0000950170-24-016398.txt : 20240216 0000950170-24-016398.hdr.sgml : 20240216 20240216162123 ACCESSION NUMBER: 0000950170-24-016398 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: Feinstein Darin CENTRAL INDEX KEY: 0001894458 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40046 FILM NUMBER: 24648686 MAIL ADDRESS: STREET 1: 2800 NORTHUP WAY STREET 2: SUITE 220 CITY: BELLEVUE STATE: WA ZIP: 98004 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 true 0001839341 Core Scientific, Inc./tx CORZ 0001894458 Feinstein Darin C/O CORE SCIENTIFIC, INC. 838 WALKER ROAD, SUITE 21-2105 DOVER DE 19904 true false true false false Common Stock, par value $0.0001 per share 2024-01-23 4 D false 30483592 D 0 D Common Stock, par value $0.0001 per share 2024-01-23 4 D false 319894 D 0 I See footnote Common Stock, par value $0.0001 per share 2024-01-23 4 D false 974301 D 0 I See footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A false 3048359 A 3048359 D Common Stock, par value $0.00001 per share 2024-01-23 4 A false 853577 A 3901936 D Common Stock, par value $0.00001 per share 2024-01-23 4 A false 31989 A 31989 I See footnote Common Stock, par value $0.00001 per share 2024-01-23 4 A false 97430 A 97430 I See footnote Tranche 1 Warrants 6.81 2024-01-23 4 A false 7719787 A 2027-01-23 Common Stock, par value $0.00001 per share 7719787 7719787 D Tranche 1 Warrants 6.81 2024-01-23 4 A false 81011 A 2027-01-23 Common Stock, par value $0.00001 per share 81011 81011 I See footnote Tranche 1 Warrants 6.81 2024-01-23 4 A false 246736 A 2027-01-23 Common Stock, par value $0.00001 per share 246736 246736 I See footnote Tranche 2 Warrants 0.01 2024-01-23 4 A false 6433166 A 2029-01-23 Common Stock, par value $0.00001 per share 6433166 6433166 D Tranche 2 Warrants 0.01 2024-01-23 4 A false 67509 A 2029-01-23 Common Stock, par value $0.00001 per share 67509 67509 I See footnote Tranche 2 Warrants 0.01 2024-01-23 4 A false 205614 A 2029-01-23 Common Stock, par value $0.00001 per share 205614 205614 I See footnote 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), (Continued from footnote 2) and, for each share of Old Common Stock, 0.253244 Tranche 1 Warrants and 0.211037 Tranche 2 Warrants (each as defined below). 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. In addition, certain members of the Issuer's board of directors and management, including the Reporting Person, committed to purchase a portion of any New Common Stock not otherwise subscribed for in the Rights Offering pursuant to a backstop commitment letter (the "Backstop Commitment Letter"). The Reporting Person purchased 796,672 shares of New Common Stock pursuant to the Rights Offering. The Reporting Person did not purchase any New Common Stock under the Backstop Commitment Letter, but received a commitment premium of 56,905 shares of New Common Stock as consideration for entering into the Backstop Commitment Letter. 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"). 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"). (Continued from footnote 5) 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. The securities are held by Red Moon 88, LLC, which the Reporting Person serves as its managing member. The securities are held by Texas Blockchain 888, LLC, which the Reporting Person serves as its managing member. 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, as Attorney-in-Fact 2024-02-16