0000950170-24-016389.txt : 20240216
0000950170-24-016389.hdr.sgml : 20240216
20240216161832
ACCESSION NUMBER: 0000950170-24-016389
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: YOUNGBLOOD DR KNEELAND
CENTRAL INDEX KEY: 0001137820
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40046
FILM NUMBER: 24648613
MAIL ADDRESS:
STREET 1: C/O GAP, INC.
STREET 2: 2 FOLSOM ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
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
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ownership.xml
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2024-01-25
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0001839341
Core Scientific, Inc./tx
CORZ
0001137820
YOUNGBLOOD DR KNEELAND
C/O CORE SCIENTIFIC, INC.
838 WALKER ROAD, SUITE 21-2105
DOVER
DE
19904
true
false
false
false
false
Common Stock, par value $0.0001 per share
2024-01-23
4
D
false
400038
D
0
D
Common Stock, par value $0.00001 per share
2024-01-23
4
A
false
40004
A
40004
D
Tranche 1 Warrants
6.81
2024-01-23
4
A
false
50654
A
2027-01-23
Common Stock, par value $0.00001 per share
50654
50654
D
Tranche 2 Warrants
0.01
2024-01-23
4
A
false
42212
A
2029-01-23
Common Stock, par value $0.00001 per share
42212
42212
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),
(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.
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 4) 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.
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