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March 6, 2024
Douglas Moore
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed February 23, 2024
File No. 333-274928
Dear Douglas Moore:
            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.
Amendment No. 3 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Six Months Ended December 31, 2023 and 2022, page 35
1.We note your decrease in revenue of 56.79% was primarily due to decreases in the
volume of products sold to your largest customers, due to external factors that impacted
their number of purchases, offset by increases in product prices. We also note this
decrease was larger than the 35.2% first quarter decline in revenues. Please revise your
disclosure to fully describe in further detail the external factors that impacted the number
of purchases made by your largest customers. Please separately discuss your largest
customers. In this regard, for example, we note in your discussion of full year 2023
compared to full year 2022 a reference to the insolvency of a distributor that accounted for
10% of total revenue.

 FirstName LastNameDouglas Moore
 Comapany NameCleanCore Solutions, Inc.
 March 6, 2024 Page 2
 FirstName LastName
Douglas Moore
CleanCore Solutions, Inc.
March 6, 2024
Page 2
2.We note increases in product prices had a significant impact on gross margin, increasing
from 27.30% to 51.32%. Please revise your disclosure to discuss in further detail the
increase in prices given the significant impact. For example, identify the specific products
that experienced a price increase, the timing of the price increases, and the approximate
percentage of the price increases. In addition, please revise your disclosure to separately
quantify the impact to revenue from the decrease in volume versus the increase in prices.
3.You disclose, in part, for the six months ended December 31, 2023, our net loss of
$782,093 and a decrease in inventory of $91,874 [...] were the primary drivers of net cash
used in operating activities. We note, however, that inventory increased during that
period. Please correct your reference and also describe the reason for the increase in
inventory. In addition, we note inventory is almost 50% of total current assets and there is
greater than one year's worth of inventory based upon the amount of cost of sales for the
most recent interim period. Please discuss the approximate duration it will take you to use
the $506,248 in parts and $250,698 in finished goods as of December 31, 2023.
Principal Stockholders, page 63
4.We note your disclosure that Mr. Clayton Adams has the right to acquire 2,000,000 shares
of Class A Common Stock within 60 days through the exercise of vested stock options,
which would result in Mr. Adams owning 93.02% of the Class A Common Stock and
55.34% of total voting power in the company prior to the offering. Please revise your
disclosure throughout the registration statement to note that while Mr. Atkinson currently
owns 100% of the Class A Common Stock outstanding and will control approximately
64% of the total voting power of the company post-offering, Mr. Adams would control
approximately 63% of the company's Class A Common Stock and 54% of the voting
control of the company post-offering if he were to exercise his vested stock options.
            Please contact Jeanne Bennett at 202-551-3606 or Michael Fay at 202-551-3812 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 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.