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                              March 6, 2024

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

                                                        Re: CleanCore
Solutions, Inc.
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed February 23,
2024
                                                            File No. 333-274928

       Dear Douglas Moore:

            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.

       Amendment No. 3 to Registration Statement on Form S-1

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Comparison of Six Months Ended December 31, 2023 and 2022, page 35

   1.                                                   We note your decrease
in revenue of 56.79% was primarily due to decreases in the
                                                        volume of products sold
to your largest customers, due to external factors that impacted
                                                        their number of
purchases, offset by increases in product prices. We also note this
                                                        decrease was larger
than the 35.2% first quarter decline in revenues. Please revise your
                                                        disclosure to fully
describe in further detail the external factors that impacted the number
                                                        of purchases made by
your largest customers. Please separately discuss your largest
                                                        customers. In this
regard, for example, we note in your discussion of full year 2023
                                                        compared to full year
2022 a reference to the insolvency of a distributor that accounted for
                                                        10% of total revenue.
 Douglas Moore
FirstName
CleanCore LastNameDouglas  Moore
           Solutions, Inc.
Comapany
March      NameCleanCore Solutions, Inc.
       6, 2024
March2 6, 2024 Page 2
Page
FirstName LastName
2.       We note increases in product prices had a significant impact on gross
margin, increasing
         from 27.30% to 51.32%. Please revise your disclosure to discuss in
further detail the
         increase in prices given the significant impact. For example, identify
the specific products
         that experienced a price increase, the timing of the price increases,
and the approximate
         percentage of the price increases. In addition, please revise your
disclosure to separately
         quantify the impact to revenue from the decrease in volume versus the
increase in prices.
3.       You disclose, in part, for the six months ended December 31, 2023, our
net loss of
         $782,093 and a decrease in inventory of $91,874 [...] were the primary
drivers of net cash
         used in operating activities. We note, however, that inventory
increased during that
         period. Please correct your reference and also describe the reason for
the increase in
         inventory. In addition, we note inventory is almost 50% of total
current assets and there is
         greater than one year's worth of inventory based upon the amount of
cost of sales for the
         most recent interim period. Please discuss the approximate duration it
will take you to use
         the $506,248 in parts and $250,698 in finished goods as of December
31, 2023.
Principal Stockholders, page 63

4.       We note your disclosure that Mr. Clayton Adams has the right to
acquire 2,000,000 shares
         of Class A Common Stock within 60 days through the exercise of vested
stock options,
         which would result in Mr. Adams owning 93.02% of the Class A Common
Stock and
         55.34% of total voting power in the company prior to the offering.
Please revise your
         disclosure throughout the registration statement to note that while
Mr. Atkinson currently
         owns 100% of the Class A Common Stock outstanding and will control
approximately
         64% of the total voting power of the company post-offering, Mr. Adams
would control
         approximately 63% of the company's Class A Common Stock and 54% of the
voting
         control of the company post-offering if he were to exercise his vested
stock options.
       Please contact Jeanne Bennett at 202-551-3606 or Michael Fay at
202-551-3812 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Juan Grana at 202-551-6034 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.