CleanCore prices $100 million offering to fund AI infrastructure buildout

CleanCore Solutions priced a public offering of 400 million shares at $0.25 each plus warrants, raising approximately $100 million to fund AI infrastructure development including its Minnesota Project.

The Houston-based company, which trades on the NYSE American under the ticker ZONE, said it intends to use net proceeds primarily to fund AI critical infrastructure opportunities and for working capital and general corporate purposes, according to the Aug. 11 announcement.

Each share of common stock and accompanying warrant is offered at a combined price of $0.25. Pre-funded warrants carry an exercise price of $0.0001 per share. The accompanying warrants are immediately exercisable at $0.25 per share and expire five years from issuance. If all warrants are exercised in full, the company would receive an additional $100 million in gross proceeds. Curvature Securities LLC is acting as sole placement agent.

The offering represents a significant capital injection for CleanCore, which describes itself as building the critical infrastructure that powers the AI economy. The 400 million new shares will dilute existing shareholders substantially, though the capital will support the company's pipeline of compute capacity, power, and digital infrastructure projects. The offering is expected to close on or about Aug. 13.

The securities are being offered under a Form S-3 registration statement (File No. 333-289867) declared effective by the SEC on Aug. 29, 2025. The offering is made only by means of a prospectus supplement that forms part of the effective registration statement.

CleanCore's capital raise comes as AI infrastructure companies face intense demand for compute capacity and power from leading AI firms. The company's Minnesota Project represents a key growth initiative, though specific project details have not been fully disclosed.

The $100 million raise, combined with potential warrant proceeds, would give CleanCore substantial resources to pursue its infrastructure pipeline. However, the 400 million share offering at $0.25 per share reflects the company's current market positioning as a smaller player in the AI infrastructure space, competing against much larger data center and power developers.

The offering structure — combining common stock with pre-funded warrants and five-year warrants — gives investors flexibility while providing CleanCore with a potential second tranche of capital. The pre-funded warrants at $0.0001 exercise price effectively function as a share purchase at the offering price, while the accompanying warrants provide upside participation if the stock appreciates.

For existing shareholders, the dilution is substantial. The 400 million new shares represent a significant expansion of the company's share count. At $0.25 per share, the offering values the equity raise at a level that reflects the company's early-stage position in the AI infrastructure market.

The Minnesota Project, which the company has identified as a primary use of proceeds, is part of CleanCore's broader strategy to meet the increasing demand for compute capacity, power, and digital infrastructure required by leading AI companies. The company has described a growing pipeline of projects aimed at addressing this demand.

The offering is expected to close on or about Aug. 13, subject to customary closing conditions. Final terms will be disclosed in a prospectus supplement to be filed with the SEC.

This article is for informational purposes only and does not constitute investment advice.