CleanCore closes $100 million offering for Minnesota AI pivot

CleanCore issued 275,829,576 offering shares in a stock offering that closed Aug. 12. The offering generated approximately $100 million in gross proceeds. The prospectus estimates net proceeds at about $92 million. The offering included an $8 million placement and advisory fee. Common shares outstanding rose from 226,260,684 to 502,090,260. The increase represents 121.9% dilution. CleanCore sold substantially all 463 million DOGE on July 20. The sale generated about $33.4 million for the AI infrastructure segment. CleanCore has up to $500 million in commitments for the Minnesota joint venture. The venture has an initial budget of $479 million. The filing scheduled an initial $40 million contribution. The disclosures did not document those payments. CleanCore later reported about $140 million in project equity that was funded or committed. The disclosures did not reconcile that figure. Pre-funded warrants cover 124,170,424 shares. Investor warrants cover up to 400 million shares. Exercising all offering warrants could raise the offering-only share count to 1,026,260,684 shares. That scenario remains conditional and is not a company-wide fully diluted count. The pre-funded warrants have a $0.0001 exercise price and do not expire. The investor warrants have a $0.25 exercise price and expire after five years.