Core Scientific, Inc 8-K, filed Jan 23, 2024

About this 8-K

Items reported

Core Scientific, Inc. (CORZ)

8-K 2024-01-23 For: 2024-01-23

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Added on April 09, 2026

Core Scientific, Inc filed this 8-K on January 23, 2024.

Core Scientific, Inc.

Date: January 23, 2024

/s/ Todd M. DuChene

Name: Todd M. DuChene

Title: Chief Legal Officer and Chief Administrative Officer

Item 1.01: Entered into a material agreement
Item 1.02: Ended a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 3.02: Unregistered sale of equity
Item 3.03: Change to shareholders' rights
Item 5.01: Change in control
Item 5.02: Director or officer change, or executive pay
Item 5.03: Charter or bylaw amendment, or fiscal year change
Item 7.01: Regulation FD disclosure
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	CORZ	*
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share	CORZW	*
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share	CORZZ	*


Exhibit		Description

2.1		Confirmation Order, dated January 16, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on January 17, 2024).

3.1		Third Amended and Restated Certificate of Incorporation of Core Scientific, Inc.

3.2		Second Amended and Restated Bylaws of Core Scientific, Inc.

4.3		Warrant Agreement, dated as of January 23, 2024, by and among the Company, Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as Warrant Agent.

10.1		Asset Purchase Agreement, dated as of September 5, 2023, by and between Bitmain and the Company. *

10.2		Amendment to Asset Purchase Agreement, dated as of November 6, 2023 by and between Bitmain and the Company.

99.1		Debtors’ Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications), dated January 15, 2024 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on January 17, 2024).

99.2		Presentation.

99.3		Press Release, dated January 23, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*		Certain information has been omitted from this filing pursuant to Item 601(a)(6) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.


CORE SCIENTIFIC, INC.

By:		/s/ Todd DuChene
Name:		Todd DuChene
Title:		Secretary


		Page
SECTION 1.	Appointment of Warrant Agent		2
SECTION 2.	Issuances; Exercise Price		2
SECTION 3.	Form of Warrants		2
SECTION 4.	Execution of Global Warrant Certificates		3
SECTION 5.	Registration and Countersignature		3
SECTION 6.	Registration of Transfers and Exchanges		4
SECTION 7.	Duration and Exercise of Warrants		7
SECTION 8.	Cancellation of Warrants		12
SECTION 9.	Mutilated or Missing Global Warrant Certificates		12
SECTION 10.	Reservation of Warrant Shares		12
SECTION 11.	List		13
SECTION 12.	Adjustments and Other Rights of Warrants		13
SECTION 13.	No Fractional Shares		35
SECTION 14.	Redemption		35
SECTION 15.	Notices to Warrantholders		35
SECTION 16.	Merger, Consolidation or Change of Name of Warrant Agent		36
SECTION 17.	Warrant Agent		36
SECTION 18.	Change of Warrant Agent		41
SECTION 19.	Warrantholder Not Deemed a Stockholder		42
SECTION 20.	Notices to Company and Warrant Agent		42
SECTION 21.	Withholding and Reporting Requirements		43
SECTION 22.	Supplements and Amendments		43
SECTION 23.	Successors		44
SECTION 24.	Termination		44
SECTION 25.	Governing Law Venue and Jurisdiction; Trial By Jury		44
SECTION 26.	Benefits of this Agreement		45
SECTION 27.	Counterparts		45
SECTION 28.	Headings		45
SECTION 29.	Severability		45
SECTION 30.	Entire Agreement		45
SECTION 31.	Meaning of Terms Used in Agreement		46


Exhibit A	-	Form of Tranche 1 Global Warrant Certificate
Exhibit B	-	Form of Tranche 2 Global Warrant Certificate
Exhibit C-1	-	Form of Election to Exercise Book-Entry
Exhibit C-2	-	Form of Election to Exercise Direct Registration Warrants to be Completed by Direct Participant in the Depository Trust Company
Exhibit D	-	Form of Assignment


Where:

EP₀	=	the Tranche 1 Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP₁	=	the Tranche 1 Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend, distribution, subdivision or combination, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and


OS₁		=		the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.


Where:

EP₀	=	the Tranche 2 Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be;

EP₁	=	the Tranche 2 Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend, distribution, subdivision or combination, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and

OS₁	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.



EP₁	=	the Tranche 2 Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires;

AC	=	the aggregate value of all Cash and any other consideration (as determined by the Board of Directors in good faith) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS₁	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP₁	=	the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


CORE SCIENTIFIC, INC.

By:		/s/ Todd M. DuChene
Name:		Todd M. DuChene
Title:		Chief Legal Officer, Chief Administrative Officer and Secretary


COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent On behalf of both entities

By:		/s/ Collin Ekeogu
Name:		Collin Ekeogu
Title:		Manager, Corporate Actions


		CUSIP No. 21874A114

No.		WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK


		CUSIP No. 21874A130

No.		WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK


NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:
NAME OF DIRECT PARTICIPANT IN THE DEPOSITORY:

(PLEASE PRINT)

ADDRESS

CONTACT NAME:

ADDRESS:

TELEPHONE (INCLUDING INTERNATIONAL CODE):
TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:
ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:

DEPOSITORY ACCOUNT NO.:


NAME: (PLEASE PRINT)
NAME: (PLEASE PRINT)

CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED:

DEPOSITORY ACCOUNT NO.:


NAME: (PLEASE PRINT) ADDRESS:
NAME: (PLEASE PRINT) ADDRESS:
CONTACT NAME:

TELEPHONE (INCLUDING INTERNATIONAL CODE):
TELEPHONE (INCLUDING INTERNATIONAL CODE):

FAX (INCLUDING INTERNATIONAL CODE):

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):


NUMBER OF WARRANTS BEING EXERCISED
NUMBER OF WARRANTS BEING EXERCISED

(ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE)

Signature:

Name:

Capacity in which Signing:

Signature Guaranteed BY:


Dated

Signature

Social Security or Other Taxpayer Identification Number of Assignee


SIGNATURE GUARANTEED BY:


if to Vendor:

Address:		840 New Burton Street, Suite 201, Dover, Kent, DE 19904
Attn		Irene Gao
Phone:		N/A
Email:		tianlin.gao@bitmain.com with a copy to legal@bitmain.com and invoice@bitmain.com

if to Purchaser:

Address:		210 Barton Springs Road, Suite 300 Austin, Texas 78704
Attn:		Todd DuChene
Phone:		+1 (408) 464-3421
Email:		tduchene@corescientific.com


Bitmain Technologies Delaware Limited		Core Scientific, Inc.

By:	/s/ Cheng Ran	By:	/s/ Adam Sullivan
Name:	Cheng Ran	Name: Adam Sullivan
Title:		Title: Chief Executive Officer
Date:		Date: September 5, 2023


Type		Details*
Actual Delivery Quantity		27,000 units
Product Name		S19j XP
Rated Hashrate / Unit		~151TH/s*
Rated Power / Unit		~3247W/U*
J/T@25°C Environment Temperature		~21.5
Error Range of J/T@25°C		Not to exceed 10%


	Date	Cash	Equity	% of Total
Purchase Price Payment Timing	No later than five (5) Business Days following the Effective Date, unless otherwise agreed by Purchaser (“Payment A”)	$7,705,670.10	$53,939,690.72	80%
	On or before the date that is thirty (30) days after the Effective Date, unless otherwise agreed by Purchaser (“Payment B”)	$7,705,670.10	None.	10%
	On or before the date that is sixty (60) days after the Effective Date, unless otherwise agreed by Purchaser (“Payment C”)	$7,705,670.10	None.	10%
	Total	$23,117,010.31	$53,939,690.72 paid-in Core Scientific Equity	100%

Unit Delivery to Carrier Timing (“Shipping Period”) (each delivery, an “Installment”)		1. Three (3) Business Days after Vendor’s receipt of Payment A: 7,364 units (“Installment A”) 2. Three (3) Business Days after Vendor’s receipt of Payment B: 9,818 units (“Installment B”) 3. Three (3) Business Days after Vendor’s receipt of Payment C: 9,818 units (“Installment C”)


Purchase Price Payment Timing	Date	Cash	Equity	% of Total
	No later than five (5) Business Days following the Effective Date, unless otherwise agreed by Purchaser (“Payment A”)	$7,705,670.10 *	$53,939,690.72	80%
	On or before the date that is thirty (30) days after the Effective Date, unless otherwise agreed by Purchaser (“Payment B”)	$7,705,670.10 *	None.	10%
	On or before the date that is sixty (60) days after the Effective Date, unless otherwise agreed by Purchaser (“Payment C”)	$7,705,670.10 *	None.	10%
	Total	$23,117,010.31	$53,939,690.72 paid-in Core Scientific Equity	100%

Unit Delivery to Carrier Timing (“Shipping Period”) (each delivery, an “Installment”)		The Delivered Assets will be delivered to the Purchaser prior to the Effective Date pursuant to Article 2.3 of the Asset Purchase Agreement. Title to the Delivered Assets will be transferred to Purchaser upon payment of Each of Payment A, Payment B and Payment C. Title to Delivered Assets will be transferred to Purchaser upon payment by Purchaser of each installment payment proportionate to the ratio of such payment amount to the aggregate consideration to be paid.


Facility:		Units will be operated in Company facilities as listed and as determined by Company.

Hosting-Services Rate:		Rate above is subject to any increases, changes in, or introduction or administration of, any new taxes or changes in existing tax rates, levies, tariffs or governmental fees and charges with respect to the provision of Services, or increases or changes in utility costs or energy for one or more Company Facilities where Client’s Equipment is hosted, Company may, in its sole and absolute discretion, pass through all such amounts to Client (“Increased Costs”)


Payment Due Date	Payment Total (USD)		Payment Breakdown
NA		NA	•


By:		/s/ Cheng Ran
Bitmain Technologies Georgia Limited “Client”
Name:		Cheng Ran
Title:
Date:


By:		/s/ Adam Sullivan
Core Scientific, Inc., “Company”
Name:		Adam Sullivan
Title:		CEO
Date:		11/6/2023