CleanCore Sells Dogecoin, Raises $100M Via Stock Offering

CleanCore closed a roughly $100 million stock offering and sold nearly all of its Dogecoin holdings as it reallocates capital toward a Minnesota AI infrastructure project. The offering increased common shares outstanding from 226,260,684 to 502,090,260, a 121.9% rise, according to the company prospectus. The offering closed on Aug. 12 and the prospectus estimates about $100 million in gross proceeds, roughly $8 million in placement and advisory fees and approximately $92 million in net proceeds; the closing disclosure does not state the exact cash received.

An Aug. 20 SEC filing shows the company issued 275,829,576 offering shares. The prospectus also records pre-funded warrants covering 124,170,424 shares and investor warrants covering up to 400,000,000 shares. The pre-funded warrants have a nominal exercise price of $0.0001 per share and do not expire. The investor warrants carry a $0.25 exercise price, expire after five years and could generate about $100 million of additional gross proceeds if exercised in full. If all offering warrants were exercised, the offering-only share count would rise to about 1,026,260,684 shares. Exercises are subject to ownership limits, adjustments and other conditions, and the prospectus lists outstanding options, restricted stock units, pre-existing warrants, settlement shares and plan reserves that affect fully diluted counts.

The company sold approximately 463 million DOGE on July 20 for about $33.4 million and allocated those proceeds to support the AI infrastructure segment. CleanCore’s March 31 balance sheet showed $4.1 million in cash and $13 million in restricted cash; the prospectus does not provide a current cash balance after the DOGE sale and the stock offering.

CleanCore links the offering proceeds and the Dogecoin sale to funding a joint venture in Minnesota with up to $500 million in commitments and an initial budget of $479 million. The joint-venture filing set an initial $40 million payment schedule: $25 million at the venture’s closing and up to $15 million within four business days depending on budget needs. The company’s disclosures do not confirm whether those payments have been made.

CleanCore later reported about $140 million of project equity “funded or committed,” a figure the prospectus does not reconcile with separate cash funded amounts, commitments or the timing of the venture’s contributions. The estimated $92 million of offering net proceeds plus the roughly $33.4 million from the DOGE sale account for part of the funding the company says it has secured or committed.

The prospectus cautions that offering proceeds are available for working capital, capital expenditures, general corporate purposes and potential costs tied to disposing of the cleaning business, not reserved exclusively for the Minnesota project. The filing also warns that existing warrants and other equity instruments could dilute current shareholders and that the conditional nature of investor warrants and ownership limits could affect the company’s ability to collect additional cash from warrant exercises.

The disclosures convert previously disclosed funding uncertainty into an immediate 121.9% increase in shares outstanding and leave conditional dilution and the timing of project funding unresolved.