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                            May 15, 2023

       Matthew Atkinson
       Chief Executive Officer
       CleanCore Solutions, Inc.
       5920 South 118th Circle, Suite 2
       Omaha, NE 68137

                                                        Re: CleanCore
Solutions, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 21,
2023
                                                            CIK No. 0001956741

       Dear Matthew Atkinson:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
15, 2023 letter.

       Amendment No. 1 to Draft Registration Statement

       Dual Class Structure, page 2

   1.                                                   We reissue comment 4
insofar as you did not address the potential dilution from the
                                                        expiration of any
lock-up agreements.
       Our Corporate History and Structure, page 2

   2.                                                   We note your response
to comment 5 with respect to your asset acquisition and reissue the
                                                        comment in part. Please
revise the third paragraph of your history to refer to each entity
                                                        by its proper name, and
to clarify when CleanCore Technologies, LLC, became that
                                                        entity, as opposed to
O-Z Tech. Please further explain to us the legal and accounting
 Matthew Atkinson
FirstName
CleanCore LastNameMatthew  Atkinson
           Solutions, Inc.
Comapany
May        NameCleanCore Solutions, Inc.
     15, 2023
May 15,
Page 2 2023 Page 2
FirstName LastName
         treatment of the transaction, including your statement that you have
no subsidiaries. Also
         clarify in your response, and in the filing, whether and if so, to
what extent, the three
         entities whose assets you purchased were under common control at the
time of the
         acquisitions. We note your response to comment 16, and your revised
disclosure in
         response to accounting comments 20 and 21. Based on your accounting
disclosure, it
         appears you should revise the document throughout to clarify when you
are referring to
         the registrant (since the date of the asset acquisition), and
references to your predecessor
         (for events that occurred prior to the asset acquisition), so that
investors will not be
         mistaken that you have a more extensive operating history. We note as
examples the
         following:
             Mr. Hollst's summary on page 51, which states he has served as
your Executive Vice
              President since April 2019;
             On page 5, "We have experience in the cleaning industries
without qualification;
             On page 7, "We have historically depended on a limited number of
suppliers;"
             On page 45, "For the year ended June 30, 2022, two customers,
Por-Link and
              Sanzonate, accounted for 62% of our revenue and 74% of our total
accounts
              receivable at year end;" and
             On page 58, "Since the beginning of our 2021 fiscal year."
         These are only examples. You should revise the entire filing,
including when addressing
         the financial results in Management's Discussion and Analysis and in
the Business
         section.
Use of Proceeds, page 29

3.       We reissue comment 10 in part. It does not appear you have revised
your Business
         section to clarify your strategy. In addition, please revise this
section to specify how you
         used the proceeds of such indebtedness that you intend to pay off with
the proceeds of this
         offering. Refer to Instruction 4 of Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Private Placement, page 39

4.       Please revise the disclosure here and on page 73 to disclose the
completion dates or clarify
         if the private placement is ongoing.
Employees, page 48

5.       Revise the summary to highlight that your Chief Executive Officer and
President are not
         full-time employees of the company. Highlight the risks associated
with their limited
         participation in the day-to-day operations of the company.
Principal Stockholders, page 59

6.       We note your response to comment 17. Please revise to provide a
separate column for the
         seed stock prior to the offering. Given the current presentation, the
inclusion of the seed
         in the Class A common stock totals a percentage of 120%.
 Matthew Atkinson
CleanCore Solutions, Inc.
May 15, 2023
Page 3

       You may contact Jeanne Bennett at (202) 551-3606 or Brian Cascio at
(202) 551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Abby Adams at (202) 551-6902 or Lauren Nguyen at (202) 551-3642 with
any other
questions.



                                                          Sincerely,

FirstName LastNameMatthew Atkinson                        Division of
Corporation Finance
                                                          Office of Industrial
Applications and
Comapany NameCleanCore Solutions, Inc.
                                                          Services
May 15, 2023 Page 3
cc:       Louis A. Bevilacqua, Esq.
FirstName LastName