{"url_path":"/sec/zone/8-k/2026-06-08/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1956741/0001213900-26-066049-index.html","accession_number":"0001213900-26-066049","cik":"0001956741","ticker":"ZONE","issuer_name":"Zone Frontier Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1956741/0001213900-26-066049-index.html","primary_entity_key":"0001956741","primary_entity_name":"CleanCore Solutions, Inc."},"word_count":1620,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\n*Amended Business Plan*\n\n \n\nThe Company currently operates in two reportable\nsegments. The CleanCore segment is the legacy cleaning products business where the Company has historically operated. As of September\n5, 2025, the Company also operates its Treasury segment, which executes a digital-asset treasury strategy focused on Dogecoin. While the\nCompany currently maintains both segments, its long-term strategic plan contemplates a broader transition that will likely include (i)\na future sale or disposition of the legacy cleaning products business, (ii) the repositioning of the digital asset treasury strategy,\nup to and including sale of all digital assets, and (iii) entry into the AI critical infrastructure market through the development, acquisition,\nand operation of data center facilities and related computing infrastructure (which the Company refers to as its “AI Critical Infrastructure\nBusiness”), in each case at such time and on such terms as the Company’s board of directors determines to be in the best interests\nof the Company and its stockholders. The Company’s long-term vision is to transition from a cleaning products and digital asset\ntreasury company to an AI critical infrastructure company. In connection with this strategic pivot, Tyler Hassen was appointed as the\nCompany’s Chief Executive Officer and a member of its board of directors. This transition has begun and is expected to occur over\ntime and may involve multiple steps, including the disposition of the Company’s cleaning products business, the wind-down of its\ndigital asset treasury strategy, and the deployment of capital into AI critical infrastructure assets, beginning with the Midwest Project.\n\n \n\nAs disclosed in the press release furnished as\nExhibit 99.1 hereto, on May 7, 2026, the Company entered into a non-binding letter of intent with a development partner under which the\nCompany may acquire a majority ownership interest in a newly formed special purpose vehicle formed for the purposes of developing and\noperating a data center project in the midwestern United States (the “Midwest Project”). The proposed transaction remains\nsubject to the satisfactory completion of confirmatory due diligence and the negotiation and execution of definitive agreements, and there\ncan be no assurance that the transaction will be consummated on the terms described herein, or at all. The Company is also in active discussions\nregarding additional AI critical infrastructure opportunities, none of which are subject to any binding agreement as of the date of this\nreport. The Company believes the growing demand for compute capacity driven by the proliferation of large language models, generative\nAI applications, enterprise AI adoption, and cloud computing workloads presents a significant market opportunity for purpose-built data\ncenter infrastructure.\n\n \n\nThe Company’s anticipated strategy contemplates\nthe identification, acquisition, development, and operation of data center sites, including the construction or retrofit of facilities\ndesigned to house high-density computing equipment. These facilities may be developed to support colocation, build-to-suit, powered shell,\nor turnkey deployment models for enterprise, hyperscale, and other customers. The Company’s strategy may also encompass the acquisition\nof land, power capacity, cooling infrastructure, network connectivity, and related assets necessary to support data center operations.\nThe Company may pursue its AI Critical Infrastructure Business through a variety of structures including wholly owned subsidiaries, minority\ninvestments, special purpose vehicles, variable interest entities, joint ventures, or other similar arrangements.\n\n \n\n1\n\n \n\n \n\nThe Company’s AI Critical Infrastructure\nBusiness is at a very early stage of development. While the Company has entered into the non-binding letter of intent described above\nand is in active discussions regarding additional opportunities, it has not yet acquired any data center sites, entered into any binding\nagreements for land or facilities, commenced any construction activities, or generated any revenue from this business. The Company’s\nplans remain preliminary and are subject to change based on market conditions, capital availability, regulatory considerations, management\ncapacity, and other factors. There can be no assurance that the Company will be able to successfully execute this strategy.\n\n \n\nThe Company is actively exploring the potential\nsale of its cleaning products business and the disposition of its Dogecoin holdings. Effective March 6, 2026, the Company terminated its\nasset management agreement with Dogecoin Ventures, Inc. and 21Shares US LLC, and all related digital asset agreements, and now manages\nits remaining Dogecoin holdings internally while it evaluates the timing and manner of their disposition. No binding agreement has been\nentered into for the sale of the Company’s cleaning products business, although former Chief Executive Officer Clayton Adams holds\nan irrevocable three year option, expiring March 4, 2029 to purchase the assets of the CleanCore segment, which he may exercise at his\ndiscretion, or for the disposition of the Company’s Dogecoin holdings. There can be no assurance that any such transaction will\nbe consummated on favorable terms, or at all. In January 2026, the Company obtained a fair value opinion with respect to the potential\nsale of its cleaning products business; however, the Company’s board of directors has not approved any specific disposition transaction\nas of the date of this report and no further steps have been taken toward consummating a sale of the cleaning products business. With\nrespect to the Company’s Dogecoin holdings, as of June 2, 2026, the Company has sold approximately 200,000,000 Dogecoin for aggregate\nproceeds of approximately $18.4 million. The Company also transferred 70,000,000 Dogecoin in exchange for approximately $6.8 million of\nprofessional services. As of June 2, 2026, the Company held approximately 463,060,889 Dogecoin with an aggregate fair value of approximately\n$44.3 million.\n\n \n\nThe timing and structure of this transition will\ndepend on numerous factors, including the availability and pricing of attractive data center opportunities, the Company’s ability\nto raise additional capital, its ability to consummate those data center development transactions that it may pursue, including the Midwest\nProject, the terms and timing of any disposition of the Company’s cleaning products business or Dogecoin holdings, regulatory developments,\nmarket conditions, and the judgment of the Company’s board of directors and management team. During the transition period, the Company\nexpects to continue operating its cleaning products business and Treasury segment while simultaneously pursuing AI critical infrastructure\nopportunities, which will require the Company’s management team to allocate time and resources across three distinct business lines.\n\n \n\n*Supplemental Risk Factors*\n\n \n\nIn connection with the Company’s strategic\ntransition to an AI critical infrastructure company and expansion of the business of the Company, the Company is filing supplemental risk\nfactors (“Supplemental Risk Factors”) pertaining to the diversification of its business strategy to update disclosures contained\nin the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in (i) the\nCompany’s Annual Report on Form 10-K for the year ended June 30, 2025. The supplemental risk factors are filed as Exhibit\n99.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n*Forward-Looking Statements*\n\n \n\nThis Current Report on Form 8-K contains\n“forward-looking” statements, as the term is defined under federal securities laws, that are based on management’s beliefs\nand assumptions and on information currently available to management. Such risks and uncertainties include, but are not limited to: the\nCompany’s limited experience in the data center and AI infrastructure industries; the Company’s ability to successfully transition\nits business model from its cleaning products business; risks associated with the Company’s non-binding letter of intent, including\nthat it may not result in a definitive agreement or completed project; the Company’s ability to identify, develop, and bring online\ndata center projects on anticipated timelines and budgets; the Company’s ability to secure adequate financing for capital-intensive\ninfrastructure projects; risks associated with the Company’s transition away from its Dogecoin treasury strategy, including potential\nvolatility in cryptocurrency markets and risks related to the disposition of digital asset holdings; competition from established data\ncenter operators and hyperscale cloud providers; risks related to permitting, land acquisition, and utility interconnection for data center\nprojects; changes in demand for AI infrastructure and compute capacity; changes in government regulation affecting AI infrastructure or\ndata centers; and general economic and market conditions. In some cases, you can identify forward-looking statements because they contain\nwords such as “designed,” “objective,” “anticipate,” “believe,” “contemplate,”\n“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”\n“potential,” “predict,” “project,” “should,” “target,” “will,”\nor “would” or the negative of these words or other similar terms or expressions. Forward-looking statements are subject to\nnumerous assumptions, risks and uncertainties which could cause actual results or facts to differ materially from those statements expressed\nor implied in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment in which new\nrisks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors\non our business or the extent to which any factor, or combination of factors, may cause our actual results or performance to differ materially\nfrom those contained in any forward-looking statements we may make.\n\n \n\n2\n\n \n\n \n\nA further discussion of these and other factors\nthat could cause our actual outcomes and results to differ materially from any results, performance, or achievements anticipated, expressed,\nor implied by these forward-looking statements is included in the filings we make with the SEC, including our Annual Report on Form 10-K for\nthe year ended June 30, 2025, the Supplemental Risk Factors, and other reports we may file with the SEC from time to time. The forward-looking\nstatements contained in this Current Report on Form 8-K relate only to events as of the date stated or, if no date is stated,\nas of the date of this Current Report on Form 8-K. We undertake no obligation to update any forward-looking statements made\nin this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or\nto reflect new information or the occurrence of unanticipated events, except as required by law."}