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                               April 29, 2022

       Michael Levitt
       Chief Executive Officer
       Core Scientific, Inc.
       210 Barton Springs Road , Suite 300
       Austin, TX 78704

                                                        Re: Core Scientific,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 21,
2022
                                                            File No. 333-262596

       Dear Mr. Levitt:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1 filed April 21,
2022

       Cover Page

   1.                                                   For each of the shares
and warrants being registered for resale, disclose the price that the
                                                        selling securityholders
paid for such shares, warrants, or units overlying such securities.
   2.                                                   Highlight the exercise
price of the warrants compared to the market price of the
                                                        underlying securities.
If the warrants are out the money, please disclose the likelihood
                                                        that warrant holders
will not exercise their warrants. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Michael Levitt
Core Scientific, Inc.
April 29, 2022
Page 2
3.     We note the significant number of redemptions of your common stock in
connection with
       your business combination and that the shares being registered for
resale will constitute a
       considerable percentage of your public float. Provide disclosure on the
cover page
       regarding the significant negative impact sales of shares on this
registration statement
       could have on the public trading price of the common stock.
       Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.



                                                             Sincerely,
FirstName LastNameMichael Levitt
                                                             Division of
Corporation Finance
Comapany NameCore Scientific, Inc.
                                                             Office of
Technology
April 29, 2022 Page 2
cc:       Nicolas H.R. Dumont
FirstName LastName