S-3 EX-FILING FEES 0001956741 0001956741 1 2025-08-20 2025-08-20 0001956741 2 2025-08-20 2025-08-20 0001956741 3 2025-08-20 2025-08-20 0001956741 4 2025-08-20 2025-08-20 0001956741 5 2025-08-20 2025-08-20 0001956741 6 2025-08-20 2025-08-20 0001956741 7 2025-08-20 2025-08-20 0001956741 8 2025-08-20 2025-08-20 0001956741 9 2025-08-20 2025-08-20 0001956741 2025-08-20 2025-08-20 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-3

CLEANCORE SOLUTIONS, INC.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule
  Amount Registered   Proposed Maximum Offering
Price Per Unit
  Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees to be Paid   Equity   Class B Common Stock, $0.0001 par value   (1)   457(o)       $     $ 0.00   0.0001531   $ 0.00
Fees to be Paid   Equity   Preferred Stock, $0.0001 par value   (2)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Debt   Debt securities   (3)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Depositary shares   (4)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Warrants   (5)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Other   Subscription rights   (6)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Other   Purchase contracts   (7)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Other   Units   (8)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Unallocated (Universal) Shelf   Unallocated (Universal) Shelf   (9)   457(o)       $     $ 1,000,000,000.00   0.0001531   $ 153,100.00
                                           
Total Offering Amounts:   $ 1,000,000,000.00         153,100.00
Total Fees Previously Paid:               0.00
Total Fee Offsets:               0.00
Net Fee Due:             $ 153,100.00

__________________________________________
Offering Note(s)

(1) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(2) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(3) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(4) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(5) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(6) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(7) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(8) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(9) The securities registered hereunder include such indeterminate number of (a) shares of class B common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase class B common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase class B common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of class B common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividends or similar transactions.

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.

Estimated solely for the purpose of calculating the registration fee.