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May 15, 2023
Matthew Atkinson
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 21, 2023
CIK No. 0001956741
Dear Matthew Atkinson:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 15, 2023 letter.
Amendment No. 1 to Draft Registration Statement
Dual Class Structure, page 2
1.We reissue comment 4 insofar as you did not address the potential dilution from the
expiration of any lock-up agreements.
Our Corporate History and Structure, page 2
2.We note your response to comment 5 with respect to your asset acquisition and reissue the
comment in part.  Please revise the third paragraph of your history to refer to each entity
by its proper name, and to clarify when CleanCore Technologies, LLC, became that
entity, as opposed to O-Z Tech.  Please further explain to us the legal and accounting

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 May 15, 2023 Page 2
 FirstName LastNameMatthew Atkinson
CleanCore Solutions, Inc.
May 15, 2023
Page 2
treatment of the transaction, including your statement that you have no subsidiaries.  Also
clarify in your response, and in the filing, whether and if so, to what extent, the three
entities whose assets you purchased were under common control at the time of the
acquisitions.  We note your response to comment 16, and your revised disclosure in
response to accounting comments 20 and 21. Based on your accounting disclosure, it
appears you should revise the document throughout to clarify when you are referring to
the registrant (since the date of the asset acquisition), and references to your predecessor
(for events that occurred prior to the asset acquisition), so that investors will not be
mistaken that you have a more extensive operating history.  We note as examples the
following:
•Mr. Hollst's summary on page 51, which states he has served as your Executive Vice
President since April 2019;
•On page 5, "We have experience in the cleaning industries” without qualification;
•On page 7, "We have historically depended on a limited number of suppliers;"
•On page 45, "For the year ended June 30, 2022, two customers, Por-Link and
Sanzonate, accounted for 62% of our revenue and 74% of our total accounts
receivable at year end;" and
•On page 58, "Since the beginning of our 2021 fiscal year."
These are only examples.  You should revise the entire filing, including when addressing
the financial results in Management's Discussion and Analysis and in the Business
section.
Use of Proceeds, page 29
3.We reissue comment 10 in part.  It does not appear you have revised your Business
section to clarify your strategy.  In addition, please revise this section to specify how you
used the proceeds of such indebtedness that you intend to pay off with the proceeds of this
offering.  Refer to Instruction 4 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Private Placement, page 39
4.Please revise the disclosure here and on page 73 to disclose the completion dates or clarify
if the private placement is ongoing.
Employees, page 48
5.Revise the summary to highlight that your Chief Executive Officer and President are not
full-time employees of the company.  Highlight the risks associated with their limited
participation in the day-to-day operations of the company.
Principal Stockholders, page 59
6.We note your response to comment 17.  Please revise to provide a separate column for the
seed stock prior to the offering.  Given the current presentation, the inclusion of the seed
in the Class A common stock totals a percentage of 120%.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 May 15, 2023 Page 3
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
May 15, 2023
Page 3
            You may contact Jeanne Bennett at (202) 551-3606 or Brian Cascio at (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Abby Adams at (202) 551-6902 or Lauren Nguyen at (202) 551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Louis A. Bevilacqua, Esq.