SEC Comment Letter 0000000000-23-013535 to CleanCore Solutions, Inc. (ZONE)
CleanCore Solutions, Inc.
Date: Dec. 12, 2023 · CIK: 0001956741 · Accession: 0000000000-23-013535
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274928
Letter
United States securities and exchange commission logo December 12, 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 Registration Statement on Form S-1 Filed November 29, 2023 File No. 333-274928 Dear Matthew Atkinson: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our October 25, 2023, letter. Amendment No. 1 to Registration Statement on Form S-1 filed November 29, 2023 Cover Page 1.We note your response to prior comment 2 and we reissue in part. Please revise the public offering prospectus cover page to disclose the information on the resale offering. Prospectus Summary , page 1 2.We note your updated disclosures for the quarter ended September 30, 2023. Please revise your summary section to include balanced disclosures to disclose that you have incurred losses since your inception and continue to incur net losses. Please also update the related risk factors on page 13.
FirstName LastNameMatthew Atkinson Comapany NameCleanCore Solutions, Inc. December 12, 2023 Page 2 FirstName LastName Matthew Atkinson CleanCore Solutions, Inc. December 12, 2023 Page 2 Condensed Statement of Operations, page F-4 3. We note that the net loss per share for the current period does not agree with the net loss per share in Note 11 on page F-18. Please explain this difference to us and make any necessary revisions.
Statement of Stockholders' Equity (Deficit), page F-5 4. We note that the Class B common Stock amount at 9/30/23 does not agree with your balance sheet. Please make the necessary revisions.
Condensed Statements of Cash Flows, page F-6 5. We note that the net loss for the comparable period does not agree with the amount in your Statement of Operations. Please make the necessary revisions.
Please 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.
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United States securities and exchange commission logo
December 12, 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 Registration Statement on Form S-1
Filed November 29, 2023
File No. 333-274928
Dear Matthew Atkinson:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 25, 2023, letter.
Amendment No. 1 to Registration Statement on Form S-1 filed November 29, 2023
Cover Page
1.We note your response to prior comment 2 and we reissue in part. Please revise the public
offering prospectus cover page to disclose the information on the resale offering.
Prospectus Summary , page 1
2.We note your updated disclosures for the quarter ended September 30, 2023. Please revise
your summary section to include balanced disclosures to disclose that you have incurred
losses since your inception and continue to incur net losses. Please also update the related
risk factors on page 13.
FirstName LastNameMatthew Atkinson
Comapany NameCleanCore Solutions, Inc.
December 12, 2023 Page 2
FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
December 12, 2023
Page 2
Condensed Statement of Operations, page F-4
3.
We note that the net loss per share for the current period does not agree with the net loss
per share in Note 11 on page F-18. Please explain this difference to us and make any
necessary revisions.
Statement of Stockholders' Equity (Deficit), page F-5
4.
We note that the Class B common Stock amount at 9/30/23 does not agree with your
balance sheet. Please make the necessary revisions.
Condensed Statements of Cash Flows, page F-6
5.
We note that the net loss for the comparable period does not agree with the amount in
your Statement of Operations. Please make the necessary revisions.
Please 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.