Zone Frontier Inc.

DEF 14A 1 ea0239266-def14a_cleancore.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

April 23, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of CleanCore Solutions, Inc. (“we,” “us,” “our” or the “Company”) that will be held on June 5, 2025 at 3:00 p.m. Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Annual Meeting in a virtual format via live webcast at https://stctransfer.zoom.us/webinar/register/WN_iEioNiFQQcyL0c6uW6Ilrg.

Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting of Stockholders and the Proxy Statement. The Proxy Statement was first sent or given to our stockholders on or about April 30, 2025. You should have also received a proxy card or voting instruction form and postage-paid return envelope, which are being solicited on behalf of our Board of Directors.

After reading the Notice of Annual Meeting of Stockholders and the Proxy Statement, please mark your votes on the accompanying proxy card or voting instruction form, sign it and promptly return it in the accompanying postage-paid envelope or by fax or email. You may also vote by Internet as instructed in the Proxy Statement or on the proxy card or voting instruction form. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. Returning the proxy card or voting instruction form or voting by Internet does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Thank you for your ongoing support.

Sincerely yours,

/s/ Clayton Adams

Clayton Adams

Chairman and CEO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 5, 2025

To the Stockholders of CleanCore Solutions, Inc. –

NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the “Annual Meeting”) of CleanCore Solutions, Inc. (“we,” “us,” “our” or the “Company”) will be held on June 5, 2025 at 3:00 p.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting conducted via live webcast. The purpose of the Annual Meeting will be the following:

The foregoing items of business are more fully described in the proxy statement accompanying this notice. The proxy statement provides a detailed description of the business to be conducted at the Annual Meeting and we urge you to read the proxy statement, including the appendices, carefully and in their entirety.

Only stockholders of the Company as of the close of business on April 22, 2025 (the “Record Date”) and their proxies are entitled to notice of, to attend and/or to vote at the Annual Meeting and any postponements, adjournments or continuations thereof.

All stockholders as of the Record Date are cordially invited to attend the Annual Meeting. You are urged to vote even if you sold your shares after the Record Date. You may vote over the Internet or by completing a proxy card or voting instruction form and returning it in accordance with the instructions therein. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.

Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.

PROXY STATEMENT

The board of directors of CleanCore Solutions, Inc. (“we,” “us,” “our” or the “Company”), is soliciting proxies to be used at our Annual Meeting of Stockholders to be held solely via live webcast on June 5, 2025 at 3:00 p.m. Eastern Time and for any postponement, adjournment or continuation thereof (the “Annual Meeting”). To access the live webcast, go to https://stctransfer.zoom.us/webinar/register/WN_iEioNiFQQcyL0c6uW6Ilrg.

This proxy statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.

We are mailing this proxy statement to our stockholders of record as of April 22, 2025 (the “Record Date”) on or about April 30, 2025. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 so that our record holders can supply these materials to the beneficial owners of our shares as of the Record Date. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 is also available in the Investor Relations section of our website, located at https://investors.cleancoresol.com (our “IR site”), under the link for “SEC Filings.” Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.

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