CleanCore Solutions, Inc. 8-K

What Happened

• On July 2, 2026 CleanCore Solutions, Inc. (ZONE) entered into a Contribution Agreement, LLC Agreement and a Master Platform Agreement with HST Technologies, Inc. and a newly formed JV Company to form a joint venture to develop, operate and manage data centers for high‑performance computing, AI, cloud and related uses. The company announced the closing in a press release dated July 9, 2026 (Exhibit 99.1 to the 8‑K).

Key Details

• CleanCore will contribute up to $100,000,000 in cash over nine months after closing in exchange for a 99% capital interest; Platform Co (HST) contributes project assets and a platform license for a 1% capital interest and a 20% carried participation (after a preferred return to CleanCore).
• CleanCore will issue equity to Platform Co upon milestones valued at $60,000–$80,000 per MW (aggregate $30M–$40M for 500 MW); pricing is the lower of a reference price and 120‑day VWAP with a $0.90 floor.
• Platform Co will be paid $75,000 per month for platform services for 12 months beginning July 1, 2026, plus 1% of project EBITDA (capped at $10M/year); fees only payable if project EBITDA ≥ $1,250,000 per MW.
• The LLC contemplates aggregate capital commitments up to $2,000,000,000 (inclusive of the initial $100M); CleanCore controls funding timing and its sole exposure for non‑funding is potential dilution (no party can force funding or seek damages). Distributions return capital plus a 12% preferred return to CleanCore, then split 80% to CleanCore / 20% to Platform Co. CleanCore may buy out Platform Co’s carried interest annually beginning Jan 1, 2035 at fair market value. Platform Co is manager; major decisions require CleanCore approval and CleanCore can remove Platform Co for Cause.

Why It Matters

• This agreement commits CleanCore to be the predominant financial backer and majority owner of a data‑center platform focused on AI/HPC—an area with strong investor interest—potentially increasing capital needs (up to $2B total commitments) and operational exposure. The deal also includes recurring fees and equity issuance that could affect near‑term cash flows and share dilution. Governance terms give CleanCore major decision rights but outsource day‑to‑day management to HST under a fee and carried‑interest structure. The 8‑K includes forward‑looking statements and outlines typical project, financing and regulatory risks.