Item 1. Business
ITEM
1.
BUSINESS.
Overview
Zone
Frontier Inc., formerly CleanCore Solutions, Inc. (the “Company”, “we”, or “Zone”) is helping to build
the critical infrastructure that powers the AI economy. We aim to meet the increasing demand for compute capacity, power, and digital
infrastructure required by the world’s leading AI companies.
We
specialize in providing powered land and state-of-the-art data center facilities, in conjunction with our development partners, with a
goal to support over one gigawatt of computer power by 2030. With campuses being planned and developed across rural and industrial Texas
and Minnesota, Zone intends to continue to steadily expand its project portfolio across the United States while diversifying its customer,
development partner and supplier base over time. On June 8, 2026, the Company announced a new focus on building critical AI infrastructure
across the United States, led by its new CEO Tyler Hassen, and plans to move away from its cleaning products business and Dogecoin treasury
strategy.
During
the twelve months ended June 30, 2026, the Company operated three Segments:
●
CleanCore, which specializes in the development
and production of cleaning products that produce pure aqueous ozone using patented nanobubble technology that is highly effective in cleaning,
sanitizing, and deodorizing surfaces and high-touch areas
●
Treasury, established on September 5, 2025 when
the Company adopted a Digital Asset Trading strategy focused on Dogecoin as part of a $175 million private placement offering.
●
Critical AI Infrastructure, announced on June 8,
2026, focused on building data centers to meet the increasing compute needs of AI companies
The
CleanCore segment specializes in the development and production of cleaning products that produce pure aqueous ozone for professional,
industrial, or home use. We have patented nanobubble technology using aqueous ozone that we believe is highly effective in cleaning, sanitizing,
and deodorizing surfaces and high-touch areas. 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.
As
noted by the U.S. Environmental Protection Agency, or the EPA (“Wastewater Technology Fact Sheet: Ozone Disinfection,” September
1999), ozone has been used in water treatment facilities to remove pathogens from water for decades. However, ozone was not safe for traditional
cleaning because the gas alone can be harmful when inhaled. In recent years, ozone has been found to become a powerful cleaning solution
if infused into tap water, which then creates a solution called aqueous ozone. Once the ozone is added into the water, the resulting solution
is safe to handle, yet continues to hold the effective cleaning and oxidizing components of ozone.
Our
product offerings utilize patented technology that we believe produces an enhanced aqueous ozone solution that requires no additives,
filters, or advanced chemicals. We believe that we are the only company that has an aqueous ozone solution that is produced in the form
of nanobubbles. In a critical review from Environmental Science Nano (“Disinfection applications of ozone micro- and nanobubbles,”
November 2, 2021) authors Petroula Seridou and Nicolas Kalogerakis explain that since its discovery in the 1990’s, nanobubbles have
been used to remove pollutants in many industries, including biopharma and food processing. Nanobubbles are nanometer-sized (one billionth
of a meter) gaseous cavities in a liquid solution. The common micro sized bubbles have larger diameters which causes them to rise quickly
to the surface of an aqueous solution as compared to the smaller bubbles.
1
Since
nanobubbles have no natural buoyancy, they remain underwater, where each tiny, negatively charged bubble is attracted to positively charged
pollutants and harmful toxins. In the article, Seridou and Kalogerakis write about how this union causes the nanobubbles to release ozone
which extinguishes pathogens and slowly breaks down the cell walls of mold, germs, and other residues. Further, a smaller size of nanobubbles
is also more effective as they have a higher density of ozone and are able to provide a more thorough surface coverage, which destroys
a higher number of contaminants.
Our
pure aqueous ozone product is a natural cleaner, sanitizer, and deodorizer produced through the infusion of ozone into water using electricity.
The use of this ozone solution has been proven effective in eliminating germs, viruses, bacteria, allergens, and molds; and it performs
better than bleach according to a research report published by PLoS One (“The microbial killing capacity of aqueous and gaseous
ozone on different surfaces contaminated with dairy cattle manure,” May 14, 2018). Aqueous ozone technology has been tested and
previously destroyed pathogens including E. Coli, Staphylococcus, Listeria, and Salmonella as described in Catalyst journal (“Ozone
and Photocatalytic Processes for Pathogens Removal from Water: A Review,” January 5, 2019). The solution cleans hard surfaces, floors,
carpets, upholstery, and food contact surfaces.
In
addition, in an independent case study at Cape Coral Hospital in Florida, the aqueous ozone solution worked to significantly deodorize
smells. The same internal case study notes that the aqueous ozone does not mask smells, but instead destroys the bacterium causing the
smell.
Our
aqueous ozone solution is referred to as “pure” because of its ability to keep high concentration of ozone in the solution
without needing to use a stabilizer or additive. Depending on the product, the pure aqueous ozone solution contains between 0.5 to 1.5
parts per million, or ppm, of ozone for professional cleaning and up to 20 ppm of ozone for industrial cleaning. At these levels, we believe
the concentration of ozone within the solution is strong enough to effectively clean and deodorize better than bleach.
The
Treasury segment started on September 5, 2025, when 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”).
On
June 8, 2026, the Company announced plans to sell or dispose substantially all assets of the cleaning products business, including the
wholly owned Irish subsidiary, CleanCore Global Limited. The Company is in the process of selling this business unit but is not under
binding contract with any party as of September 28, 2026. The segment did not meet the criteria as Held for Sale as of June 30, 2026 and
is included in this Report.
On
July 9, 2026, the Company announced its first data center project. Located in West Texas, and with development platform provider HST Technologies,
Inc., the company’s plan projects the initial phase to supply 200-megawatts of critical IT utility load to tenants by early 2029,
with initial revenue expected in the first half of the calendar year 2028 as part of a phased approach. The project has the potential
to expand to more than 500-megawatts by 2030.
2
On
July 20, 2026, substantially all Dogecoin assets were sold. The proceeds will be used to fund the Company’s AI strategy.
On
July 29, 2026, the Company announced its second data center project, a 40-megawatt critical IT load campus located in Minnesota with a
fully executed tenancy agreement with Cerebras Systems, a leading AI compute company. The site is currently under construction, and the
Company expects to bring approximately at least 55-megawatts of utility power capacity and 40-megawatts of critical IT load fully online
by the end of the second calendar quarter of 2027. Revenue is expected to steadily increase in the first half of 2027. The initial contract
value is over $800 million dollars for a ten-year commitment with potential to reach over $3 billion dollars in aggregate revenue if two
ten-year extension options are exercised by Cerebras.
On
August 31, 2026, the Company changed its name from CleanCore Solutions Inc. to Zone Frontier Inc.
Corporate
History and Structure
We
were incorporated in the State of Nevada on August 23, 2022 under the name CC Acquisition Corp. for the sole purpose of acquiring substantially
all of the assets of CleanCore Solutions, LLC, a Delaware limited liability company, or CleanCore LLC, TetraClean Systems, LLC, a Delaware
limited liability company, or TetraClean, and Food Safety Technology L.L.C., a Delaware limited liability company, or Food Safety. On
November 21, 2022, we changed our name from CC Acquisition Corp. to CleanCore Solutions, Inc.
On
October 17, 2022, we entered into an asset purchase agreement with CleanCore LLC, TetraClean, Food Safety and Burlington Capital, LLC,
or Burlington, the majority owner of these entities, pursuant to which we acquired substantially all of the assets of CleanCore LLC, TetraClean
and Food Safety for a total purchase price of $5,000,000, consisting of $2,000,000 in cash and the issuance of a promissory note in the
principal amount of $3,000,000.
The predecessor of CleanCore LLC was CleanCore
Technologies, LLC, which was formed in 2014 and was wholly owned by Center Ridge Holdings, LLC. CleanCore LLC was formed in 2019 by Burlington
and Walker Water, LLC d/b/a O-Z Tech. In 2019, prior to the formation of CleanCore LLC, Center Ridge Holdings, LLC transferred substantially
all of the assets of CleanCore Technologies, LLC to Burlington, which then transferred such assets to CleanCore LLC. TetraClean and Food
Safety were created to focus on industrial and food safety, respectively. CleanCore LLC, TetraClean, and Food Safety were all under majority
control by Burlington prior to the acquisition by CC Acquisition Corp. All discussions in this report regarding our business prior to
the acquisition reflect the combined business of CleanCore LLC, TetraClean, and Food Safety, our predecessor companies. Prior to the acquisition,
we had no operations other than operations relating to our incorporation and organization. On January 29, 2025, we established CleanCore
Global as a wholly owned subsidiary in Ireland.
On
February 21, 2025, CleanCore Global entered into an asset purchase agreement, which was amended on April 15, 2025, with Sanzonate Europe
Ltd., an Irish incorporated company, or Sanzonate, and Sanzonate Global Inc., the majority stockholder of Sanzonate, pursuant to which
on April 15, 2025 CleanCore Global acquired substantially all of the assets of Sanzonate used in the manufacturer and distribution of
aqueous ozone products for an aggregate purchase price of $2,475,000, consisting of: (i) $425,000 in cash; (ii) the issuance of a promissory
note in the principal amount of $800,000; and (iii) up to $1,250,000 in Earn-Out Payments (as defined below). As additional consideration,
we issued to Sanzonate Global Inc. a five-year warrant to purchase 425,000 shares of our common stock at an exercise price of $1.25 per
share.
Sanzonate
is also entitled to receive the following payments (which we refer to as the Earn-Out Payments) to the extent that Net Sales (as defined
in the asset purchase agreement) achieve the following milestones during the five-year period beginning on the closing date and ending
on the fifth anniversary of the closing date. If Net Sales are at least (i) €2,000,000, CleanCore Global shall pay $200,000 to Sanzonate;
(ii) €4,000,000, CleanCore Global shall pay an additional $200,000 to Sanzonate; (iii) €6,000,000, CleanCore Global shall
pay an additional $200,000 to Sanzonate; (iv) €8,000,000, CleanCore Global shall pay an additional $200,000 to Sanzonate; (v) €10,000,000,
CleanCore Global shall pay an additional $200,000 to Sanzonate; and (vi) €12,000,000, CleanCore Global shall pay an additional $250,000
to Sanzonate.
3
As of the date of this report, CleanCore Global
is our only subsidiary. 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 10 for more information.
On June 8, 2026, the Company announced plans
to sell or dispose substantially all assets of the cleaning products business, including the wholly owned Irish subsidiary, CleanCore
Global Inc. The Company is in the process of selling this business unit but is not under binding contract with any party as of September
28, 2026. The segment did not meet the criteria as Held for Sale as of June 30, 2026 and is included in this Report.
On
June 8, 2026, the Company also announced a new focus on building AI Critical Infrastructure and plans to dispose of the Cleaning Products
business and digital asset treasury strategy. On July 9, 2026, the Company closed on its first data center campus, located in West Texas.
On July 23, 2026, a second campus acquisition, located in Minnesota, was completed.
On
August 31, 2026, the Company changed its name from CleanCore Solutions Inc. to Zone Frontier Inc.
Products,
Raw Materials, and Suppliers
We
build and manage data centers to power the AI economy. We specialize in bringing powered land and state-of-the-art data center facilities,
in conjunction with development partners, to support the growing need for compute to power the next generation of Artificial Intelligence.
During the twelve months ended June 30, 2026, we did not purchase any products or materials for the AI segment.
The
Company’s Cleaning Products business, offers products and solutions marketed for janitorial and sanitation, ice machine cleaning,
laundry, and industrial industries using patented aqueous ozone technology, that consist of wall-mounted and mobile units. The products,
components, and raw materials were sourced and assembled both domestically and overseas, and shipped from our facilities in Omaha, Nebraska
and Dublin, Ireland. While the Cleaning Products business uses a variety of vendors, it sources many of its finished products from one
vendor. The Company had a contingency plan in place to use other vendors, if necessary, which could result in production delays.
The
Company implemented strict quality control and inventory control systems and the manufacturing
operations were designed to allow low-cost production of a wide variety of products of different quantities, physical sizes and packaging
formats.
The
Treasury segment did not purchase any products or raw materials from suppliers in the twelve months ended June 30, 2026.
Sales,
Marketing, and Customers
The
Company markets itself to prospective tenants of its data centers through referrals and its website, in conjunction with targeted outreach
and public relations campaigns. The Minnesota campus is leased exclusively to one customer, Cerebras, in a binding ten year contract with
the option for two addition ten-year renewal periods. For other and future data center campuses, we may lease to one or more tenants.
The Company also markets itself to powered landowners and developers using its website.
The
Cleaning Products business sold most of its products through distributors and directly to end customers. For the year ended June 30, 2026,
two customers accounted for 27% and 16% of revenue, respectively, and
two customers accounted for 18% and 16% of all accounts receivable at June 30, 2026. For the year
ended June 30, 2025, two customers, accounted for 42% and 17% of revenue, and one customer accounted for 47% of all accounts receivable
at June 30, 2025.
The
Treasury segment’s assets were bought and sold on public exchanges and it did not enter into any direct sales to customers in the
twelve months ended June 30, 2026.
4
The
loss of any major customer could have a material adverse effect on our results of operations. See Item 1A “ Risk Factors—Risks
Related to Our Business and Industry—Our major customers account for a significant portion of our revenue and the loss of any major
customer could have a material adverse effect on our results of operations .”
Competition
The
AI Critical Infrastructure industry is evolving rapidly with many new competitors entering the market, in addition to several very large
and well capitalized established data center operators. Our competitors include many established BTC mining operators that are converting
large power footprints into AI data centers. Our ability to compete in the market is dependent upon finding suitable land and power, long-term
tenants, availability of key equipment, increasing demand for compute, adequate funding, public sentiment, and government regulation.
The
janitorial services industry is highly competitive and has many established, large and small global competitors. We compete against a
wide range of cleaning-focused businesses, some of which may be larger, have larger customer bases, greater brand recognition and operating
histories, a dominant or more secure position, broader geographic scope, volume, scale, resources, and more market share than we do, or
offer products and services we did not offer. Other competitors are smaller, younger, companies that may be more agile in responding quickly
to new products or changes in the market. The Company is in the process of selling this business unit but is not under binding contract
with any party as of September 28, 2026. The crypto currency market is highly competitive and subject to volatility relating to changing
investor sentiment, government regulation, and payment acceptance by the broader community. The Company exited this strategy on July 20,
2026.
Competitive
Strengths
We
believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
●
Contracted
anchor tenant at our flagship project. Our Minnesota project is supported by a multi-year colocation agreement with Cerebras
Systems, a leading AI compute company with a growing deployment footprint. Securing a creditworthy tenant prior to construction reduces
speculative development risk and anchors project-level financing. We believe our ability to attract and retain high-quality tenants is
central to the success of our AI infrastructure business.
●
$100 million
equity commitment. In August 2026, we raised $100 million through a public offering of common stock and warrants to fund
our equity commitment to the Minnesota project.
●
Power-first
site strategy in rural and industrial markets. We target sites where power availability, interconnection timing, and permitting
favor speed to market, rather than competing for constrained capacity in established data center hubs. Our Minnesota site benefits from
existing power capacity, which we believe shortens our path to delivery. We are evaluating additional sites in Texas, North Dakota, and
other states.
●
Aligned development
partners with local execution experience. We develop projects with experienced data center developers and operators under
structures that tie partner compensation to on-time, on-budget delivery, and that provide us with opportunities to partner on future projects.
Our Minnesota partner has a multi-year operating history in the local market, including established relationships with utilities, municipal
authorities, and contractors.
●
Management
team with capital allocation and multi-sector operating experience. Our leadership has experience in energy, infrastructure,
industrial manufacturing, and government service, which we believe enables disciplined capital allocation and efficient deployment of
invested capital into revenue-generating projects.
●
Public-company
platform. As an NYSE American-listed company, we have access to public equity and debt capital markets and the ability
to use our equity as currency for future site acquisitions and partnerships.
Growth
Strategies
The
key elements of our strategy to grow our business include:
●
Deliver our
flagship Minnesota project on schedule. Our 40-megawatt Minnesota project is under construction and is expected to be
delivered in phases beginning in the first calendar quarter of 2027, with revenue commencing upon customer acceptance of each phase. Successful
delivery of this project is our near-term priority and is intended to establish our operating track record, our relationship with our
anchor tenant, and our access to project-level debt financing.
5
●
Expand our
pipeline of power-enabled sites. We are evaluating additional data center campus opportunities in Texas, North
Dakota, and other states, prioritizing sites with available or near-term power capacity, favorable interconnection timelines, and constructive
permitting environments. We intend to advance the most attractive of these sites toward development as tenant demand and capital availability
permit.
●
Grow with our
tenants. We seek to structure customer agreements with expansion rights and to develop sites with capacity for additional
phases, so that we can grow our contracted capacity with existing tenants.
●
Scale through
development partnerships. We partner with established developers and operators with technical teams and local market expertise.
This allows us to enter new markets and pursue multiple projects concurrently while retaining a lean organization, and to align partner
economics with project delivery. We intend to pursue additional projects with existing partners and to add partners in new geographies.
●
Finance future
projects at the asset level. We intend to fund future projects through a combination of project-level equity, project-level
debt, corporate equity, and, where available, customer-funded milestone payments, with the goal of reducing our corporate equity contribution
per project and increasing the number of projects we can develop with a given capital base.
Research
and Development
For
the Cleaning business, we conduct research and development into specific product applications across our core janitorial and sanitation
product line, specifically aligning our direct sales and support strategy by evolving the existing product lines to capture new “real
time” testing evaluations.
Previously,
we conducted an adenosine triphosphate study on the Clemson University Core buildings to determine the cleaning effect of aqueous ozone
and our products.
Intellectual
Property
As
of June 30, 2026, we held 15 patents, including 10 in the United States, 1 in Mexico and 4 in Canada. These patents covered the functions
of our products that allow our machines to produce the ozone in the form of nanobubbles. Each of our United States patents are utility
patents, and were owned by us. We did not license any patents.
Patent Title
Patent
Number
Jurisdiction
Expiration
Year
Ozone Cleaning System
2680331
Canada
2028
Ozone Cleaning System
320909
Mexico
2028
Ozonated Liquid Dispensing Unit
10479683
United States
2028
Reaction Vessel for an Ozone Cleaning System
8075705
United States
2029
Aqueous Ozone Solution for Ozone Cleaning System
8071526
United States
2029
Aqueous Ozone Solution for Ozone Cleaning System
8735337
United States
2029
Ozonated Liquid Dispensing Unit
9174845
United States
2029
Ozone Cleaning System
9068149
United States
2030
Ozonated Liquid Dispensing Unit
9522348
United States
2030
System for Producing and Distributing an Ozonated
Fluid
2802307
Canada
2031
Ozonated Liquid Dispensing Unit
2802311
Canada
2031
Ozonated Liquid Dispensing Unit
2896332
Canada
2034
Method and Systems for Controlling Microorganisms
9670081
United States
2035
Apparatus for Generating Aqueous Ozone
11033647
United States
2039
Apparatus for Generating Aqueous Ozone
11660364
United States
2039
To
protect our intellectual property, we rely on a combination of laws and regulations, as well as contractual restrictions. We relied on
Federal patent laws to protect our intellectual property, including our patented technology. We also relied on the protection of laws
regarding unregistered copyrights for certain content we created and trade secret laws to protect our proprietary technology. To further
protect our intellectual property, we entered into confidentiality agreements with our executive officers and directors.
6
Employees
We
seek to attract and retain quality employees.
As
of June 30, 2026, we had 18 full time employees, 16 of whom were in the United States and
2 of whom were in Ireland. Sixteen employees were assigned to the Cleaning business, 2 to the AI business, and none to the Treasury business.
None of our employees are represented by labor unions, and we believe that we have an excellent relationship with our employees.
Government
Regulation
The
artificial intelligence and data center industry is rapidly evolving, and we may be subject to future regulations at the federal, state,
and local level. We believe we are in compliance with all government regulations as of June 30, 2026.
The
cleaning business is subject to regulation by multiple U.S. government agencies, including the EPA. Our EPA registration establishment
number was 090379-NE-001.We were also subject to regulation by the U.S. Food and Drug Administration, or the FDA, for the use of ozone
for water treatment as well as its use as an antimicrobial agent for the treatment, storage, and processing of foods.
The
application, interpretation, and enforcement of U.S. and foreign laws and regulations are often uncertain, particularly in the rapidly
evolving industry in which we operate and may be interpreted and applied inconsistently from country to country and inconsistently with
our current policies and practices. Any existing or new legislation applicable to our operations could expose us to substantial liability,
including significant expenses necessary to comply with such laws and regulations, to respond to regulatory inquiries or investigations,
and to defend individual or class litigation. These events could dampen growth in the use of the internet in general and cause us to divert
significant resources and funds to addressing these issues, and possibly require us to change our business practices.