0000950170-24-016365.txt : 20240216 0000950170-24-016365.hdr.sgml : 20240216 20240216161358 ACCESSION NUMBER: 0000950170-24-016365 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240123 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUCHENE TODD M CENTRAL INDEX KEY: 0001248745 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40046 FILM NUMBER: 24648488 MAIL ADDRESS: STREET 1: 847 GIBRALTAR DR. CITY: MILPITAS STATE: CA ZIP: 95035 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Core Scientific, Inc./tx CENTRAL INDEX KEY: 0001839341 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 106 EAST 6TH STREET, SUITE 900-145 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: (425) 998-5300 MAIL ADDRESS: STREET 1: 106 EAST 6TH STREET, SUITE 900-145 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: Power & Digital Infrastructure Acquisition Corp. DATE OF NAME CHANGE: 20210106 4/A 1 ownership.xml 4/A X0508 4/A 2024-01-23 2024-01-25 0001839341 Core Scientific, Inc./tx CORZ 0001248745 DUCHENE TODD M C/O CORE SCIENTIFIC, INC. 838 WALKER ROAD, SUITE 21-2105 DOVER DE 19904 false true false false See remarks false Common Stock, par value $0.0001 per share 2024-01-23 4 D false 3700040 D 0 D Common Stock, par value $0.00001 per share 2024-01-23 4 A false 370004 A 370004 D Common Stock, par value $0.00001 per share 2024-01-23 4 A false 51347 A 421351 D Tranche 1 Warrants 6.81 2024-01-23 4 A false 557133 A 2027-01-23 Common Stock, par value $0.00001 per share 557133 557133 D Tranche 2 Warrants 0.01 2024-01-23 4 A false 464278 A 2029-01-23 Common Stock, par value $0.00001 per share 464278 464278 D On December 21, 2022, Core Scientific, Inc. (the "Issuer") and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On January 16, 2024, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the "Plan"), dated as of January 15, 2024. On January 23, 2024 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, pursuant to the terms of the Plan, the Issuer's common stock outstanding immediately before the Effective Date, par value $0.0001 per share (the "Old Common Stock"), was canceled and is of no further force or effect, and in exchange all holders of Old Common Stock and unvested restricted stock units ("RSUs") received new common stock, par value $0.00001 per share at an exchange ratio of 10:1 (the "New Common Stock") representing, in the aggregate, approximately 21% of the shares of the reorganized Issuer (subject to dilution by awards issuable under a new management incentive plan and shares of New Common Stock issuable upon conversion or exercise of certain secured convertible notes, warrants, contingent value rights and settlement shares issued as part of the reorganization), and, for each share of Old Common Stock, 0.253244 Tranche 1 Warrants and 0.211037 Tranche 2 Warrants (each as defined below). (continued form footnote 2) The receipt of the New Common Stock, Tranche 1 Warrants and Tranche 2 Warrants in exchange for Old Common Stock and unvested RSUs was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court. In accordance with the Plan, holders of the Issuer's Old Common Stock as of November 16, 2023 were granted the right to participate in a rights offering (the "Rights Offering") for the purchase, on a pro rata basis, of up to $55 million of New Common Stock to be issued pursuant to the Plan. The Reporting Person purchased 51,347 shares of New Common Stock pursuant to the Rights Offering. On the Effective Date, pursuant to the terms of the Plan, the Issuer entered into a warrant agreement dated as of January 23, 2024, (the "Warrant Agreement") among the Company and Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company. Pursuant to the Warrant Agreement, the Issuer was authorized to issue (i) an aggregate of 98,381,418 warrants, each exercisable for one share of New Common Stock (the "Tranche 1 Warrants") and (ii) an aggregate of 81,984,644 warrants, each exercisable for one share of New Common Stock (the "Tranche 2 Warrants"). (continued from footnote 5) Each whole Tranche 1 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $6.81 per share (the "Tranche 1 Exercise Price"). Each whole Tranche 2 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $0.01 per share at any time following the time the volume weighted average price per share of New Common Stock equals or exceeds $8.72 per share on each trading day for 20 consecutive trading days (the "TEV Triggering Event"). The Tranche 1 Exercise Price and the price per share used to determine a TEV Triggering Event are subject to certain adjustments as set forth in the Warrant Agreement. Chief Legal and Administrative Officer. This Amendment to the Form 4 originally filed with the SEC on January 25, 2024, is being made solely to correct the number of securities acquired and held by the reporting person by giving effect to a 10:1 share exchange ratio of Old Common Stock and unvested RSUs for New Common Stock and warrants pursuant to the Plan. /s/ Todd DuChene 2024-02-16