Material Agreement (Form 8-K)

Item 1.01 Notice of Entry into a Material Definitive Agreement.

As previously reported, on April 1, 2024, CleanCore Solutions, Inc. (the "Company"), entered into a consulting agreement with Birddog Capital, LLC ("Birddog"), a limited liability company owned by Clayton Adams, the Company's Chief Executive Officer, pursuant to which the Company engaged Birddog to provide management services to the Company. Pursuant to the consulting agreement, the Company agreed to pay Birddog a monthly fee of $22,000 and reimburse Birddog for all pre-approved business expenses. In addition, the Company agreed to pay Birddog $175,000 upon completion of the Company's the initial public offering and grant Birddog 500,000 restricted stock units, with 250,000 shares vesting immediately and 250,000 shares vesting eighteen months after issuance. The Company did not make such payment or issue such shares upon completion of the initial public offering. The consulting agreement expires on October 23, 2025.

On June 11, 2025, the Company and Birddog entered into an amendment to the consulting agreement (the "Amendment"), pursuant to which the Company will pay Birddog a monthly fee of $22,000 and deferred expenses of up to $25,000. The Company also issued to Clayton Adams 500,000 restricted stock units, all of which are immediately vested as of the date of the Amendment, and agreed to pay Birddog $175,000, no earlier than August 1, 2025 and no later than December 31, 2025.

The foregoing summary of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document attached hereto as an exhibit, which is incorporated herein by reference.