0000950170-24-007649.txt : 20240125
0000950170-24-007649.hdr.sgml : 20240125
20240125211417
ACCESSION NUMBER: 0000950170-24-007649
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240123
FILED AS OF DATE: 20240125
DATE AS OF CHANGE: 20240125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sullivan Adam Taylor
CENTRAL INDEX KEY: 0001980208
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40046
FILM NUMBER: 24563911
MAIL ADDRESS:
STREET 1: C/O CORE SCIENTIFIC, INC.
STREET 2: 2407 S. CONGRESS AVENUE
CITY: AUSTIN
STATE: TX
ZIP: 78704
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
1
ownership.xml
4
X0508
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2024-01-23
false
0001839341
Core Scientific, Inc./tx
CORZ
0001980208
Sullivan Adam Taylor
C/O CORE SCIENTIFIC, INC.
838 WALKER ROAD, SUITE 21-2105
DOVER
DE
19904
true
true
false
false
Chief Executive Officer
false
Common Stock, par value $0.00001 per share
2024-01-23
4
A
false
28453
A
28453
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 received their pro rata share of new common stock, par value $0.00001 per share ("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). The receipt of the New Common Stock in exchange for Old Common Stock 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 did not purchase any New Common Stock under the Rights Offering. 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 did not purchase any New Common Stock under the Backstop Commitment Letter, but received a commitment premium of shares of New Common Stock as consideration for entering into the Backstop Commitment Letter.
/s/ Todd DuChene, as Attorney-in-Fact
2024-01-25