Zone Frontier Inc., formerly CleanCore Solutions, Inc. (“the Company”, “we”, or “Zone”) is helping to build the critical infrastructure that powers the AI economy. We aim to meet the increasing demand for compute capacity, power, and digital infrastructure required by the world’s leading AI companies.

We specialize in providing powered land and facilities, in conjunction with our development partners, to support over one gigawatt of computer power by 2030. With campuses being developed across rural and industrial Minnesota and Texas, we expect to bring approximately 55 MW of utility power capacity and 40 MW of critical IT load online and revenue generating during the first calendar quarter of 2027.

We were incorporated in the State of Nevada on August 23, 2022 under the name CC Acquisition Corp. for the sole purpose of acquiring substantially all of the assets of CleanCore Solutions, LLC, a Delaware limited liability company. On November 21, 2022, we changed our name from CC Acquisition Corp. to CleanCore Solutions, Inc.

On October 17, 2022, we entered into an asset purchase agreement with CleanCore LLC, TetraClean, Food Safety and Burlington Capital, LLC, or Burlington, the majority owner of these entities, pursuant to which we acquired substantially all of the assets of CleanCore LLC, TetraClean and Food Safety for a total purchase price of $5,000,000, consisting of $2,000,000 in cash and the issuance of a promissory note in the principal amount of $3,000,000.

On January 29, 2025, we established CleanCore Global as a wholly owned subsidiary in Ireland. On February 21, 2025, CleanCore Global entered into an asset purchase agreement, with Sanzonate Europe Ltd., an Irish incorporated company, pursuant to which on April 15, 2025 CleanCore Global acquired substantially all of the assets of Sanzonate for an aggregate purchase price of $2,475,000, consisting of: (i) $425,000 in cash; (ii) the issuance of a promissory note in the principal amount of $800,000; and (iii) up to $1,250,000 in Earn-Out Payments. As additional consideration, we issued to Sanzonate Global Inc. a five-year warrant to purchase 425,000 shares of our common stock at an exercise price of $1.25 per share.

On September 5, 2025, we adopted a digital asset treasury strategy focused on Dogecoin and entered into a multiyear asset advisory management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC. As of February 27, 2026, all asset management agreements have been terminated and substantially all digital assets were sold on July 20, 2026.

On June 8, 2026, the Company announced a new focus on building critical AI infrastructure across the United States, led by newly hired CEO Tyler Hassen, and plans to move away from its cleaning products business and Dogecoin treasury strategy.

On June 8, 2026, the Company also announced plans to sell or dispose substantially all assets of the cleaning products business, including the wholly owned Irish subsidiary, CleanCore Global Inc. The Company is in the process of selling this business unit but is not under binding contract with any party as of September 28, 2026. The segment did not meet the criteria as Held for Sale as of June 30, 2026 and is included in this Report.

On July 9, 2026, the Company announced its first data center project. Located in West Texas, and with development platform provider HST Technologies, Inc., it is projected to supply an initial 200-megawatts of utility power by 2029, with potential to expand to more than 500-megawatts by 2030.

On July 29, 2026, the Company announced its second data center project, its flagship campus located in Minnesota. The site is already powered and under exclusive pre-leased occupancy with Cerebras Systems, a leading AI compute company. It is expected to generate revenue beginning in the first calendar quarter of 2027, offering 55-megawatts of utility power and 40-megawatts of critical load, once fully built out.

On August 31, 2026, the Company changed its name from CleanCore Solutions Inc. to Zone Frontier Inc.

As of June 30, 2026, the headquarters, principal address and records of the Company were located at 5920 South 118th Circle, Omaha, Nebraska. In July 2026, the Company moved its headquarters to 5718 Westheimer Road, Suite 1000, Houston, Texas 77057.

Liquidity

The Company has incurred losses and negative cash flows from operations. From October 17, 2022 (the date of the acquisition) through June 30, 2026, the Company has financed its operations primarily through investor funding. As of June 30, 2026, the Company had cash of $15,435,213. For the year ended June 30, 2026, the Company had a net loss of $174,160,864 and cash used in operating activities of $18,157,390. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, management is required to perform a two-step analysis over the Company’s ability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date the consolidated financial statements are issued. If management concludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.

On September 5, 2025, the Company completed an offering of pre-funded warrants to purchase an aggregate of 175,000,420 shares of common stock for aggregate gross proceeds of $175,000,420, of which $148,650,530 was paid in cash and $26,349,890 was paid in cryptocurrency. After deducting placement agent fees, reimbursed expenses, and other offering expenses from the total gross proceeds, including both cash and cryptocurrency gross proceeds, the Company received net proceeds of approximately $164,257,145. Of this amount, approximately $1,075,000 was used to pay off outstanding indebtedness and $4,400,000 was to be used for working capital and general corporate purposes, with the balance of the net proceeds used to acquire Dogecoin.

During the year ended June 30, 2026, the company sold an aggregate of 198,578,224 units of Dogecoin for net proceeds of $18,237,782 and transferred 70,000,000 units in exchange for $6,788,908 of professional services, resulting in a loss of $38,950,404, which is included in Change in Fair Value of Digital Assets on the Financial Statements (Note 10). The Company sold its remaining Dogecoin holdings on July 20, 2026 and allocated the cash proceeds to the AI Critical Infrastructure. As of June 30, 2026, none of our cash is classified as restricted.

On August 29, 2025, the Company entered into an amended and restated sales agreement (the “Prior Sales Agreement”) with Maxim Group LLC and Curvature Securities LLC (the “Prior Sales Agents”), which amended and restated that certain sales agreement, dated June 20, 2025, between the Company and Curvature Securities LLC in its entirety. Pursuant to the terms of the Prior Sales Agreement, the Company could, from time to time, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, issue and sell through or to the Prior Sales Agents up to a maximum aggregate amount of $1,150,000,000 of shares of common stock. During the year ended June 30, 2026, the Company issued an aggregate of 10,915,474 shares of common stock under the Prior Sales Agreement for gross proceeds of $28,111,924 and net proceeds of approximately $27,270,267. In May 2026, the Prior Sales Agreement was terminated, and the Company entered into a new sales agreement with Cantor Fitzgerald & Co. and Curvature Securities LLC (the “Sales Agent”), pursuant to which the Company may offer and sell shares of common stock from time to time through the Sales Agent, acting as agent for up to $750,000,000 of shares of common stock.

Despite the initial public offering described above, management believes that currently available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for 12 months from the date of issuance of these consolidated financial statements.

The Company will be dependent upon the raising of additional capital through equity and/or debt financing in order to implement its business plan and generate sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.