{"url_path":"/sec/zone/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1956741/0001213900-26-076740-index.html","accession_number":"0001213900-26-076740","cik":"0001956741","ticker":"ZONE","issuer_name":"Zone Frontier Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1956741/0001213900-26-076740-index.html","primary_entity_key":"0001956741","primary_entity_name":"CleanCore Solutions, Inc."},"word_count":449,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n** **\n\nOn July 2, 2026, CleanCore Solutions, Inc., a\nNevada corporation (the \"Company\" or \"ZONE\"), entered into a Contribution Agreement (the \"Contribution Agreement\"),\na Limited Liability Company Agreement (the \"LLC Agreement”), and a Master Platform Agreement (the “MPA\" and, together\nwith the Contribution Agreement and the LLC Agreement, the \"Transaction Documents”) with HST Technologies, Inc., a Delaware\ncorporation (“Platform Co”), and a Delaware limited liability company (the “JV Company”) to form and capitalize\na joint venture for the purpose of developing, operating, and managing data center facilities for high-performance computing, artificial\nintelligence, cloud, and related uses. The key economic and governance terms are summarized below.\n\n \n\n*Capital Structure.* The Company will contribute\nup to $100,000,000 in cash over nine months following closing in exchange for a 99% capital interest. The Company has sole discretion\nover funding timing and its sole exposure for non-funding is potential dilution through a replacement financing mechanism. Platform Co\ncontributes project-specific assets and a platform license in exchange for a 1% capital interest and a 20% carried participation (after\na preferred return to the Company).\n\n \n\n●*Equity Consideration*. Upon specified delivery\nmilestones, the Company will issue Platform Co equity securities valued at $60,000 to $80,000 per MW ($30,000,000 to $40,000,000 in aggregate\nfor 500 MW). Pricing is the lower of a mutually agreed reference price and the 120-day VWAP, with a $0.90 floor.\n\n \n\n●*Fees*. Platform Co receives $75,000 per\nmonth for platform services, for a twelve-month term beginning July 1, 2026, plus 1% of project EBITDA (capped at $10,000,000 per year,\nwith no fees payable unless the applicable project generates EBITDA of at least $1,250,000 per MW of capacity).\n\n* *\n\n*Additional Capital.* The LLC Agreement contemplates\naggregate capital commitments of up to $2,000,000,000 (inclusive of the $100,000,000 initial contribution), called on an as-needed basis\nper an agreed operating budget. The Company’s sole exposure for non-funding is dilution and no party may seek damages or compel\nfunding.\n\n* *\n\n*Governance.* Platform Co is the manager.\nMajor Decisions require the Company’s approval. The Company may remove Platform Co for Cause.\n\n* *\n\n*Distributions.* The Company receives return\nof capital and a 12% preferred return before any profit split. Thereafter, 80% to the Company and 20% to Platform Co.\n\n* *\n\n*Buyout.* From January 1, 2035, the Company\nhas an annual option to acquire Platform Co’s carried participation at fair market value.\n\n* *\n\nThe foregoing descriptions of the Contribution\nAgreement, the LLC Agreement, and the MPA do not purport to be complete and are qualified in their entirety by reference to the full text\nof such agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and are incorporated\nherein by reference."}