CleanCore Solutions Inc-B美股招股说明书(2026-08-10版)

Shares of Common StockPre-Funded Warrants to Purchase Shares of Common StockShares of Common Stock Underlying Pre-Funded WarrantsWarrants to Purchase Shares of Common StockShares of Common Stock Underlying Warrants We are offeringshares of common stock, par value $0.0001 per share (“Common Stock”), and warrants to purchase up tosharesof Common Stock (“Investor Warrants”) in this offering. Each share of Common Stock is being sold at a price of $. EachInvestor Warrant will be exercisable for one share of Common Stock at an exercise price of $per share, will be exercisable onthe initial exercise date, and will expire five years from the initial exercise date. We are also offering to each purchaser whose purchase of shares of our Common Stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder,9.99%) of our outstanding shares of Common Stock immediately following consummation of this offering, the opportunity topurchase, if the purchaser so chooses,pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) inlieu of shares of Common Stock. Each Pre-Funded Warrant will be exercisable for one share of our Common Stock. The purchaseprice of each Pre-Funded Warrant will equal to the price per share of Common Stock being sold to the public in this offering, minus$0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will not be listed onthe NYSE American LLC (the “NYSE American”) and are not expected to trade in any market; however, we anticipate that the sharesof Common Stock to be issued upon exercise of the Pre-Funded Warrants will trade on the NYSE American. We are also registeringthe shares of Common Stock issuable upon exercise of the Investor Warrants and the Pre-Funded Warrants pursuant to this prospectussupplement. Our Common Stock is listed on the NYSE American under the symbol “ZONE”. On August, 2026, the last reported sale price ofour Common Stock on the NYSE American was $. We have retained Curvature Securities LLC (“Curvature” or the “Placement Agent”) to act as our sole placement agent in connectionwith the securities offered by this prospectus supplement and the accompanying prospectus. The Placement Agent has no obligation tobuy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We haveagreed to pay the Placement Agent and our capital markets advisor the fees set forth in the table below, which assumes that we sell allof the securities we are offering. See “Plan of Distribution” beginning on page S-14 of this prospectus supplement for moreinformation regarding these arrangements. Our base prospectus indicated that we were, at that time of filing the base prospectus, subject to General Instruction I.B.6 of Form S-3,which limited the amount that we were able to sell under the registration statement of which the base prospectus forms a part. As ofAugust 3, 2026, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $79,629,825,which exceeds $75,000,000. As such, we are no longer subject to the offering limitations imposed by General Instruction I.B.6 ofForm S-3 as of the date of this prospectus supplement. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-7, and any applicableprospectus supplement, and under similar headings in the other documents that are incorporated by reference into thisprospectus, to read about factors you should consider before you make an investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. There is no arrangement for funds to be received in escrow, trust, or similar arrangement. Offering PricePlacement Agent and Capital Markets Advisor Fees (1) (1)We have agreed to pay an aggregate cash fee to the Placement Agent and our capital markets advisor equal to 8.0% of theaggregate gross proceeds raised in this offering. See “Plan of Distribution” beginning on page S-14 of this prospectus supplementfor additional information regarding compensation paid to the Placement Agent and to a capital markets advisor. We expect that delivery of the shares of Common Stock being offered pursuant to this prospectus supplement and the accompanyingbase prospectus will be made on or about August, 2026, subject to satisfaction of customary closing conditions. Sole Placement Agent Curvature The date of this Prospectus is , 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENTPageAbout this Prospectus SupplementS-iiCautionary Note Regarding Forward-Looking StatementsS-iiiProspectus Supplement SummaryS-1The Offerin