United States securities and exchange commission logo





                              December 12, 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
Registration Statement on Form S-1
                                                            Filed November 29,
2023
                                                            File No. 333-274928

       Dear Matthew Atkinson:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our October 25,
2023, letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed November 29,
2023

       Cover Page

   1.                                                   We note your response
to prior comment 2 and we reissue in part. Please revise the public
                                                        offering prospectus
cover page to disclose the information on the resale offering.
       Prospectus Summary , page 1

   2.                                                   We note your updated
disclosures for the quarter ended September 30, 2023. Please revise
                                                        your summary section to
include balanced disclosures to disclose that you have incurred
                                                        losses since your
inception and continue to incur net losses. Please also update the related
                                                        risk factors on page
13.
 Matthew Atkinson
FirstName
CleanCore LastNameMatthew   Atkinson
          Solutions, Inc.
Comapany12,
December  NameCleanCore
              2023        Solutions, Inc.
December
Page 2    12, 2023 Page 2
FirstName LastName
Condensed Statement of Operations, page F-4

3.
         We note that the net loss per share for the current period does not
agree with the net loss
         per share in Note 11 on page F-18. Please explain this difference to
us and make any
         necessary revisions.

Statement of Stockholders' Equity (Deficit), page F-5

4.
         We note that the Class B common Stock amount at 9/30/23 does not agree
with your
         balance sheet. Please make the necessary revisions.

Condensed Statements of Cash Flows, page F-6

5.
         We note that the net loss for the comparable period does not agree
with the amount in
         your Statement of Operations. Please make the necessary revisions.

       Please 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 Nicholas O'Leary at 202-551-4451 or Lauren Nguyen at 202-551-3642 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Industrial Applications and
                                                               Services
cc:      Louis A. Bevilacqua, Esq.