Correspondence 0001213900-24-022999 from CleanCore Solutions, Inc. (ZONE)
CleanCore Solutions, Inc.
Date: March 15, 2024 · CIK: 0001956741 · Accession: 0001213900-24-022999
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274928
Referenced dates: March 14, 2024
Letter
E: lou@bevilacquapllc.com
T: 202.869.0888
W: bevilacquapllc.com
March 15, 2024
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
Michael Fay
Juan Grana
Lauren Nguyen
Re: CleanCore Solutions, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed March 8, 2024
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 March 14, 2024, 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.
Amendment No. 4 to Registration Statement on Form S-1
Risk Factors
Our major customers account for a significant portion of our revenue and the loss of any major customer could have a material adverse effect, page 15
1. We note your response to prior comment 1 and the revised disclosures. To provide additional context for the risks described in this risk factor, please revise to disclose the declines in your recent revenues due to the changes related to your larger customers for the six month period ended December 31, 2023. For example, you state elsewhere that one of your largest historical customers chose to manufacture their own units beginning at the start of fiscal year 2023, rather than purchasing your products.
Response: We have revised the Registration Statement in accordance with the Staff’s comment.
1050 Connecticut Ave., NW, Suite 500
Washington, DC 20036
PG. 2
March 15, 2024
If you would like to discuss any of our responses to the Staff’s comments or if you would like to discuss any other matters, please contact Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100), or Douglas Moore, at (804) 317-5898.
Sincerely,
By:
/s/ Louis A. Bevilacqua
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CORRESP 1 filename1.htm E: lou@bevilacquapllc.com T: 202.869.0888 W: bevilacquapllc.com March 15, 2024 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 Michael Fay Juan Grana Lauren Nguyen Re: CleanCore Solutions, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed March 8, 2024 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 March 14, 2024, 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. Amendment No. 4 to Registration Statement on Form S-1 Risk Factors Our major customers account for a significant portion of our revenue and the loss of any major customer could have a material adverse effect, page 15 1. We note your response to prior comment 1 and the revised disclosures. To provide additional context for the risks described in this risk factor, please revise to disclose the declines in your recent revenues due to the changes related to your larger customers for the six month period ended December 31, 2023. For example, you state elsewhere that one of your largest historical customers chose to manufacture their own units beginning at the start of fiscal year 2023, rather than purchasing your products. Response: We have revised the Registration Statement in accordance with the Staff’s comment. 1050 Connecticut Ave., NW, Suite 500 Washington, DC 20036 PG. 2 March 15, 2024 If you would like to discuss any of our responses to the Staff’s comments or if you would like to discuss any other matters, please contact Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100), or Douglas Moore, at (804) 317-5898. Sincerely, By: /s/ Louis A. Bevilacqua Louis A. Bevilacqua Bevilacqua PLLC cc: Douglas T. Moore, CleanCore Solutions, Inc.