SecProbe.io

CORRESP
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 CleanCore Solutions, Inc.

 5920 S 118th Circle

 Omaha, NE 68137

 August 27, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Juan Grana

 Re:
 CleanCore Solutions, Inc.

 Registration Statement on Form S-3 (File No. 333-289867)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, CleanCore Solutions, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement") and declare the Registration
Statement effective at 4:00 p.m. (Eastern Time) on Friday, August 29, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 CleanCore Solutions, Inc.

 By:
 /s/ Clayton Adams

 Clayton Adams

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Clayton Adams
Chief Executive Officer
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137

 Re: CleanCore Solutions, Inc.
 Draft Registration Statement on Form S-3
 Submitted August 12, 2025
 CIK No. 0001956741
Dear Clayton Adams:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Louis A. Bevilacqua, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 CleanCore Solutions, Inc.

 5920 S 118th Circle

 Omaha, NE 68137

 June 2, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Nicholas O'Leary

 Re: CleanCore Solutions, Inc.

 Registration Statement on Form S-3 (File No. 333-287241)

 Ladies and Gentlemen,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, CleanCore Solutions, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form S-3 (the "Registration Statement") and declare the Registration
Statement effective at 5:00 p.m. (Eastern Time) on Wednesday, June 4, 2025, or as soon thereafter as practicable.

 It would
be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua
PLLC at (202) 869-0888, ext. 100 .

 Respectfully,

 CleanCore Solutions, Inc.

 By:
 /s/ Clayton Adams

 Clayton Adams

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Clayton Adams
Chief Executive Officer
CleanCore Solutions, Inc.
5920 S 118th Circle
Omaha, NE 68137

 Re: CleanCore Solutions, Inc.
 Registration Statement on Form S-3
 Filed May 13, 2025
 File No. 333-287241
Dear Clayton Adams:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Mary Sheridan, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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CLEANCORE SOLUTIONS, INC.

5920 South 118th Circle, Suite
2

Omaha, NE 68137

April 23, 2024

VIA EDGAR

U.S. 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.

    Registration Statement on Form S-1

    File No. 333-274928

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), CleanCore Solutions, Inc. (the “Company”) respectfully requests that the Securities
and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) and declare such Registration Statement effective at 5:30 p.m., Eastern Standard Time, on Thursday, April 25, 2024,
or as soon thereafter as practicable.

Under separate cover, you will receive today a
letter from the representative of the underwriters of the proposed offering joining in the Company’s request for acceleration of
the effectiveness of the Registration Statement.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

    Very truly yours,

    CleanCore Solutions, Inc.

    By:
    /s/ Douglas
    T. Moore

    Douglas T. Moore

    Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

CORRESP
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April 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    CleanCore Solutions, Inc.

    Registration Statement on Form S-1

    File No. 333-274928

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), Boustead Securities, LLC, as representative of the underwriters
of the offering, hereby join the request of CleanCore Solutions, Inc. that the effective date of the above-referenced Registration Statement
on Form S-1 be declared effective at 5:30 p.m. (Washington, D.C. time) on April 25, 2024, or as soon thereafter as practicable, or at
such other time as the Company or its outside counsel, Bevilacqua PLLC, request by telephone that such Registration Statement be declared
effective.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well as “e-red”
copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that they
have complied with and will continue to comply with, and they have been informed or will be informed by participating dealers that they
have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with
the above-referenced issue.

    Sincerely,

    Boustead Securities, LLC

    By:
     /s/ Brinson Lingenfelter

    Name:
     Brinson Lingenfelter

    Title:
     Managing Director

CORRESP
1
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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.

United States securities and exchange commission logo
March 14, 2024
Douglas Moore
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed March 8, 2024
File No. 333-274928
Dear Douglas Moore:
            We have reviewed your amended registration statement and have the following comment.
            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 March 6, 2024 letter.
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.

 FirstName LastNameDouglas Moore
 Comapany NameCleanCore Solutions, Inc.
 March 14, 2024 Page 2
 FirstName LastName
Douglas Moore
CleanCore Solutions, Inc.
March 14, 2024
Page 2
            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.

CORRESP
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E:  Mmendel@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

March 8, 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. 3 to Registration Statement
on Form S-1

Filed February 23, 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 March 6, 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. 3 to Registration Statement on Form S-1 filed February
23, 2023

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.

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 8, 2024

 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.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

 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.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

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.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

    PG. 3

    March 8, 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 Mariya Mendel of Bevilacqua PLLC at (202) 571-4785, or Douglas
Moore, at (804) 317-5898.

    Sincerely,

    By:
    /s/ Mariya Mendel

    Mariya Mendel

    Bevilacqua PLLC

 cc: Douglas T. Moore, CleanCore Solutions, Inc.

Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
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.

CORRESP
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CleanCore Solutions, Inc.

5920 South 11th Circle, Suite 2

Omaha, NE 68137

January 9, 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

    Brian Cascio

    Nicholas O’Leary

    Lauren Nguyen

    Re:
    CleanCore Solutions, Inc.

    Amendment No.1 to Registration Statement on Form S-1

    Filed November 29, 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 December 12, 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.

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.

Response: We have revised the
public offering prospectus cover page to include information about the resale offering. The Company further advises the Staff that the
selling stockholders will not be using the underwriters for the initial public offering in connection with the resale of the shares to
be registered. In addition, the shares to be offered in the resale offering will consist of outstanding shares of Company’s class
B common stock held by the selling stockholders and will not be purchased by the selling stockholders in the initial public 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 risk factors on page 13.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

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.

Response: We have reconciled
the difference, and the number on Note 11 is correct. We have revised the Registration Statement in accordance with the Staff’s
comment.

Statement of Stockholders’ Equity (Deficit),
page F-5

 4. We note that the Class B common Stock amount at 9/30/2023 does not agree with your balance sheet. Please
make the necessary revisions.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

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.

Response: We have revised the
Registration Statement in accordance with the Staff’s comment.

    Sincerely,

    CleanCore Solutions, Inc.

    By:
    /s/ Matthew Atkinson

    Matthew Atkinson

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

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.

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.

United States securities and exchange commission logo
October 25, 2023
Matthew Atkinson
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Registration Statement on Form S-1
Filed October 10, 2023
File No. 333-274928
Dear Matthew Atkinson:
            We have reviewed your 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.
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 the 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.
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.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 October 25, 2023 Page 2
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
October 25, 2023
Page 2
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 the resale offering taking place; and
• the risks related to potential price volatility/depreciation for investors in
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.

CORRESP
1
filename1.htm

CleanCore Solutions, Inc.

5920 South 11th Circle, Suite 2

Omaha, NE 68137

October 10, 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

Abby Adams

Lauren Nguyen

Re: CleanCore Solutions, Inc.

Amendment No. 2 to

Draft Registration Statement on Form
S-1

Submitted August 11, 2023

CIK No. 0001956741

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 August 30, 2023, providing the Staff’s comments
with respect to the Company’s Amendment No. 2 to Draft 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. 2 to Draft Registration Statement submitted August
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.

Response: This is a single registration
statement that includes two prospectuses. Upon our filing of the final prospectuses, we will be filing the two, separate prospectuses:
one as a primary prospectus and one as a secondary prospectus.

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.

Response: We have revised the
Registration Statement to clarify that we have not experienced any such supply chain disruptions in the past, and
that we cannot guarantee that we will not experience any disruptions in the future.

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 your private placement concluded
on December 31, 2022.

Response: We have revised the
Registration Statement to clarify that 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.

Response: We have revised the
Registration Statement to include all outstanding equity awards as of June 30, 2023.

If you would like to discuss
any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at
(919) 213-0025 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

    Sincerely,

    CleanCore Solutions, Inc.

    By:
    /s/ Matthew Atkinson

    Matthew Atkinson

    Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

United States securities and exchange commission logo
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.

United States securities and exchange commission logo
May 15, 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
Draft Registration Statement on Form S-1
Submitted April 21, 2023
CIK No. 0001956741
Dear Matthew Atkinson:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 15, 2023 letter.
Amendment No. 1 to Draft Registration Statement
Dual Class Structure, page 2
1.We reissue comment 4 insofar as you did not address the potential dilution from the
expiration of any lock-up agreements.
Our Corporate History and Structure, page 2
2.We note your response to comment 5 with respect to your asset acquisition and reissue the
comment in part.  Please revise the third paragraph of your history to refer to each entity
by its proper name, and to clarify when CleanCore Technologies, LLC, became that
entity, as opposed to O-Z Tech.  Please further explain to us the legal and accounting

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 May 15, 2023 Page 2
 FirstName LastNameMatthew Atkinson
CleanCore Solutions, Inc.
May 15, 2023
Page 2
treatment of the transaction, including your statement that you have no subsidiaries.  Also
clarify in your response, and in the filing, whether and if so, to what extent, the three
entities whose assets you purchased were under common control at the time of the
acquisitions.  We note your response to comment 16, and your revised disclosure in
response to accounting comments 20 and 21. Based on your accounting disclosure, it
appears you should revise the document throughout to clarify when you are referring to
the registrant (since the date of the asset acquisition), and references to your predecessor
(for events that occurred prior to the asset acquisition), so that investors will not be
mistaken that you have a more extensive operating history.  We note as examples the
following:
•Mr. Hollst's summary on page 51, which states he has served as your Executive Vice
President since April 2019;
•On page 5, "We have experience in the cleaning industries” without qualification;
•On page 7, "We have historically depended on a limited number of suppliers;"
•On page 45, "For the year ended June 30, 2022, two customers, Por-Link and
Sanzonate, accounted for 62% of our revenue and 74% of our total accounts
receivable at year end;" and
•On page 58, "Since the beginning of our 2021 fiscal year."
These are only examples.  You should revise the entire filing, including when addressing
the financial results in Management's Discussion and Analysis and in the Business
section.
Use of Proceeds, page 29
3.We reissue comment 10 in part.  It does not appear you have revised your Business
section to clarify your strategy.  In addition, please revise this section to specify how you
used the proceeds of such indebtedness that you intend to pay off with the proceeds of this
offering.  Refer to Instruction 4 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Private Placement, page 39
4.Please revise the disclosure here and on page 73 to disclose the completion dates or clarify
if the private placement is ongoing.
Employees, page 48
5.Revise the summary to highlight that your Chief Executive Officer and President are not
full-time employees of the company.  Highlight the risks associated with their limited
participation in the day-to-day operations of the company.
Principal Stockholders, page 59
6.We note your response to comment 17.  Please revise to provide a separate column for the
seed stock prior to the offering.  Given the current presentation, the inclusion of the seed
in the Class A common stock totals a percentage of 120%.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 May 15, 2023 Page 3
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
May 15, 2023
Page 3
            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 Abby Adams at (202) 551-6902 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.

United States securities and exchange commission logo
March 15, 2023
Matthew Atkinson
Chief Executive Officer
CleanCore Solutions, Inc.
5920 South 118th Circle, Suite 2
Omaha, NE 68137
Re:CleanCore Solutions, Inc.
Draft Registration Statement on Form S-1
Submitted February 15, 2023
CIK No. 0001956741
Dear Matthew Atkinson:
            We have reviewed your 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 on Form S-1 submitted February 15, 2023
Cover Page
1.Please revise the cover page to include the amount of voting power the controlling
stockholders will own following the completion of the offering, whether you will be a
"controlled company" under exchange listing rules and, if so, whether you intend to rely
on any exemptions from the corporate governance requirements that are available to
controlled companies.

2.Revise the cover page to disclose that, in addition to the 15% over-allotment option, you
will grant the representative of the underwriters "warrants to purchase up to a total number
of shares of class B common stock equal to 7% of the total number of shares sold in this

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 March 15, 2023 Page 2
 FirstName LastNameMatthew Atkinson
CleanCore Solutions, Inc.
March 15, 2023
Page 2
offering at an exercise price equal to 100% of the initial public offering price of the shares
sold in this offering," as disclosed on page 9.
Industry and Market Data, page ii
3.Investors are entitled to rely on the disclosure you choose to include in your document.
Revise to eliminate the inappropriate disclaimers included in the caveats in this section.
In addition, please revise to clarify the "same qualifications and additional uncertainties"
that you believe apply to forward-looking statements obtained from third-party sources
and how investors would identify those statements.
Our Corporate History and Structure, page 2
4.Revise this section of the summary to address your dual class structure.  In doing so,
please disclose the following:

•Describe the beneficial ownership and voting power held by the two Class A
shareholders after the offering and the percentage of outstanding shares that they
must retain to continue to control the outcome of matters submitted to shareholders
for approval, including the election of directors, amendments to the charter or bylaws,
and approval of major corporate transactions, such as a change in control, merger,
consolidation or sale of assets.
•Disclose that the disparate voting rights may have anti-takeover effects preventing a
change in control transactions that the Class B shareholders might otherwise consider
to be in their best interest.
•Disclose that future issuances of convertible debt or Class A shares may be dilutive to
the Class B shareholders.
•Disclose that debt security holders, other lenders, preferred shareholders, and Class A
stockholders will be superior to Class B shareholders in the event of bankruptcy or
liquidation, as discussed in the risk factor on page 24.  Also address the priorities of
preferred stock and Class A shareholders with respect to any dividends or liquidating
distributions.
•Clarify the "certain exceptions" under which a transfer of Class A common stock may
continue to be held as Class A common stock, as indicated on page 8.
•Address the lock-up agreements and their impact, as discussed in the risk factor on
page 24.
5.Revise to clarify your corporate history.  Here you state you acquired the assets of three
listed entities, but your predecessor is listed as a fourth entity, CleanCore Technologies,
LLC, which was wholly-owned by a fifth entity, Center Ridge Holdings LLC.  It is
unclear whether this description agrees with that in Note 1 on page F-7, which states that
"prior to such acquisition, the Company was majority owned by the same parent company,
Burlington Solutions, LLC ("Parent")."  It is unclear to which "Company" this sentence
refers, but it appears to be CleanCore Solutions LLC, which was owned by Burlington and
Walker Water.  Please clarify and provide a diagram of the structure before and after your

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 March 15, 2023 Page 3
 FirstName LastNameMatthew Atkinson
CleanCore Solutions, Inc.
March 15, 2023
Page 3
asset acquisition, including ownership percentages and the form of business organization
of any entity with an ownership interest.
Impact of the Coronavirus Pandemic, page 5
6.Please revise this section to reflect the current status of the pandemic, the negative impact
it is currently having on your company and the anticipated potential impact.  We note the
risk factor disclosure on page 6, in the fourth bullet point, regarding the ongoing negative
impact of the pandemic.
Our Risks and Challenges, page 6
7.Please revise the risk factors summary here to clarify how those listed are unique to your
company.  Also, please revise to highlight the risks related to your status as a controlled
company and the imbalance in voting control compared to economic investment.
8.Revise the summary risk factors to specifically address the anti-takover provisions in your
charter documents and under Nevada law, and provide a cross-reference to the risk factor
on pages 25-26.
Risks Related to Our Business and Industry, page 13
9.Although disclosure of generic risks is discouraged, to the extent any risk factor including
in your prospectus could involve any registrant or any offering, revise this section to
include all such risk factors at the end, under the caption “General Risk Factors.” Refer
to Item 3 of form S-1 and 105(a) of Regulation S-K and Section II.D. of Release No. 33-
10825, “Modernization of Regulation S-K Items 101, 103, and 105” (Oct. 8, 2020).
Otherwise, please revise the risk factors to tailor them to your business.  We note the
following risk factors as some examples:  "We face significant competition," "Increased
prices for raw materials could increase our cost of sales . . . ," "If commodity prices such
as fuel, plastic and steel increase, our margins may be negatively impacted," and "Security
threats, such as ransomware attacks . . .".
Use of Proceeds, page 29
10.Revise your business section to clarify how the use of proceeds stated here fits with your
current business plan.  In addition, please revise the use of proceeds to clarify whether any
material part of the proceeds is to be used to discharge indebtedness.  If so, please provide
the disclosure required by Instruction 4 to Item 504 of Regulation S-K.
Overview, page 41
11.Revise the graphics on page 42 so the font is large enough and of a high enough resolution
to be legible.  In the table, revise to provide a date for the cited study.  Below the table,
revise to remove the seals and trademarks from the government agencies included under
the graphics to avoid the implication that your products are endorsed by those agencies.
Revise to clarify the meaning of any trademarks you retain and otherwise explain why you

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 March 15, 2023 Page 4
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
March 15, 2023
Page 4
have included the graphics.  For example, you provided a symbol representing that your
product is "Cleanseal Approved," but do not explain it in the text.  To the extent you retain
the language, clarify what you mean by "recognized" by each of the EPA, FDA and
USDA.  Finally, please revise to explain the "GRAS" abbreviation.
Customers, page 45
12.We note your reliance on two customers, Pro-Link and Sanzonate, for 62% of your
revenue for the year ended June 20, 2022, and that you do not have any "long-term
contract" with any customer.  Please clarify if you maintain any contracts with these or
any major customers on which you depend.  Refer to Item 101(h)(4)(vi) of Regulation S-
K.  To the extent you have any contracts with customers on which you are substantially
dependent, revise this section to summarize the material terms of those contracts, and file
the contracts as exhibits.  Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
Intellectual Property, page 47
13.Please revise your intellectual property disclosure to clearly describe on an individual or
patent family basis the type of patent protection granted for each product, the expiration
year of each patent held, and the jurisdiction of each patent.  Please clearly distinguish
between owned patents and patents in-licensed from third parties.  In this regard it may be
useful to provide tabular disclosure.
Employees, page 48
14.Clarify if your full-time employees include any of your executive officers.
Management, page 50
15.When describing Mr. Adams' experience, please disclose the industry in which Carson
Enterprises operates.
Executive Compensation, page 55
16.In your next filing, provide the information required by Item 402(m) and the table
required by Item 402(n) of Regulation S-K for the full fiscal year, for the covered persons
who received any compensation during any part of the fiscal year.  Refer to Item
402(m)(3) of Regulation S-K.
Principal Stockholders, page 59
17.Please clarify why you have included the Bethor Limited shares that will convert upon
completion of the offering as outstanding prior to completion of the offering.  Please
revise the summary to disclose the holdings and voting power of Bethor Limited and its
beneficial owner in addition to Mr. Adams and Mr. Atkinson.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 March 15, 2023 Page 5
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
March 15, 2023
Page 5
Financial Statements
Note 2. Revenue Recognition, page F-10
18.Please tell us your consideration of disclosures related to the disaggregation of revenue
required by ASC 606-10-50-5 to 50-7 and information about your products required by
ASC 280-10-50-40. We note the disclosures on page 43 about your products.

Note 4. Fair Value Measurements, page F-11
19.Please revise to disclose the fair value hierarchy for each of your assets and liabilities that
are measured at fair value under ASC 820.

Note 10. Subsequent Events, page F-13
20.
Please revise to clearly disclose the accounting for the acquisition of substantially all of
the assets of CleanCore, TetraClean, and Food Safety by CleanCore Solutions, Inc. on
October 17, 2022. Refer to the requirements of ASC 805. In addition, clarify your
consideration of Rule 3-05 of Regulation S-X related to these acquisitions.

21.Please explain to us why the acquisitions of CleanCore, TetraClean, and Food Safety by
CleanCore Solutions, Inc. on October 17, 2022 are reflected in your financial statements
at June 30, 2022 and 2021.

General
22.We note that this offering appears to be a firm commitment underwritten offering.  We
further note your disclosure that if all the shares are not sold at the initial offering price,
the representative may change the offering price and other selling terms. Please tell us
how you would inform investors of changes to the offering and the filings(s) you intend
on making in such circumstances.  As necessary, please also revise your filing to address
whether the amount of proceeds from this offering may be impacted.  When available,
please file the underwriting agreement as an exhibit to your registration statement for
review.
23.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.

 FirstName LastNameMatthew Atkinson
 Comapany NameCleanCore Solutions, Inc.
 March 15, 2023 Page 6
 FirstName LastName
Matthew Atkinson
CleanCore Solutions, Inc.
March 15, 2023
Page 6
            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 Abby Adams at (202) 551-6902 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.