Correspondence 0001213900-23-090951 from CleanCore Solutions, Inc. (ZONE)
CleanCore Solutions, Inc.
Date: Nov. 29, 2023 · CIK: 0001956741 · Accession: 0001213900-23-090951
AI Filing Summary & Sentiment
File numbers found in text: 333-274928
Referenced dates: October 25, 2023
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CORRESP
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CleanCore Solutions, Inc.
5920 South 11th Circle, Suite 2
Omaha, NE 68137
November 29, 2023
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, DC. 20549
Attn: Jeanne Bennett
Brian Cascio
Nicholas O’Leary
Lauren Nguyen
Re: CleanCore Solutions, Inc.
Registration Statement on Form S-1
Filed October 10, 2023
File No. 333-274928
Ladies and Gentlemen:
We hereby submit the responses of CleanCore Solutions,
Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “SEC”) set forth in the Staff’s letter, dated October 25, 2023, providing the Staff’s comments
with respect to the Company’s Registration Statement on Form S-1 (as amended, the “Registration Statement”).
For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Registration Statement on Form S-1 filed October 10, 2023
Cover Page
1. Please provide us your legal analysis as to why you are not a “Controlled Company” pursuant
to NYSE listing rules. We note that you plan to apply to list your class B common stock on NYSE American. Specifically, address whether
50% of the voting power will be held by a single person, entity or group. We note your disclosure of voting power after this offering
on page 61.
Response: We have re-evaluated
our “Controlled Company” status pursuant to the Staff’s comment, and we have determined that we are a “Controlled
Company” pursuant to the NYSE listing rules. As a result, we have revised the Registration Statement to clarify that we will be
a “Controlled Company” throughout, and we have updated the risk factors accordingly.
Explanatory Note, page 1
2. We note your response to prior comment 1 and we reissue it. Please revise the resale prospectus cover
page to include the material information about the initial public offering and revise the public offering prospectus to disclose the information
on the selling shareholder offering.
Response: We have revised the
Registration Statement to include information about the initial public offering in the resale offering and to include information about
the resale prospectus in the initial public offering.
3. Please revise your Explanatory Note to clarify the following:
● whether the intent of including the resale offering is to meet the NYSE listing standards;
● whether the offerings are being conducted concurrently or whether the primary offering must close prior
to resale offering taking place; and
● the risks related to potential price volatility/depreciation for investors the primary offering as a result
of the resale being a large volume of shares and potentially at different pricing after the initial fixed price.
Response: The resale offering
is not included in order to meet the NYSE listing standards because such listing standards do not require that the shares are registered
in order to meet the public float requirement. These shares are being registered pursuant to our verbal agreements with these selling
stockholders. The initial public offering and resale offering will be concurrent in that the selling stockholders may commence selling
efforts at any time after the Registration Statement is declared effective. However, the closing of the initial public offering will not
occur until two (2) trading days after trading on NYSE American commences, which is expected to occur on the trading day following the
date that the Registration Statement is declared effective. We would also note that the shares offered in the resale offering are not
initially being sold at a different price from the shares being sold in the primary offering. Finally, we have revised the risk factors
to address the Staff’s comment regarding the resale of a large volume of shares.
Sincerely,
CleanCore Solutions, Inc.
By:
/s/ Matthew Atkinson
Matthew Atkinson
Chief Executive Officer
cc: Louis A. Bevilacqua, Esq.