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August 30, 2023
Matthew Atkinson
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 11, 2023
CIK No. 0001956741
Dear Matthew Atkinson:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Amendment on Form S-1 Filed 8/11/2023
Explanatory Note, page 1
1.We note that you have included two prospectuses in this registration statement. Please tell
us whether you intend to use both prospectuses concurrently in the same format as filed. If
so, please tell us how you will inform investors whether they will be investing in the
public offering by the company or in the resale offering.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 August 30, 2023 Page 2
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
August 30, 2023
Page 2
Risk Factors
We have historically depended on a limited number of third parties to supply key raw materials ,
page 15
2.We note the disclosure that you have historically purchased certain key raw materials,
such as chassis, generators, vacuum switches, and head sockets and other components
from a limited number of suppliers. Please enhance your disclosure to clarify whether you
have experienced any supply chain disruptions due to such reliance.
Private Placement, page 39
3.We note your revisions and correspondence in response to prior comment 4. We were
unable to locate your revision to clarify that the private placement concluded. We further
note you stated you "concluded" the private placement on December 31, 2023. We note
only 660,921 shares of class B common stock and 46,263 warrants to purchase class B
common stock have been issued out of the initial offered amount of 864,198 shares of
class B common stock. Please clarify if the private placement concluded on December 31,
2022.
Outstanding Equity Awards at Fiscal Year-End, page 56
4.Please update the information for your fiscal year ended June 30, 2023.
            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 Nicholas O'Leary at 202-551-4451 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.