UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
* | The registrant’s common stock and warrants began trading exclusively on the OTC Pink Marketplace on January 3, 2023 under the Symbols “CORZQ” and “CRZWQ,” respectively. |
Item 7.01 | Regulation FD Disclosure. |
As previously disclosed, on December 21, 2022, Core Scientific, Inc. (the “Company”) 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 (the “Bankruptcy Code”). The Debtors continue to operate their business and manage their properties as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Additional information about the Chapter 11 Cases, including access to Court documents, is available online at cases.stretto.com/CoreScientific/, a website administered by Stretto, Inc., a third-party bankruptcy claims and noticing agent. The information on this web site is not incorporated by reference into, and does not constitute part of, this Form 8-K.
Also, as previously disclosed, in connection with the Chapter 11 Cases, (i) on February 2, 2023, the Bankruptcy Court entered an interim order authorizing, among other things, the Debtors to obtain senior secured non-priming super-priority replacement post-petition financing (the “Replacement DIP Facility”), and (ii) on February 27, 2023, the Debtors entered into a Senior Secured Super-Priority Replacement Debtor-in-Possession Loan and Security Agreement governing the Replacement DIP Facility with B. Riley Commercial Capital, LLC, as administrative agent, and the lenders from time to time party thereto.
On January 4, 2024, the Company issued a press release announcing that the Company pre-paid the outstanding balance on the Replacement DIP Facility. The Company retains access to the full $35 million of available funding under the Replacement DIP Facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
Also, on January 5, 2024, the Company issued a press release announcing certain production and operations updates for the month of December and full-year 2023. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information being furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing
Cautionary Statement Regarding Forward-Looking Information
This Form 8-K includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company’s Chapter 11 Cases including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in its Chapter 11 Cases, successfully enter into and implement a restructuring plan, emerge from Chapter 11 and achieve significant cash flows from operations; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; finalization and receipt of the replacement debtor-in-possession facility; satisfaction of any conditions to which the Company’s debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration of the Company’s debt obligations; the trading price and
volatility of the Company’s common stock and the risks related to trading on the OTC Pink Market; as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those identified in the Company’s reports filed with the U.S. Securities & Exchange Commission, and if any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit | Description | |
99.1 | Press Release, dated January 4, 2024 | |
99.2 | Press Release, dated January 5, 2024 | |
104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Core Scientific, Inc. | ||||||
Date: January 5, 2024 | By: | /s/ Todd M. DuChene | ||||
Name: | Todd M. DuChene | |||||
Title: | Chief Legal Officer and Chief Administrative Officer |
Exhibit 99.1
PRESS RELEASE
www.corescientific.com
Core Scientific, Inc. Announces Full Pay Down of Debtor-in-Possession Financing
Strong business performance positioned the Company to pre-pay DIP financing
package ahead of planned emergence from Chapter 11 in January
AUSTIN, Texas, Jan. 4 2024 Core Scientific, Inc. (OTC: CORZQ) (Core Scientific or the Company), a leader in high-performance blockchain computing data centers and software solutions, today announced it has pre-paid the outstanding balance on the debtor-in-possession (DIP) financing package provided by B. Riley Financial (NASDAQ: RILY), the Companys DIP lender. The Company retains access to the full $35 million of available funding under the DIP financing package and maintains a strong liquidity position heading toward emergence, which is targeted for mid to late-January 2024.
Our team continues to deliver outstanding performance, which translates into continued market leadership and strong cash flow generation, said Adam Sullivan, Core Scientifics Chief Executive Officer. Paying off our DIP financing package at this point in the emergence process is an exceptional achievement that underscores the strength of the organization and positions us well for our planned emergence later this month.
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Core Scientific, Inc. DIP Payoff Jan 2024 - 2
Revised Plan and ERO Timeline:
Event |
Illustrative Date1 / Timing | |
Equity Rights Offering Record Date | November 16, 2023 | |
End of Rights Offering Subscription Period/ Deadline for Funding Rights Offering Subscription Amounts | January 5, 2024 | |
Voting Deadline | January 11, 2024 | |
Currently Scheduled Confirmation Hearing Date | January 16, 2024 | |
Anticipated Plan Distribution Record Date for Existing Convertible Notes | TBD2 | |
Anticipated Plan Effective Date Anticipated Plan Distribution Record Date for Existing Common Shares |
TBD (expected mid to late-January 2024) | |
Nasdaq Listing | Expected at or shortly after emergence |
This press release is solely for informational purposes. Investors should not rely upon it or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. Investors should read the Plan and the related Disclosure Statement, each as amended or supplemented, which are available (i) on the website of Stretto, the Companys voting and solicitation agent, at https://cases.stretto.com/corescientific/, (ii) by calling Stretto at (949) 404-4152 (in the U.S. and Canada; toll-free) or +1 (888) 765-7875 (outside of the U.S. and Canada), or (iii) by sending an electronic mail message to CoreScientificInquiries@stretto.com.
This press release is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy any security.
1 | The timeline in this table is illustrative and assumes a consensual Plan. Actual dates will depend on the Courts calendar and discretion, the status of negotiations with stakeholders, and stakeholder views on appropriate deadlines |
2 | 2 business days before Anticipated Plan Effective Date |
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Core Scientific, Inc. DIP Payoff Jan 2024 - 3
ABOUT CORE SCIENTIFIC
Core Scientific (OTC: CORZQ) is one of the largest blockchain computing data center providers and miners of digital assets in North America. Core Scientific has operated blockchain computing data centers in North America since 2017, using its facilities and intellectual property portfolio for colocated digital asset mining and self-mining. Core Scientific operates data centers in Georgia, Kentucky, North Carolina, North Dakota and Texas. Core Scientifics proprietary Minder® fleet management software combines the Companys colocation expertise with data analytics to deliver maximum uptime, alerting, monitoring and management of all miners in the Companys network. To learn more, visit http://www.corescientific.com.
FORWARD LOOKING STATEMENTS AND EXPLANATORY NOTES
Certain statements in this press release constitute forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as estimate, plan, project, forecast, intend, will, expect, anticipate, believe, seek, target or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the anticipated date of Company emergence from Chapter 11. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are based on information available as of the date of this press release and current expectations, forecasts and assumptions and are subject to a number of risks and uncertainties, including, but not limited to, the Companys ability to obtain bankruptcy court approval with respect to motions in its
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Core Scientific, Inc. DIP Payoff Jan 2024 - 4
Chapter 11 cases, successfully enter into and implement a restructuring plan, emerge from Chapter 11 and achieve significant cash flows from operations; the effects of the Chapter 11 cases on the Company and on the interests of various constituents, bankruptcy court rulings in the Chapter 11 cases and the outcome of the Chapter 11 cases in general, the length of time the Company will operate under the Chapter 11 cases, risks associated with any third-party motions in the Chapter 11 cases, the potential adverse effects of the Chapter 11 cases on the Companys liquidity or results of operations and increased legal and other professional costs necessary to execute the Companys reorganization; satisfaction of any conditions to which the Companys debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Companys control; the consequences of the acceleration of the Companys debt obligations; the trading price and volatility of the Companys common stock as well as other risk factors set forth in the Companys reports filed with the U.S. Securities & Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Core Scientific, Inc. DIP Payoff Jan 2024 - 5
CONTACTS
Investors:
ir@corescientific.com
Media:
press@corescientific.com
-end-
Exhibit 99.2
PRESS RELEASE
www.corescientific.com
Core Scientific Announces
December and Full Year 2023 Production and Operations Updates
| Operated approximately 209,000 owned and colocated bitcoin miners |
| Produced 1,177 self-mined bitcoin and an estimated 449 bitcoin from colocated miners in December |
| Produced a total of 13,762 self-mined bitcoin and an estimated 5,512 bitcoin from colocated miners in 2023 |
AUSTIN, Texas, Jan. 5, 2024 Core Scientific, Inc. (OTC: CORZQ) (Core Scientific or the Company), a leader in high-performance blockchain computing data centers and software solutions, today released production and operations updates for December and for the full year 2023.
Key Metrics Summary
Metric |
December 2023 | November 2023 | ||||||
Self-Mining Bitcoin Produced1 |
1,177 | 954 | ||||||
Colocation Bitcoin Produced2 |
449 | 406 | ||||||
Average Self-Mined Bitcoin Produced/Day |
38.0 | 31.8 | ||||||
Self-Mining Energized Hash rate3 |
16.9 | 15.2 | ||||||
Colocation Energized Hash rate4 |
6.3 | 6.4 | ||||||
Total Energized Hash rate |
23.2 | 21.6 | ||||||
Bitcoin Sold |
1,211 | 1,011 | ||||||
Bitcoin Sales Proceeds ($USD) |
Appx. $ | 51.2 million | Appx. $ | 36.9 million | ||||
Average Self-Mining Fleet Efficiency (J/TH)5 |
27.94 | 28.77 |
1 | Self-Mining Bitcoin Produced represents bitcoin rewards produced by bitcoin miners owned and operated by Core Scientific |
2 | Colocation Bitcoin Produced represents estimated bitcoin rewards produced by colocated customer-owned miners operated by Core Scientific, including bitcoin rewards paid to the Company pursuant to proceeds sharing agreements |
3 | Self-Mining Energized Hash Rate represents the total rated capacity of all Company-owned bitcoin miners installed and operating in Core Scientifics data centers |
4 | Colocation Energized Hash Rate represents the total rated capacity of all colocated bitcoin miners owned by customers, installed and operating in Core Scientifics data centers |
5 | Average Self-Mining Fleet Efficiency (J/TH) represents the weighted average power consumption in Joules per terahash based on the rated efficiency and capacity of each model of miner operating in Core Scientifics owned self-mining fleet |
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Core Scientific, Inc. December 23 Update - 2
Data Centers
As of month-end, the Company operated approximately 209,000 bitcoin miners for both self-mining and colocation, representing a total energized hash rate of 23.2 EH/s at its data centers in Georgia, Kentucky, North Carolina, North Dakota and Texas.
Self-Mining
Core Scientific produced 1,177 bitcoin in December from its owned fleet of miners. As of month end, the Company operated approximately 158,000 owned bitcoin miners, accounting for approximately 76% of its total number of miners and representing a total energized hash rate of 16.9 EH/s.
Colocation Services
In addition to its self-mining fleet, Core Scientific provided data center colocation services, technology and operating support for approximately 51,000 colocated, customer-owned bitcoin miners, representing approximately 24% of the bitcoin miners operating in the Companys data centers as of December 31. Customer-owned bitcoin miners produced approximately 449 bitcoin in December, including bitcoin rewards paid to the Company pursuant to proceeds sharing agreements.
Grid Support
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Core Scientific, Inc. December 23 Update - 3
The Company reduced the consumption of power at its data centers on several occasions in December, delivering 480 megawatt hours to local grid partners. For the full year 2023, Core Scientific delivered a total of more than 131,000 megawatt hours to local grid partners. By supporting the grid in such a fashion, Core Scientific helps grid operators keep power flowing to their customers when temperatures rise and air conditioning use increases, and when temperatures drop and heating use increases. Core Scientific works with utility companies and the communities in which it operates to enhance electrical grid stability.
Upcoming Investor Conference
Core Scientifics management is scheduled to present virtually at the 26th Annual Needham Growth Conference on January 19 at 1:30 pm ET. The links to a live webcast and replay will be provided in the Investor Relations section of the Core Scientific website: https://investors.corescientific.com/investors/events-and-presentations/default.aspx.
ABOUT CORE SCIENTIFIC
Core Scientific (OTC: CORZQ) is one of the largest blockchain computing data center providers and miners of digital assets in North America. Core Scientific has operated blockchain computing data centers in North America since 2017, using its facilities and intellectual property portfolio for colocated digital asset mining and self-mining. Core Scientific operates data centers in Georgia, Kentucky, North Carolina, North Dakota and Texas. Core Scientifics proprietary Minder® fleet management software combines the Companys colocation expertise with data analytics to deliver maximum uptime, alerting, monitoring and management of all miners in the Companys network. To learn more, visit http://www.corescientific.com.
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Core Scientific, Inc. December 23 Update - 4
FORWARD LOOKING STATEMENTS AND EXPLANATORY NOTES
Certain statements in this press release constitute forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as estimate, plan, project, forecast, intend, will, expect, anticipate, believe, seek, target or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the future benefit of certain contracts, anticipated date of Company emergence from Chapter 11, statements related to the Companys ability to scale and grow its business, meet its expected operating plan, source clean and renewable energy, the advantages and expected growth of the Company, future estimates of revenue, net income, adjusted EBITDA, total debt, free cash flow, liquidity and future financing availability, future estimates of computing capacity and operating capacity, future demand for colocation capacity, future estimate of hash rate (including mix of self-mining and colocation) and operating gigawatts, future projects in construction or negotiation and future expectations of operation location, orders for miners and critical infrastructure, future estimates of self-mining capacity, the public float of the Companys shares, future infrastructure additions and their operational capacity, and operating capacity and site features of the Companys operations and planned operations. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Companys management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking
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Core Scientific, Inc. December 23 Update - 5
statements are based on information available as of the date of this press release and current expectations, forecasts and assumptions and are subject to a number of risks and uncertainties, including, but not limited to, the Companys ability to obtain bankruptcy court approval with respect to motions in its Chapter 11 cases, successfully enter into and implement a restructuring plan, emerge from Chapter 11 and achieve significant cash flows from operations; the effects of the Chapter 11 cases on the Company and on the interests of various constituents, bankruptcy court rulings in the Chapter 11 cases and the outcome of the Chapter 11 cases in general, the length of time the Company will operate under the Chapter 11 cases, risks associated with any third-party motions in the Chapter 11 cases, the potential adverse effects of the Chapter 11 cases on the Companys liquidity or results of operations and increased legal and other professional costs necessary to execute the Companys reorganization; satisfaction of any conditions to which the Companys debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Companys control; the consequences of the acceleration of the Companys debt obligations; the trading price and volatility of the Companys common stock as well as other risk factors set forth in the Companys reports filed with the U.S. Securities & Exchange Commission. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Please follow us on:
https://www.linkedin.com/company/corescientific/
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Core Scientific, Inc. December 23 Update - 6
https://twitter.com/core_scientific
CONTACTS
Investors:
ir@corescientific.com
Media:
press@corescientific.com
-end-
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