Current Report · 8-K
Zone Frontier Inc.
ZONENYSE_AMERICANEQUITYCurrent
Current Report
Item 1.01 Entry into a Material Definitive Agreement. On July 2, 2026, CleanCore Solutions, Inc., a Nevada corporation (the "Company" or "ZONE"), entered into a Contribution Agreement (the "Contribution Agreement"), a Limited Liability Company Agreement (the "LLC Agreement”), and a Master Platform Agreement (the “MPA" and, together with the Contribution Agreement and the LLC Agreement, the "Transa…
Filed Jul 9, 2026Accepted Jul 9, 2026, 4:30 PM EDTCIK 1956741Accession 0001213900-26-076740
Company context
CleanCore Solutions, Inc. (NYSE American: ZONE) is helping to build the critical infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies. The Company expects to operate under the name Zone Frontier Inc. upon effectiveness of the name change.
Current securities
Disclosure sections
Current reportSelect an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On July 2, 2026, CleanCore Solutions, Inc., a
Nevada corporation (the "Company" or "ZONE"), entered into a Contribution Agreement (the "Contribution Agreement"),
a Limited Liability Company Agreement (the "LLC Agreement”), and a Master Platform Agreement (the “MPA" and, together
with the Contribution Agreement and the LLC Agreement, the "Transaction Documents”) with HST Technologies, Inc., a Delaware
corporation (“Platform Co”), and a Delaware limited liability company (the “JV Company”) to form and capitalize
a joint venture for the purpose of developing, operating, and managing data center facilities for high-performance computing, artificial
intelligence, cloud, and related uses. The key economic and governance terms are summarized below.
Capital Structure. The Company will contribute
up to $100,000,000 in cash over nine months following closing in exchange for a 99% capital interest. The Company has sole discretion
over funding timing and its sole exposure for non-funding is potential dilution through a replacement financing mechanism. Platform Co
contributes project-specific assets and a platform license in exchange for a 1% capital interest and a 20% carried participation (after
a preferred return to the Company).
Equity Consideration. Upon specified delivery
milestones, the Company will issue Platform Co equity securities valued at $60,000 to $80,000 per MW ($30,000,000 to $40,000,000 in aggregate
for 500 MW). Pricing is the lower of a mutually agreed reference price and the 120-day VWAP, with a $0.90 floor.
Fees. Platform Co receives $75,000 per
month for platform services, for a twelve-month term beginning July 1, 2026, plus 1% of project EBITDA (capped at $10,000,000 per year,
with no fees payable unless the applicable project generates EBITDA of at least $1,250,000 per MW of capacity).
Additional Capital. The LLC Agreement contemplates
aggregate capital commitments of up to $2,000,000,000 (inclusive of the $100,000,000 initial contribution), called on an as-needed basis
per an agreed operating budget. The Company’s sole exposure for non-funding is dilution and no party may seek damages or compel
funding.
Governance. Platform Co is the manager.
Major Decisions require the Company’s approval. The Company may remove Platform Co for Cause.
Distributions. The Company receives return
of capital and a 12% preferred return before any profit split. Thereafter, 80% to the Company and 20% to Platform Co.
Buyout. From January 1, 2035, the Company
has an annual option to acquire Platform Co’s carried participation at fair market value.
The foregoing descriptions of the Contribution
Agreement, the LLC Agreement, and the MPA do not purport to be complete and are qualified in their entirety by reference to the full text
of such agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On July 9, 2026, the Company issued a press release
announcing the closing of the transactions contemplated by the Transaction Documents. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to,
statements regarding the anticipated benefits, timing, and completion of the transactions described herein, anticipated capital contributions
and commitments, and the expected financial and operational results of the joint venture. Forward-looking statements are based on current
expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those
expressed or implied. Factors that could cause actual results to differ include, among others: the ability of the parties to satisfy closing
conditions; the ability to obtain necessary governmental and third-party approvals; the availability and cost of financing; construction,
development, and permitting risks; market conditions for data center capacity; tenant demand and credit risk; utility and interconnection
delays; changes in laws, regulations, or government policies; and other factors described in the Company’s filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by
law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit Description
No.
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
10.1* Contribution Agreement, dated as of July 2, 2026, by and among JV Company, ZONE and Platform Co
10.2* Limited Liability Company Agreement of JV Company, dated as of July 2, 2026, by and between Platform Co and ZONE
10.3* Master Platform Agreement, dated as of July 2, 2026, by and among Platform Co, ZONE and JV Company
99.1 Press Release, dated July 9, 2026
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document).
The schedules to this Exhibit have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy
of all omitted exhibits and schedules upon its request.
Filed exhibits (1)
EX-99.1 (by filename) ea029747101ex99-1.htmEX-99.1
5
ea029747101ex99-1.htm
PRESS RELEASE, DATED JULY 9, 2026
Exhibit 99.1
CleanCore
Solutions (ZONE) Announces Closing of First Data Center Project,
Establishing its Critical Infrastructure Buildout for the AI Economy
Company
announces transaction for a 200-megawatt data center campus in West Texas with potential to expand to more than 500-megawatts
Alex
Spiro to continue as Chairman of the Board of Directors and Tyler Hassen appointed as Chief Executive Officer
OMAHA,
NEB, July 9, 2026 /PRNewswire/ - CleanCore Solutions, Inc. (NYSE American: ZONE) (“CleanCore” or the “Company”)
today announced it has closed a transaction for its first data center project in partnership with HST Technologies, Inc. ZONE will own
more than 95% of the project, providing capital and share promote economics with development platform provider, HST. The Company plans
to further expand its portfolio of AI infrastructure developments to support the growing demand for compute capacity and is excited about
partnering with a leading, experienced project developer.
“As
AI adoption increases rapidly and the demand for AI infrastructure continues to accelerate, we are actively focused on expanding …
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