8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2022

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40046	86-1243837
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

106 East 6th Street, Suite 900-145 Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (425) 998-5300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CORZ	The Nasdaq Global Select Market
Warrants, exercisable for shares of common stock	CORZW	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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.  ☐

Item 7.01 Regulation FD Disclosure

On February 4, 2022, the Muskogee City-County Port Authority announced an agreement with Core Scientific, Inc. (the “Company”) to develop a 500-megawatt data center at the Port of Muskogee John T. Griffin Industrial Park. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

On February 7, 2022, the Company issued a press release announcing its January 2022 operations updates, including updates with respect to self-mining production, hosting services and grid support. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release dated February 4, 2022.
99.2	Press Release dated February 7, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.
Dated: February 7, 2022
	By:	/s/ Todd M. DuChene
	Name:	Todd M. DuChene
	Title:	Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

2

EX-99.1

Exhibit 99.1

MUSKOGEE, OKLAHOMA – FEBRUARY 4, 2022

The Muskogee City-County Port Authority announced an agreement with Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific”), a leader in high-performance, net carbon neutral blockchain infrastructure and software solutions, to develop a 500 Megawatt data center at the Port of Muskogee John T. Griffin Industrial Park.

The Muskogee data center will be developed in phases with initial operations to begin in late 2022 and completion expected in 2023. Core Scientific’s proprietary Minder^® fleet management software will enable the Muskogee data center to curtail electricity consumption in response to the needs of the local electricity provider, contributing to local grid stability. Core Scientific employs this valuable curtailment technology in all of its data centers.

“We applaud the Muskogee City-County Port Authority for recruiting Core Scientific to the area,” said Alba Weaver, senior manager of community affairs and economic development for OG&E and Oklahoma Manufacturing Alliance board member. “Muskogee’s business-friendly environment and location near key transportation infrastructure combined with OG&E’s reliable and affordable electric service make for a great partnership. We look forward to supporting Core Scientific’s growth in the region.”

Core Scientific’s planned investment will bring dozens of high tech jobs to the area over two years.

Muskogee Mayor Marlon Coleman called the project “one of the largest economic development investments in Muskogee history.”

Muskogee City-County Port Authority

918.682.7886 | www.MuskogeePort.com

“Core Scientific’s plan to invest hundreds of millions of dollars in infrastructure, land development, and jobs, changes the paradigm for development in Muskogee,” Coleman said. “With their investment and employment plans, Core Scientific perfectly complements our jobs strategy for creating a live, work, and play community. Our partnership with the Muskogee City-County Port Authority is producing results in unimaginable ways and the recruitment of Core Scientific is proof that together we are turning dreams into realities for the people of Muskogee. We want to thank Core Scientific for choosing Muskogee and helping us to be great.”

Core Scientific’s investment is the third major economic development announcement for the community in recent months.

“The partnership between the Port Authority and the City of Muskogee is rapidly culminating in opportunities that are exciting for all of us,” said Port Director Kimbra Scott. “This is what our economic development efforts are all about, bringing industries to Muskogee that will provide excellent job opportunities, and we anticipate more exciting announcements soon.”

“It was a pleasure to help locate this project in Muskogee, thanks to the professionalism and innovative thinking provided by the Port,” said Richard Cornelison, economic development manager for OG&E. “Our team has worked for about three years to help locate this project. Industry needs continue to evolve and OG&E’s efforts to locate capital and energy-intensive projects in communities that can meet those needs, such as Muskogee, is our primary objective in economic development. I’d like to thank and congratulate Muskogee on another successful project location.”

The City of Muskogee Foundation will consider approval of Core’s SIP application at their next regular scheduled meeting.

For more information regarding the Port of Muskogee, contact Jeff Underwood at Jeff@muskogeeport.com or 918-682-7886.

Muskogee City-County Port Authority

918.682.7886 | www.MuskogeePort.com

EX-99.2

Exhibit 99.2

PRESS RELEASE www.corescientific.com

Core Scientific Announces January 2022 Updates

Core Scientific Increased Self-Mining Hashrate to 7.5 EH/s,

Producing 1,077 Bitcoins in January 2022

AUSTIN, Texas, Feb. 7, 2022 – Core Scientific, Inc. (NASDAQ: CORZ) (“Core Scientific” or “the Company”), a leader in high-performance, net carbon neutral blockchain infrastructure and software solutions, today announced production and operations updates for January 2022.

“For the second month in a row, our self-mining operations produced more than 1,000 bitcoins. We now operate over 14 EH/s combined in our self-mining and hosting activities, and are well positioned to continue our planned expansion,” said Mike Levitt, Core Scientific’s Chief Executive Officer. “In response to winter weather conditions we down-powered mining operations on average once a week in January. We are committed to curtailing mining activities to ensure the stability and performance of the electrical grids in our communities.”

January Self-Mining Update

Core Scientific’s self-mining operations produced 1,077 bitcoins in January, representing a year over year increase of 315%. As of January 31, 2022, the Company held 6,373 bitcoins produced from operations.

As of January month end, Core Scientific operated its own fleet of more than 75,000 bitcoin miners, producing 7.5 EH/s.

January Hosting Update

In addition to its self-mining fleet, as of January 31, 2022, Core Scientific provided infrastructure, technology and operating support for a diverse group of customers representing 7.1 EH/s.

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Core Scientific January 2022 Update - 2

January Grid Support

In the month of January, the Company powered-down a portion of its operations on four separate occasions. Aggregate electrical curtailment for these events exceeded 1,100 megawatt-hours.

ABOUT CORE SCIENTIFIC

Core Scientific is one of the largest publicly-traded, net carbon-neutral blockchain infrastructure providers and miners of digital assets in North America. Core Scientific has operated blockchain infrastructure in North America since 2017, using its facilities and intellectual property portfolio that has grown to more than 70 patents or applications for digital asset hosted mining and self-mining. Core Scientific operates data centers in Georgia, Kentucky, North Carolina and North Dakota, and expects to commence operations in Texas in the first half of 2022 and in Oklahoma in the second half of 2022. Core Scientific’s proprietary Minder^® fleet management software combines the Company’s hosting expertise with data analytics to deliver maximum uptime, alerting, monitoring and management of all miners in the Company’s network. To learn more, visit http://www.corescientific.com.

As of September 30, 2021, over 50% of the power used in Core Scientific’s operation was generated from non-carbon emitting sources by local power providers pursuant to long-term power contracts. The Company determines whether power is generated from non-emitting energy sources from dispatch reports or grid generation mix reports provided by the Company’s power providers. Based on these reports Core Scientific purchased Green-e certified renewable energy credits (“RECs”) to offset 100% of the carbon produced as a result of its contracted power. The Company expects to maintain its net carbon neutrality by increasing its overall use of renewable power and by purchasing RECs when necessary.

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Core Scientific January 2022 Update - 3

FORWARD LOOKING STATEMENTS AND EXPLANATORY NOTES

This press release includes “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, the Company’s ability to scale and grow its business, source clean and renewable energy, the advantages and expected growth of the Company. 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 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, 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.

Year over year comparisons are based on the combined results of Core Scientific and its acquired entities.

Core Scientific provides this and any future similar unaudited updates to provide shareholders with visibility into the Company’s progress toward previously announced capacity and operational projections.

For additional media and information, please follow us

    

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Core Scientific January 2022 Update - 4

https://www.linkedin.com/company/corescientific/

https://twitter.com/core_scientific

CONTACTS

Investors:

Steven Gitlin

ir@corescientific.com

Media:

press@corescientific.com

-end-

XML

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Document And Entity Information [Line Items]
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Document Type	8-K
Document Period End Date	Feb. 07, 2022
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Entity File Number	001-40046
Entity Tax Identification Number	86-1243837
Entity Address, Address Line One	106 East 6th Street
Entity Address, Address Line Two	Suite 900-145
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
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Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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Common Stock Par Value 0.0001 Per Share 2 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, par value $0.0001 per share
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Document And Entity Information [Line Items]
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