - - Currency translation adjustment - - - - - 11,506 - 11,506 Net loss for the period - - - - - - ( 104,360,352 ) ( 104,360,352 ) Balance at December 31, 2025 - - 210,439,401 21,044 225,543,132 29,965 ( 131,775,275 ) 93,818,866 Issuance of common stock for services - - 10,400,000 1,040 3,064,160 3,065,200 Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan - - 156,828 16 460,768 460,783 Issuance of common stock – 2022 Equity Incentive Plan 840,000 84 230,916 231,000 Stock based compensation – 2022 Equity Incentive Plan 68,305 68,305 Currency translation adjustment ( 42,494 ) ( 42,494 ) Net loss for the period - - - - - - ( 37,264,986 ) ( 37,264,986 ) Balance at March 31, 2026 - - 221,836,229 22,184 229,367,281 ( 12,529 ) ( 169,040,261 ) 60,336,675 4 CLEANCORE SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) For the Three and Nine Months Ended March 31, 2025 Class A Common Stock Common Stock (formerly Class B) Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at June 30, 2024 270,000 $ 27 7,960,919 $ 796 $ 11,040,583 $ ( 7,304,949 ) $ 3,736,457 Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan - - 9,166 1 21,514 - 21,515 Stock based compensation – 2022 Equity Incentive Plan - - - - 160,885 - 160,885 Net loss for the period - - - - - ( 856,082 ) ( 856,082 ) Balance at September 30, 2024 270,000 $ 27 7,970,085 $ 797 $ 11,222,982 $ ( 8,161,031 ) $ 3,062,775 Conversion of class A common stock into common stock ( 270,000 ) ( 27 ) 270,000 27 - - - Issuance of common stock upon vesting of restricted stock units – 2022 Equity Incentive Plan - - 30,498 3 68,164 - 68,167 Stock based compensation – 2022 Equity Incentive Plan - - - - 81,236 - 81,236 Net loss for the period - - - - - ( 1,005,030 ) ( 1,005,030 ) Balance at December 31, 2024 - $ - 8,270,583 $ 827 $ 11,372,382 $ ( 9,166,061 ) $ 2,207,148 Issuance of class B common stock under separation agreement 20,000 2 55,313 55,315 Issuance of class B common stock upon vesting of restricted stock units – 2002 Equity Incentive Plan 87,498 9 127,076 127,085 Stock based compensation – 2022 Equity Incentive Plan 47,564 47,564 Modification of related party debt 18,022 18,022 Net loss for the period ( 809,354 ) ( 809,354 ) Balance at March 31, 2025 - $ - 8,378,081 $ 838 $ 11,620,357 $ ( 9,975,415 ) $ 1,645,780 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 CLEANCORE SOLUTIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 154,993,036 ) ( 2,670,469 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 202,263 119,678 Change in fair value of digital assets 107,056,831 - Accretion of note payable discount 20,000 31,026 Non-cash interest expense 170,090 195,380 Stock based compensation 8,601,443 561,767 Non-cash professional fees 24,786,858 - Non-cash lease expense ( 3,481 ) ( 437 ) Provision for bad debt and write-off on uncollectable accounts 8,957 82,648 Provision for inventory reserve and write-off 720,961 Foreign exchange (gain)/loss 2,390 - Changes in operating assets and liabilities: Accounts receivable 284,751 ( 191,509 ) Inventory ( 154,281 ) ( 62,201 ) Prepaid expenses ( 835,756 ) ( 150,982 ) Deferred revenue - ( 10,395 ) Due to related parties ( 205,826 ) ( 48,094 ) Accounts payable and accrued liabilities ( 477,722 ) ( 90,618 ) Net cash used in operating activities ( 14,815,558 ) ( 2,234,206 ) Cash flows from investing activities Purchase of property and equipment ( 40,702 ) ( 18,857 ) Purchase of digital assets ( 148,605,650 ) - Sale of digital assets 18,368,360 - Purchase of digital assets, net ( 130,237,290 ) - Net cash used in investing activities ( 130,277,992 ) ( 18,857 ) Cash flows from financing activities Proceeds from at-the-market offering 25,608,235 - Proceeds from private placement of pre-funded warrants, net 137,907,255 - Proceeds from exercise of warrants 370,288 - Proceeds from issuance of loans from related parties - 332,193 Proceeds from subscription advance - 1,000,000 Funds provided for note receivable ( 1,000,000 ) - Payments of deferred offering costs ( 1,078,967 ) - Repayments of notes payable ( 660,000 ) ( 316,920 ) Repayments of loans due to related parties ( 425,241 ) - Net cash provided by financing activities 160,721,570 1,015,273 Effect of exchange rate changes on cash and cash equivalents ( 35,716 ) - Net increase (decrease) in cash 15,592,304 ( 1,237,790 ) Cash, cash equivalents, and restricted cash at beginning of period 1,460,997 2,016,611 Cash, cash equivalents, and restricted cash at the end of period $ 17,053,301 778,821 Supplementary cash flow disclosure Cash paid for interest $ 80,448 7,257 Supplementary schedule of non-cash investing and financing activities Debt to equity conversion $ 3,920,314 - Digital assets received in connection with pre-funded warrants $ 26,349,890 - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 CLEANCORE SOLUTIONS, INC. NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026 AND 2025 Note 1. Restatement of Previously Issued Consolidated Financial Statements On May 11, 2026 CleanCore Solutions, Inc. (the “Company”) filed Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the period ended March 31, 2026 (the “Original Filing”). Subsequent to issuing the 10-Q, the Company identified an error in the financial statements, due to a material weakness in the Company’s internal control over financial reporting, resulting in this restatement of Form 10-Q. A previously disclosed Board of Directors resolution dated February 27, 2026, in connection with the cancellation of an asset management agreement, resulted in the non-cash transfer of 70,000,000 Dogecoins. This transaction was not recorded in the Company’s accounting system, nor verified against an independent source during reconciling. As a result, the Company’s digital assets were overstated, while general and administrative expenses were understated. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of March 31, 2026. The previously reported amounts reflect those included in the Original Filing on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on May 11, 2026. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the reduction in assets on the balance sheet and increase in general and administrative expenses. As a result, change in fair value of digital assets and net income are also impacted. Consolidated Balance Sheet As Filed Restatement Adjustments As Restated Digital assets 49,203,118 ( 6,461,211 ) 42,741,907 Total assets 73,850,229 ( 6,461,211 ) 67,389,018 Accumulated deficit ( 162,579,050 ) ( 6,461,211 ) ( 169,040,261 ) Total stockholders’ equity 66,797,886 ( 6,461,211 ) 60,336,675 Total liabilities and stockholders’ equity 73,850,229 ( 6,461,211 ) 67,389,018 Three Months Ended March 31, 2026 Consolidated Statements of Operations As Filed Restatement Adjustments As Restated General and administrative 11,608,947 6,788,908 18,397,855 Total operating expenses 11,771,702 6,788,908 18,560,610 Loss from operations ( 12,190,961 ) ( 6,788,908 ) ( 18,979,869 ) Change in fair value of digital assets ( 18,684,134 ) 327,697 ( 18,356,437 ) Total other income (expense) ( 18,612,814 ) 327,697 ( 18,285,117 ) Net (loss) ( 30,803,775 ) ( 6,461,211 ) ( 37,264,986 ) Total comprehensive loss ( 30,846,269 ) ( 6,461,211 ) ( 37,307,480 ) Net loss per share, basic and diluted ( 0.14 ) ( 0.03 ) ( 0.17 ) Nine Months Ended March 31, 2026 Consolidated Statements of Operations As Filed Restatement Adjustments As Restated General and administrative 41,543,474 6,788,908 48,332,382 Total operating expenses 41,970,015 6,788,908 48,758,923 Loss from operations ( 41,123,527 ) ( 6,788,908 ) ( 47,912,435 ) Change in fair value of digital assets ( 107,384,528 ) 327,697 ( 107,056,831 ) Total other income (expense) ( 107,408,298 ) 327,697 ( 107,080,601 ) Net (loss) ( 148,531,825 ) ( 6,461,211 ) ( 154,993,036 ) Total comprehensive loss ( 148,565,613 ) ( 6,461,211 ) ( 155,026,824 ) Net loss per share, basic and diluted ( 0.70 ) ( 0.03 ) ( 0.73 ) 7 Balance at March 31, 2026 Consolidated Statement of Stockholders’ Equity As Filed Restatement Adjustments As Restated Net loss for the period ( 30,803,775 ) ( 6,461,211 ) ( 37,264,986 ) Accumulated deficit ( 162,579,050 ) ( 6,461,211 ) ( 169,040,261 ) Total stockholders’ equity 66,797,886 ( 6,461,211 ) 60,336,675 Balance at March 31, 2026 Condensed Consolidated Statement of Cash Flows As Filed Restatement Adjustments As Restated Net loss ( 148,531,825 ) ( 6,461,211 ) ( 154,993,036 ) Change in fair value of digital assets 107,384,528 327,697 107,056,831 Non-cash professional fees 17,997,950 6,788,908 24,786,858 In addition, amounts were restated in the following: ● Note 11, Digital Assets ● Note 17, Net Loss Per Share ● Note 18, Segment Information ● Item 2, Management’s Discussion and Analysis 1a. 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. with these three entities and their owners on October 17, 2022. On November 21, 2022, CC Acquisition Corp. 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 in Ireland. 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. On 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”). The headquarters, principal address and records of the Company are located at 5920 South 118th Circle, Suite 2, Omaha, Nebraska. Liquidity The Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through March 31, 2026, the Company has financed its operations primarily through investor funding. As of March 31, 2026, the Company had cash of $ 17,053,301 and for the nine months ended March 31, 2026, had a net loss of $ 154,993,036 and cash used in operating activities of $ 14,815,558 . 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. 8 On September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of 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. For the three months ended March, 31, 2026, the company sold an aggregate of 200,000,000 units of Dogecoin for net proceeds of $18,368,360 , and transferred 70,000,000 units in exchange for $ 6,788,908 of professional services, resulting in a loss of $ 39,282,595 , which is included in Change in Fair Value of Digital Assets on the Financial Statements (Note 11). On 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 common stock. During the nine months ended March 31, 2026, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 . Despite these offerings, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these financial statements as of and for the three months ended March 31, 2026. 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. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements as of and for the three and nine months ended March 31, 2026 and 2025 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, 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 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. The 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. 9 The 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 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 U.S. dollars and include the accounts of the Company and its wholly owned subsidiary. 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. Cash and Cash Equivalents Cash consists of cash in readily available checking and money market accounts. Cash is recorded at cost, which approximates fair value. As of March 31, 2026 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). Restricted Cash The Company maintains restricted cash, which is to be used for the purchase of Dogecoin, and related operating expenses, as part of its treasury strategy. Concentration of Credit Risk Financial 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 18). 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. Inventory 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. The Company 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, 2025, the Company maintained an allowance for slow-moving and inventory obsolescence of $ 685,466 and $ 37,420 , respectively. Digital Assets In 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. 10 The 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. The Company’s digital assets are initially recorded at cost, with the cost basis determined using the weighted average cost (“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. 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. Changes in fair value are recognized at each reporting date within the change in fair value of digital assets line item in the statement of operations. Upon disposal, the net cash received is subtracted from the cost basis of assets sold to determine the change in fair value of digital assets for the disposed assets. 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 costs. 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. Deferred Offering Costs In 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 $ 1,078,967 deferred costs were charged against the gross proceeds of the offering for the nine months ended March 31, 2026. These offering costs included fees paid to underwriters, attorneys, accountants as well as printers and other third parties directly related to the offering. Costs such as management salaries or other general administrative expenses that are not incremental to the offering are not included in the deferred costs. Net Loss Per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares 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 March 31, 2026 and June 30, 2025, there were 33,866,681 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 and nine months ended March 31, 2026 and 2025, diluted net loss per common share is the same as basic net loss per common share for such periods. Recent Accounting Standards 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 Company adopted this guidance effective September 2025. 11 In December 2023, the FASB issued 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. Accounting Pronouncements Pending Adoption In 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. The 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. In 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. Further, in 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 December 15, 2027. Early adoption is permitted. The Company is evaluating the impact that adoption of this provision may have on its consolidated financial statements. In 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. 3. Disaggregated Revenue The following table disaggregates revenue by product category for the following periods: Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Janitorial and Sanitation $ 485,341 $ 475,762 $ 2,296,950 $ 986,274 Other 58,353 82,153 223,590 193,809 Total revenue $ 543,694 $ 557,915 $ 2,520,540 1,180,083 The “Other” category of revenue consists primarily of sales ice and laundry units, parts, accessories, shipping and handling, and equipment rental income. The following table disaggregates revenue by geographical region for the following periods: Three Months Ended March 31, Nine Months Ended March 31, 2026 2025 2026 2025 Domestic $ 268,652 $ 557,915 $ 1,857,721 $ 1,180,083 International 275,042 - 662,819 - Total revenue $ 543,694 $ 557,915 $ 2,520,540 $ 1,180,083 12 4. Cash and Cash Equivalents Cash and cash equivalents consists of the following at: March 31, 2026 June 30, 2025 Checking and savings $ 239,771 1,460,997 Money market 3,812,886 - Total cash and cash equivalents $ 4,052,657 1,460,997 5. Restricted Cash Restricted cash consists of the following at: March 31, 2026 June 30, 2025 Restricted cash 13,000,644 - Total restricted cash $ 13,000,644 - 6. Asset Acquisition On April 15, 2025, the Company completed its acquisition of specified assets of Sanzonate Europe Ltd. (“Sanzonate”). 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 Europe. The total cost of the assets consisted of the following: Consideration Total Asset Cost Cash $ 425,000 Promissory note 800,000 Warrant 181,475 Direct acquisition-related costs 156,792 Total $ 1,563,267 The 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 fair value. 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 common stock. The warrant is for the purchase up to 425,000 shares of 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 . In 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. The 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. 13 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. Management 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 . The total cost of the assets was allocated to the acquired assets in accordance with ASC 805-50, Acquisition of Assets Rather than a Business , as follows: Asset Allocated Cost Accounts receivable $ 272,658 Inventory 348,222 EOTA license 339,877 Trade name 324,428 Distribution agreements 278,082 Total $ 1,563,267 The 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. The 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 . Sanzonate’s 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 . Sanzonate’s 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 . The 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. 7. Accounts Receivable, Net Accounts receivable, net consists of the following at: March 31, 2026 June 30, 2025 Trade accounts receivable $ 492,345 $ 779,692 Allowance for doubtful accounts ( 128,370 ) ( 122,009 ) Total accounts receivable, net $ 363,975 $ 657,683 8. Note Receivable, Related Party Note Receivable consists of the following at: March 31, 2026 June 30, 2025 Note Receivable $ 1,000,000 $ - Total Note Receivable $ 1,000,000 $ - During the three months ended March 31, 2026, the Company entered into a loan agreement with a company to which a significant shareholder, Devlin DeFrancesco, is a paid advisor. The loan agreement is for $ 1,000,000 for one year, with a maturity date of February 20, 2027 , paying interest monthly at an annualized rate of 15 %. No principal payments have been received or are due until the maturity date. Through May 18, 2026, the Company has received $ 26,309 in interest payments. 14 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following at: March 31, 2026 June 30, 2025 Prepaid inventory parts $ 93,893 $ 27,510 Prepaid insurance 868,109 46,141 Prepaid certification and fees 91,382 101,141 Prepaid other 9,935 52,772 Total prepaid expenses and other current assets $ 1,063,319 $ 227,564 10. Inventory Inventory consists of the following at: March 31, 2026 June 30, 2025 Parts $ 912,735 $ 755,217 Finished goods 553,744 629,896 Inventory reserve ( 685,466 ) ( 37,420 ) Total inventory, net $ 781,013 $ 1,347,693 The Company values inventory at the balance sheet date using the weighted average method. The Company adjusted the inventory reserve to $ 685,466 as of March 31, 2026 from $ 37,420 as of June 30, 2025. 11. Digital Assets The Company’s digital asset holdings are comprised of the following at: March 31, 2026 June 30, 2025 Number of Dogecoin held 463,060,889 - Digital assets carrying fair value $ 42,741,907 $ - Digital assets cost basis $ 110,516,144 $ - Unrealized loss on digital assets $ ( 67,774,236 ) $ - Loss on digital assets ( 39,282,595 ) - Change in fair value of digital assets $ ( 107,056,831 ) - For the three months ended March, 31, 2026, the company sold an aggregate of 200,000,000 units of Dogecoin for net proceeds of $ 18,368,360 , and transferred 70,000,000 units in exchange for $ 6,788,908 of professional services, resulting in a loss of $ 39,282,595 , which is included in Change in Fair Value of Digital Assets on the Financial Statements. The fair value per share used to compute the digital assets carrying fair value as of March 31, 2026 was $ 0.092303 . 15 12. Intangible Assets Intangible assets consist of the following at: March 31, 2026 June 30, 2025 Technology $ 600,000 $ 600,000 Distribution agreements 586,831 586,831 Trademarks 904,428 904,428 License 339,576 339,576 Total 2,430,835 2,430,835 Less: accumulated amortization ( 645,722 ) ( 456,326 ) Total intangible assets, net $ 1,785,113 $ 1,974,509 The Company holds 16 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 $ 58,526 and $ 38,499 for the three months ended March 31, 2026 and 2025, respectively, and $ 193,375 and $ 115,497 for the nine months ended March 31, 2026 and 2025, respectively. 13. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following at: March 31, 2026 June 30, 2025 Accounts payable $ 329,838 $ 909,294 Accrued interest 15,373 44,459 Accrued payroll and related expenses 118,921 111,437 Warranty reserve 33,042 69,734 Accrued legal 25,000 70,425 Contract termination - 100,000 Other accrued expenses 13,163 74,936 Total accounts payable and other accrued expenses $ 535,337 $ 1,380,285 14. Debt Promissory Notes On 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 . On September 13, 2023, the parties signed an extension agreement, pursuant to which the interest rate was increased to 10 % per annum and the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) December 17, 2023. On December 17, 2023, the parties signed a second extension agreement, pursuant to which the maturity date was extended to the earlier of (a) the closing of a firm commitment initial public offering and concurrent listing on a national securities exchange or (b) April 4, 2024. On April 30, 2024, the Company and Burlington entered into an extension agreement which extended the maturity date to May 9, 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 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 . 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. 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 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 common stock. 16 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 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. Please see Note 15 for a description of the promissory note issued to Gary Hollst. On April 15, 2025, CleanCore Global issued a 10 % subordinated promissory note in the principal amount of $ 800,000 to Sanzonate. The note 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 common stock. On 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 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 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. On 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 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 common stock. On 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 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. 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 total amount of $ 532,181 was converted into 126,829 shares of common stock. 15. Related Party Transactions As of March 31, 2026 and June 30, 2025, the Company had a short-term amount due to Clayton Adams, its former Chief Executive Officer and founder, in the amount of $ 11,070 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. 17 On 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. 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. 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 in August 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 . 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 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 March 31, 2026, the Company has purchased $ 12,578 of the inventory, with an outstanding payable balance of $ 105,000 , and has an accrued interest balance of $ 15,372 . On March 26, 2024, the Company entered into a loan agreement with Clayton Adams, pursuant to which the Company issued a revolving credit note to Mr. 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, or the maturity date. This note accrues simple interest on the outstanding principal amount at the rate of 8 % per annum, with all principal and interest due on the maturity date; provided that upon an event of default (as defined in the note), such rate shall increase to 13 %. The Company may prepay the note at any time without penalty or premium. The note is unsecured and contains customary events of default for a loan of this type. As of March 31, 2026, no advances have been made, and the principal amount of this note is $ 0 . On 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 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 common stock, which shares were subsequently surrendered by Mr. Hollst and cancelled. On 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. Adams entered into a note sale assignment and cancellation agreement with Travis Buchanan, the Company’s President, pursuant to which Mr. Adams sold and assigned $ 125,000 of the note to Mr. Buchanan for a purchase price of $ 100,000 . Following such assignment, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 290,241.25 to Mr. Adams. 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 from Mr. Adams. On September 5, 2025, the outstanding principal balance and accrued interest due in the amount of $ 304,295 was paid in full. 18 Following the assignment described above, the Company issued a 20 % original issue discount promissory note in the principal amount of $ 125,000 to Mr. Buchanan. 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 from Mr. Buchanan. 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. ACME 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 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. In 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 March 31, 2026, the outstanding principal balance of this note is $ 475,000 and it has an accrued interest balance of $ 25,606 . This loan and related interest is eliminated in consolidation. 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 Price”). 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 March 31, 2026. 16. Stockholders’ Equity On 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 shares. Accordingly, as of December 31, 2025, the Company’s authorized capital stock consists of 6,942,000,000 shares of common stock, par value $ 0.0001 per share, and 50,000,000 shares of “blank check” preferred stock, par value $ 0.0001 per share. In connection with this change, all shares of the Company’s class B common stock were reclassified as common stock. Accordingly, all references herein to “common stock” issued prior to October 13, 2025 are to the Company’s prior class B common stock. Common Stock For the Nine Months Ended March 31, 2026 On August 20, 2025, the Company issued 375,000 shares of common stock pursuant to the terms of a settlement agreement with Boustead Securities, LLC. 19 On August 27, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $ 416,904 . On August 29, 2025, the Company issued 90,172 shares of common stock upon a cashless exercise of stock options granted under the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Plan”). On September 2, 2025, the Company issued 200,000 shares of common stock to a service provider in exchange for the cancellation of amounts owed for legal services in the amount of $ 250,000 . On September 5, 2025, all remaining 1,875,795 shares of class A common stock were converted into 1,875,795 shares of common stock. On September 23, 2025, the Company issued an aggregate of 163,805,420 shares of common stock upon the exercise of pre-funded warrants issued on September 5, 2025 (see Warrants below). On 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 5, 2025. On November 17, 2025, the Company issued 4,000,000 shares of common stock to a service provider. On December 31, 2025, stockholders surrendered an aggregate of 909,621 shares of common stock to the Company for cancellation. On February 10, 2026, an aggregate of 840,000 shares of common stock were reissued these stockholders. On February 10, 2026, an aggregate of 840,000 shares of common stock were issued to stockholders who had previously surrendered restricted shares as described below. On February 10, 2026 and February 27, 2026, the Company issued an aggregate of 10,400,000 shares of common stock to service providers. During the nine months ended March 31, 2026, the Company issued an aggregate of 44,114 shares of common stock upon the cashless exercise of other warrants. During the nine months ended March 31, 2026, the Company issued an aggregate of 300,686 shares of common stock upon the exercise of warrants for proceeds of $ 370,288 . During the nine months ended March 31, 2026, the Company issued an aggregate of 1,871,681 shares of common stock upon the settlement of debt in the amount of $ 4,089,692 (see also Notes 14 and 15). During the nine months ended March 31, 2026, the Company issued an aggregate of 14,765,000 shares of common stock upon the grant of restricted stock awards under the 2022 Plan, as described in more detail below. During the nine months ended March 31, 2026, the Company issued an aggregate of 437,733 shares of common stock upon the vesting of restricted stock unit awards granted under the 2022 Plan. During the nine months ended March 31, 2026, the Company issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $ 26,399,778 and net proceeds of approximately $ 25,608,235 . As of March 31, 2026, there were 221,836,230 shares of common stock issued and outstanding. For the Nine Months Ended March 31, 2025 On October 30, 2024, 270,000 shares of class A common stock were converted into 270,000 shares of common stock. On January 2, 2025, 20,000 shares of common stock were issued under a separation agreement. 20 During the nine months ended March 31, 2025, the Company issued an aggregate of 127,162 shares of common stock upon the vesting of a restricted stock unit awards granted under the 2022 Plan. Stock Options No options were issued during the nine months ended March 31, 2026. During the nine months ended March 31, 2026, a holder exercised a stock option issued under the 2022 Plan on a cashless basis for 90,172 shares of common stock, resulting in the forfeiture of 29,828 options. In addition, an aggregate of 238,125 options were forfeited following termination of service. Warrants On September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of 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 common stock. On October 13, 2025, 5,000,000 of the pre-funded warrants were exercised on a cashless basis for 4,999,750 shares of common stock, resulting in the forfeiture of 250 pre-funded warrants. As of December 31, 2025, the Company has a remaining current liability of $ 6,195,000 for the unexercised pre-funded warrants. In 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 common stock to Maxim Group LLC and a five-year warrant to purchase 2,100,005 shares of 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. On September 5, 2025, the Company also issued to the Asset Manager (i) a five-year warrant to purchase 8,750,021 shares of 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 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. All 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 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. During the nine months ended March 31, 2026, an aggregate of 300,686 previously issued warrants were exercised for proceeds of $ 370,288 . In addition, an aggregate of 44,114 other warrants were exercised on a cashless basis, resulting in the forfeiture of 55,886 warrants. Restricted Stock Awards On July 1, 2025, the Company granted a restricted stock award under the 2022 Plan for 30,000 shares of common stock, which vested in full on the date of grant. 21 On July 21, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 100,000 shares of common stock, which vest based on certain revenue targets. On August 21, 2025, the Company granted a restricted stock award under the 2022 Plan for 725,000 shares of common stock, which vested in full on the date of grant. On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 360,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025. On September 5, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 120,000 shares of common stock, which vest monthly over one year commencing on October 5, 2025. On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 15,000 shares of common stock, which vested in full on the date of grant. On September 9, 2025, the Company granted a restricted stock award under the 2022 Plan for 20,000 shares of common stock, which vested in full on the date of grant. On October 6, 2025, the Company granted a restricted stock unit award under the 2022 Plan for 94,340 shares of common stock, which vest quarterly commencing on January 1, 2026. On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 4,000,000 shares of common stock, which vested in full on the date of grant. On October 13, 2025, the Company granted a restricted stock award under the 2022 Plan for 3,250,000 shares of common stock, which vested in full on the date of grant. On October 20, 2025, the Company granted two restricted stock awards for an aggregate of 300,000 shares of common stock, which vested in full on the date of grant. On November 17, 2025, the Company granted a restricted stock award under the 2022 Plan for 6,000,000 shares of common stock, which vested in full on the date of grant. On December 31, 2025, the Company entered into share surrender agreements with various holders, pursuant to which a total of 640,000 shares of previously-granted restricted awards were terminated and all shares granted pursuant thereto were surrendered to the Company for cancellation. Stock-based Compensation Total stock compensation expense was $ 760,088 and $ 229,965 for the three months ended March 31, 2026 and 2025, respectively, and was $ 8,601,771 and $ 561,767 for the nine months ended March 31, 2026 and 2025, respectively. In addition, $ 45,640,112 of warrants issued to consultants was recorded as an offset to equity as of March 31, 2026. As of March 31, 2026, total unrecognized stock compensation expense was $ 3,667,704 with the weighted average period over which it is expected to be recognized of 2.27 years. 17. 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, Nine Months Ended March 31, 2026 2025 2026 2025 Basic and Diluted Net Loss Per Share Numerator Allocation of undistributed loss ( 37,264,986 ) ( 809,354 ) ( 154,993,036 ) ( 2,670,469 ) Denominator Weighted average number of shares used in computation 216,012,859 8,370,273 212,256,389 8,164,342 Basic and diluted net loss per share ( 0.17 ) ( 0.10 ) ( 0.73 ) ( 0.33 ) 22 18. Segment Information Due 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. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, Tyler Hassen, who was appointed on March 16, 2026, who manages the Company as two discrete segments as well as on a consolidated basis, in conjunction with the Company’s General Manager, who is the former Chief Executive Officer , Clayton Adams. 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 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. The 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. Three Months Ended March 31, 2026 Nine Months Ended March 31, 2026 CleanCore Treasury Consolidated CleanCore Treasury Consolidated Revenue $ 543,694 - $ 543,694 $ 2,520,540 - 2,520,540 Gross Profit ( 419,259 ) - ( 419,259 ) 846,488 - 846,488 Loss from Operations ( 1,770,386 ) ( 17,209,483 ) ( 18,979,869 ) ( 22,383,133 ) ( 25,529,302 ) ( 47,912,435 ) Net Loss ( 3,842,776 ) ( 33,422,210 ) ( 37,264,986 ) ( 24,551,079 ) ( 130,441,957 ) ( 154,993,036 ) Total Assets $ 11,646,468 $ 55,742,549 $ 67,389,018 $ 11,646,468 $ 55,742,549 $ 67,389,018 19. 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 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. Retirement Plans The Company does not maintain a defined contribution plan or any other type of retirement plan for its employees. Leases The 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, 2026 and 2025, respectively, and $ 121,248 and $ 121,248 for the nine months ended March 31, 2026 and 2025, respectively. The following table discloses the lease cost, weighted average discount rate, and weighted average remaining lease term for operating leases for the nine months ended March 31, 2026 and 2025: March 31, 2026 March 31, 2025 Operating lease cost $ 121,248 $ 121,248 Remaining lease term 1.9 years 2.9 years Discount rate 6.56 % 6.56 % The discount rate was determined using the Company’s external debt and was adjusted for collateralization, term and lease amount. 23 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 December 31, 2025: Year Ended June 30, 2026 (remainder) $ 42,497 2027 171,407 2028 116,160 2029 - 2030 - Total undiscounted cash flows 330,064 Less amount representing interest ( 19,128 ) Present value of lease liabilities 310,936 Less current portion ( 155,490 ) Noncurrent lease liabilities $ 155,446 Asset Management Agreement Pursuant 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 common stock, cash, or Dogecoin and shall be pro-rated for partial periods. These agreements were terminated on February 27, 2026, with the final monthly payment paid on February 5, 2026. The Company transferred 70,000,000 Dogecoin tokens in relation to the termination of the agreements. Strategic Advisor Agreement On November 17, 2025, the Company entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant to which the Company engaged Dogecoin Ventures LLC to provide certain advisory services relating to the Company’s digital asset treasury business in exchange for, among other things, a monthly advisory fee of $ 83,333 . This agreement was terminated on February 27, 2026, with the final monthly payment paid on January 15, 2026. The Company paid $ 5,000,000 cash and issued 3,800,000 shares of common stock in relation to the termination of the agreement. 20. Subsequent Events Digital Asset Activity During the period between April 1, 2026 and May 18, 2026, the Company did not purchase or sell any units of Dogecoin. As of May 18, 2026, the Company’s digital asset fair value is $ 50,451,410 , representing an unrealized gain of $ 7,709,503 since March 31, 2026. Stock Issuances On April 1, 2026, the Company issued an aggregate of 22,627 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan. On April 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan. On May 5, 2026, the Company issued an aggregate of 40,000 shares of common stock upon the vesting of restricted stock units granted under the 2022 Plan. 24 ITEM 2. 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 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. Use of Terms 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; and ● 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. 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, 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. 25 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. Overview 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. On 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). As of February 27, 2026, all asset management agreements have been terminated but the Company maintains a portfolio of Dogecoin. See Note 11 for more information. Principal Factors Affecting the Financial Performance of our Cleaning Solutions Business The operating results for our cleaning solutions business 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 consumers; ● our ability to continue innovating our technology to meet consumer demand; ● industry demand and competition; and ● market conditions and our market position. 26 Principal Factors Affecting the Financial Performance of our Cryptocurrency Treasury Operations The operating results for our Treasury operations are primarily affected by the following factors: ● the market value of Dogecoin tokens; ● the trading volume of Dogecoin tokens; and ● investor understanding and willingness to purchase and use Dogecoin. Segments Due to the establishment of our digital asset treasury strategy on September 5, 2025, we now have 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 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. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, Tyler Hassen, who was appointed on March 16, 2026, who manages the Company as two discrete segments as well as on a consolidated basis, in conjunction with the Company’s General Manager, who is the former Chief Executive Officer, Clayton Adams. 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 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. 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. 27 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 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, 2026 and 2025 The following table sets forth key components of our results of operations for the three months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenue. Three Months Ended March 31, 2026 2025 Amount % of Revenue Amount % of Revenue Revenue, net $ 543,694 100.00 % $ 557,915 100.00 % Cost of sales 962,953 177.11 % 246,783 44.23 % Gross profit (loss) (419,259 ) (77.11 )% 311,132 55.77 % Operating expenses: General and administrative expense 18,397,855 3,383.86 % 968,264 173.55 % Advertising expense 101,175 18.61 % 19,743 3.54 % Depreciation and amortization expense 61,580 11.33 % 39,928 7.16 % Total operating expenses 18,560,610 3,413.80 % 1,027,935 184.25 % Loss from operations (18,979,869 ) (3,490.91 )% (716,803 ) (128.48 )% Other income (expense) Interest income (expense), net 72,522 13.34 % (92,551 ) 16.59 % Change in fair value of digital assets (18,356,437 ) (3,376.24 )% - - % Foreign exchange loss (1,202 ) 0.22 % - - % Total other income (expense) (18,285,117 ) (3,363.13 )% (92,551 ) 16.59 % Net loss $ (37,264,986 ) (6,854.04 )% (809,354 ) (145.07 )% Revenue . All of our revenue is generated by the CleanCore segment, which generates revenue from sales of our cleaning products. Our revenue decreased by $14,221, or 2.55%, to $543,694 for the three months ended March 31, 2026 from $557,915 for the three months ended March 31, 2025. The decrease is primarily due to lower sales in the US, offset by the addition of the Global entity. Cost of sales . Our cost of sales consists of raw materials, components, labor, demo expenses and warranty reserves. Our cost of sales increased by $716,170, or 290.20%, to $962,953 for the three months ended March 31, 2026 from [$246,783 for the three months ended March 31, 2025. As a percentage of revenue, cost of sales was 177.11% and 44.23% for the three months ended March 31, 2026 and 2026, respectively. The increase is the result of revaluating our inventory reserves to reflect slow-moving and outdated product. Gross profit . As a result of the foregoing, our gross profit decreased by $730,391 or (234.75)%, to a loss of $419,259 for the three months ended March 31, 2026 from a profit of $311,132 for the three months ended March 31, 2025. As a percentage of revenue, gross profit was (77.11)% and 55.77% for the three months ended March 31, 2026 and 2025, respectively. 28 General 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 $17,429,591, or 1,800.09%, to $18,397,855 for the three months ended March 31, 2026 from $968,264 for the three months ended March 31, 2025. As a percentage of revenue, our general and administrative expenses were 3,383.86% and 173.55% for the three months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $15,574,661 in professional and consulting fees, $863,085 in payroll and benefits related to an increase in headcount, $530,123 in stock compensation expense, and $438,962 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the three months ended March 31, 2026 were $1,770,116 and $16,627,739, respectively. Advertising expenses . 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 $81,432, or 412.46%, to $101,175 for the three months ended March 31, 2026 from $19,743 for the three months ended March 31, 2025. Such an increase was primarily due to the timing and strategy of outbound sales activity. As a percentage of revenue, our advertising expenses were 18.61% and 3.54% for the three months ended March 31, 2026 and 2026, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the three months ended March 31, 2025 were $68,175 and $33,000, respectively. Depreciation and amortization expense . Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $21,652, or 54.23%, to $61,580 for the three months ended March 31, 2026 from $39,928 for the three months ended March 31, 2025. As a percentage of revenue, depreciation and amortization expense was 11.33% and 7.16% for the three months ended March 31, 2026 and 2025, respectively. The increase in expense is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025. Total other income (expense) . We had $18,285,117 in total other expense, net, for the three months ended March 31, 2026, as compared to $92,551 for the three months ended March 31, 2025. Other expense, net, for the three months ended March 31, 2026 consisted of a decrease in fair value of digital assets held of $18,356,437, a foreign exchange loss of $1,202, offset by interest income, net, of $72,522, while other expense, net, for the three months ended March 31, 2025 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin. Net loss . As a result of the cumulative effect of the factors described above, we had a net loss of $37,264,986 for the three months ended March 31, 2026, as compared to a net loss of $809,354 for the three months ended March 31, 2025, an increase of $36,455,632, or 4,504.28%. Comparison of Nine Months Ended March 31, 2026 and 2025 The following table sets forth key components of our results of operations for the nine months ended March 31, 2026 and 2025, both in dollars and as a percentage of our revenue. Nine Months Ended March 31, 2026 2025 Amount % of Revenue Amount % of Revenue Revenue, net $ 2,520,540 100.00 % $ 1,180,083 100.00 % Cost of sales 1,674,052 66.42 % 621,441 52.66 % Gross profit 846,488 33.58 % 558,642 47.34 % Operating expenses: General and administrative expense 48,332,382 1,917.54 % 2,863,998 242.69 % Advertising expense 226,605 8.99 % 72,515 6.14 % Depreciation and amortization expense 199,936 7.93 % 119,678 10.14 % Total operating expenses 48,758,923 1,934.46 % 3,056,191 258.98 % Loss from operations (47,912,435 ) (1,900.88 )% (2,497,549 ) (211.64 )% Other income (expense) Interest expense, net (21,380 ) 0.85 % 172,920 14.65 % Change in fair value of digital assets (107,056,831 ) (4,247.38 )% - - Foreign exchange loss (2,390 ) 0.09 % - - Total other income (expense) (107,080,601 ) (4,248.32 )% 172,920 14.65 % Net loss $ (154,993,036 ) (6,149.20 )% $ (2,670,469 ) (226.30 )% 29 Revenue . Our revenue increased by $1,340,457, or 113.59%, to $2,520,540 for the nine months ended March 31, 2026 from $1,180,083 for the nine months ended March 31, 2025. The increase is primarily due to sales from a new customer, which generated revenue of $872,214 in the nine months ended March 31, 2026. Cost of sales . Our cost of sales increased by $1,052,611, or 169.38%, to $1,674,052 for the nine months ended March 31, 2026 from $621,441 for the nine months ended March 31, 2025. As a percentage of revenue, cost of sales was 66.42% and 52.66% for the nine months ended March 31, 2026 and 2025, respectively. The increase is the result of higher sales, offset by increased inventory reserves. Gross profit . As a result of the foregoing, our gross profit increased by $287,846, or 51.53%, to $846,488 for the nine months ended March 31, 2026 from $558,642 for the nine months ended March 31, 2025. As a percentage of revenue, gross profit was 33.58% and 47.34% for the nine months ended March 31, 2026 and 2025, respectively. General and administrative expenses . Our general and administrative expenses increased by $45,468,384, or 1,587.58%, to 48,332,382 for the nine months ended March 31, 2026 from $2,863,998 for the nine months ended March 31, 2025. As a percentage of revenue, our general and administrative expenses were 1,917.54% and 242.69% for the nine months ended March 31, 2026 and 2025, respectively. This increase was primarily due to increases of $34,237,296 in professional and consulting fees, $8,040,001 in stock compensation expense, $2,108,425 in payroll and benefits related to an increase in headcount, and $1,017,304 in insurance. On a segmented basis, general and administrative expenses for the CleanCore and Treasury segments for the nine months ended March 31, 2026 were $22,898,098 and $25,434,284, respectively. Advertising expenses . Our advertising expenses increased by $154,090, or 212.49%, to $226,605 for the nine months ended March 31, 2026 from $72,515 for the nine months ended March 31, 2025. Such an increase was primarily due to increased expenses related to crypto marketing, offset by lower marketing expenses for the CleanCore segment. As a percentage of revenue, our advertising expenses were 8.99% and 6.14% for the nine months ended March 31, 2026 and 2025, respectively. On a segmented basis, advertising expenses for the CleanCore and Treasury segments for the nine months ended March 31, 2026 were $130,087 and $96,518, respectively. Depreciation and amortization expense . Depreciation and amortization expense, all of which is generated by the CleanCore segment, increased by $80,258, or 67.06%, to $199,936 for the nine months ended March 31, 2026 from $119,678 for the nine months ended March 31, 2025. As a percentage of revenue, depreciation and amortization expense was 7.93% and 10.14% for the nine months ended March 31, 2026 and 2025, respectively. The increase is due to amortization expense associated with additional intangibles acquired with the asset acquisition of Sanzonate in April 2025. Total other income (expense) . We had $107,080,601 in total other expense, net, for the nine months ended March 31, 2026, as compared to $172,920 for the nine months ended March 31, 2025. Other expense, net, for the nine months ended March 31, 2026 consisted of a change in fair value of digital assets held of $107,056,831, interest expense, net, of $21,380, and a foreign exchange loss of $2,390, while other expense, net, for the nine months ended March 31, 2025 consisted entirely of interest expense. The increase in change in fair value of digital assets is driven by the adoption of our digital asset treasury strategy and a decrease in the fair value of Dogecoin. Net loss . As a result of the cumulative effect of the factors described above, we had a net loss of $154,993,036 for the nine months ended March 31, 2026, as compared to a net loss of $2,670,469 for the nine months ended March 31, 2025, an increase in loss of $152,322,567, or 6,149.20%. 30 Liquidity 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, 2026, we have financed our operations primarily through investor funding. As of March 31, 2026, we had cash and cash equivalents of $17,053,301, a net loss for the nine months ended March 31, 2026 of $154,993,036 and cash used in operating activities of $14,815,558. Despite 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. 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, 2026 and 2025. Nine months Ended March 31, 2026 2025 Net cash used in operating activities $ (14,815,558 ) (2,234,206 ) Net cash used in investing activities (130,277,992 ) (18,857 ) Net cash provided by financing activities 160,721,570 1,015,273 Effect of exchange rate changes on cash and cash equivalents (35,716 ) - Net increase (decrease) in cash 15,592,304 (1,237,790 ) Cash at beginning of period 1,460,997 2,016,611 Cash at end of period $ 17,053,301 778,821 Net cash used in operating activities was $14,815,558 for the nine months ended March 31, 2026, as compared to $2,234,206 for the nine months ended March 31, 2025. For the nine months ended March 31, 2026, our net loss of $154,993,036 and offset by a change in fair value of digital assets of $107,056,831, non-cash professional fees of $24,786,858 and stock-based compensation of $8,601,443, were the primary drivers of net cash used in operating activities. For the nine months ended March 31, 2025, our net loss of $2,670,469, offset by stock-based compensation of $561,767, were the primary drivers of net cash used in operating activities. Net cash used in investing activities was $130,277,992 for the nine months ended March 31, 2026, as compared to $18,857 for the nine months ended March 31, 2025. The net cash used in investing activities for the nine months ended March 31, 2026 consisted of net purchases of digital assets of $148,605,650 and purchases of property and equipment of $40,702, offset by the sale of digital assets of $18,368,360, while the net cash used in investing activities for the nine months ended March 31, 2025 consisted entirely of purchases of property and equipment. Net cash provided by financing activities was $160,721,570 for the nine months ended March 31, 2026, as compared to $1,015,273 for the nine months ended March 31, 2025. Net cash provided by financing activities for the nine months ended March 31, 2026 consisted of proceeds from the private placement described below of $137,907,255, proceeds from the Sales Agreement described below of $25,608,235 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 $1,078,967, funds provided for a note receivable of $1,000,000 and repayments of related party loans of $425,241. Net cash provided by financing activities for the nine months ended March 31, 2025 consisted of proceeds from a related party loan of $332,193, an advance on subscription of $1,000,000, offset by payments of notes payable of $316,920. 31 On 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 common stock. During the nine months ended March 31, 2026, we issued an aggregate of 8,579,273 shares of common stock under the Sales Agreement for gross proceeds of $26,399,778 and net proceeds of approximately $25,608,235. On September 5, 2025, we completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of 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, 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. Debt Please see Notes 14 and 15 to our unaudited condensed consolidated financial statements above for a description of the terms of our outstanding debt. Contractual Obligations Pursuant 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 common stock, cash, or Dogecoin and shall be pro-rated for partial periods. These agreements were terminated on February 27, 2026. On November 17, 2025, we entered into a strategic advisor agreement with Dogecoin Ventures LLC (which, for the avoidance of doubt, is not related to the Asset Manager), pursuant to which we engaged Dogecoin Ventures LLC to provide certain advisory services relating to our digital asset treasury business in exchange for, among other things, a monthly advisory fee of $83,333. This agreement was terminated on February 27, 2026. Our other principal commitments consist mostly of obligations under the loans described in Notes 14 and 15 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 19 to the unaudited condensed consolidated financial statements above. Other than the foregoing, at March 31, 2026, 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. 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. On a regular basis, we evaluate these estimates. 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 and Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Quarterly Report on Form 10-Q for the quarter ended March 30, 2026. 32 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure information required to be disclosed in our reports that we file or furnish pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate to allow for timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described in Item 9A “Controls and Procedures” of the Form 10-K, which we are still in the process of remediating as of March 31, 2026. Investors are directed to Item 9A of the Form 10-K for the description of these weaknesses. Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with United States generally accepted accounting principles. Changes in Internal Control over Financial Reporting We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes. Other than in connection with the remedial measures described below, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. As disclosed in the Form 10-K, our management has identified the steps necessary to address the material weaknesses, and in the third quarter of fiscal year 2026, we continued to implement the following remedial procedures. We are planning on implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including formalizing our processes and internal control documentation and strengthening supervisory reviews by our financial management and hiring additional qualified accounting and finance personnel and engaging financial consultants to enable the implementation of internal control over financial reporting and segregating duties amongst accounting and finance personnel. While we are implementing these measures, we cannot assure you that these efforts will remediate our material weaknesses and significant deficiencies in a timely manner, or at all, or prevent restatements of our financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our class B common stock may decline as a result. Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 33 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, we 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. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. ITEM 1A. RISK FACTORS. Not applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. We did not sell or issue any unregistered equity securities during the three months ended March 31, 2026 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter. We did not repurchase any shares of our common stock during the three months ended March 31, 2026. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. ITEM 5. OTHER INFORMATION. We have no information to disclose that was required to be disclosed in a report on Form 8-K during the three months ended March 31, 2026 but was not reported. There have been no material changes to the procedures by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed. None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2026. 34 ITEM 6. EXHIBITS. Exhibit No. Description of Exhibit 3.1 Amended and Restated Articles of Incorporation of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on November 7, 2025) 3.2 Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on October 10, 2023) 3.3 Amendment No. 1 to Bylaws of CleanCore Solutions, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 28, 2025) 10.1 Asset Management Agreement, dated September 5, 2025, among CleanCore Solutions, Inc., Dogecoin Ventures, Inc. and 21Shares US LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Commission on September 5, 2025) 10.2 Termination and Release Agreement among CleanCore Solutions, Inc, Dogecoin Ventures, Inc. and 21Shares US LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 10, 2026) 10.3 Executive Consulting Agreement, dated September 5, 2025, between CleanCore Solutions, Inc. and Marco Margiotta (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the Commission on September 5, 2025) 10.4 Termination and Release Agreement between CleanCore Solutions, Inc. and Marco Margiotta (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 10, 2026) 10.5 Employment Agreement between CleanCore Solutions, Inc. and Tyler Hassen (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2026) 10.6 Termination and Release Agreement between CleanCore Solutions, Inc. and Clayton Adams (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 20, 2026) 31.1* Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101* Inline XBRL Document Set for the unaudited condensed consolidated financial statements and accompanying notes included in this Quarterly Report on Form 10-Q 104* Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set * Filed herewith ** Furnished herewith 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 18, 2026 CLEANCORE SOLUTIONS, INC. /s/ Tyler Hassen Name: Tyler Hassen Title: Chief Executive Officer (Principal Executive Officer) /s/ David Enholm Name: David Enholm Title: Chief Financial Officer (Principal Financial and Accounting Officer) 36