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
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3700040
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0
D
Common Stock, par value $0.00001 per share
2024-01-23
4
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370004
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Common Stock, par value $0.00001 per share
2024-01-23
4
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51347
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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
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Tranche 2 Warrants
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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