Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 02 2024 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Core
Scientific, Inc.
(Name of Issuer)
Common Stock, par value of $0.00001 per share
(Title of Class of Securities)
21873J108
(CUSIP Number)
January 23, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 21873J108
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1 |
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Name of Reporting Persons
Tospring Technology Limited |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Seychelles |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
10,735,143 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
10,735,143 |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,735,143(1)(2) |
10 |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11 |
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Percent of Class Represented by
Amount in Row (9)
5.5%(3) |
12 |
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Type of Reporting Person (See
Instructions) CO |
(1) |
On December 21, 2022, 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 (the
Bankruptcy Code). On January 23, 2024, (the Effective Date), the joint reorganization plan filed by the Debtor became effective in accordance with its terms. On January 4, 2024, the Bankruptcy Court entered an order
authorizing Core Scientific, Inc.s (the Issuer) entry into an Asset Purchase Agreement, dated as of September 5, 2023, and, as amended on November 6, 2023 (together, the APA) by and between the Issuer, as
purchaser, and Bitmain Technologies Delaware Limited, as vendor (Bitmain). Pursuant to the APA, the Issuer agreed with Bitmain, among others, to issue an aggregate amount of 10,735,143 shares to Tospring Technology Limited within five
business days after the Effective Date. |
(2) |
Represents 10,735,143 shares of common stock held by Tospring Technology Limited, a company incorporated in
Seychelles. Tospring Technology Limited is a wholly owned subsidiary of Bitmain Technologies Holding Limited, a company incorporated in the Cayman Islands. Bitmain Technologies Holding Limited is ultimately controlled by Mr. Ketuan Zhan.
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(3) |
This percentage is calculated based on 184,998,580 shares of new common stock reported on the Issuers
January 23, 2024 Form 8-K and the 10,753,143 additional shares described in note (1). |
CUSIP No. 21873J108
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1 |
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Name of Reporting Persons
Bitmain Technologies Holding Limited |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization Cayman
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
10,735,143 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
10,735,143 |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,735,143 |
10 |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11 |
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Percent of Class Represented by
Amount in Row (9)
5.5%(4) |
12 |
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Type of Reporting Person (See
Instructions) CO |
(4) |
This percentage is calculated based on 184,998,580 shares of new common stock reported on Issuers
January 23, 2024 Form 8-K and the 10,753,143 shares issued to Tospring Technology Limited pursuant to the APA. |
CUSIP No. 21873J108
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1 |
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Name of Reporting Persons
Ketuan Zhan |
2 |
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
3 |
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SEC Use Only
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4 |
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Citizenship or Place of
Organization
Chinese |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
10,735,143 |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
10,735,143 |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,735,143 |
10 |
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11 |
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Percent of Class Represented by
Amount in Row (9)
5.5%(5) |
12 |
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Type of Reporting Person (See
Instructions) IN |
(5) |
This percentage is calculated based on 184,998,580 shares of new common stock reported on Issuers
January 23, 2024 Form 8-K and the 10,753,143 shares issued to Tospring Technology Limited pursuant to the APA. |
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Item 1. |
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(a) |
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Name of Issuer:
Core Scientific, Inc. |
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(b) |
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Address of Issuers Principal Executive Offices:
838 Walker Road, Suite 21-2105
Dover, Delaware 19904 |
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Item 2. |
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(a) |
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Name of Person Filing:
Tospring Technology Limited Bitmain Technologies Holding
Limited Ketuan Zhan (collectively, the Reporting
Persons) |
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(b) |
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Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Tospring Technology Limited is Vistra
Corporate Services Center, Suite 23, 1st Floor, Eden Plaza, Mahé, Seychelles.
The address of the principal business office of Bitmain Technologies Holding Limited is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104. The address of the principal business
office of Ketuan Zhan is Building 1, Courtyard 9, Fenghao East Road, Haidian District, China. |
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(c) |
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Citizenship:
Tospring Technology Limited Seychelles Bitmain
Technologies Holding Limited Cayman Islands Ketuan Zhan Chinese |
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(d) |
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Title of Class of Securities:
Common stock, par value $0.00001 per share. |
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(e) |
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CUSIP Number:
21873J108 |
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Item 3. |
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If this statement is filed pursuant to §§240.13d-1(b), or §§240.13d-2(b) or (c), check whether the person filing is
a: |
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Not applicable |
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Item 4. |
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Ownership. |
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(a) |
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Amount beneficially owned:
See Item 9 of the respective cover page for the aggregate number of shares that are beneficially owned by each Reporting Person as of January 23,
2024. |
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(b) |
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Percent of class:
See Item 11 of the respective cover page for the percentage of shares that are beneficially owned by each Reporting Person as of January 23,
2024. |
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(c) |
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Number of shares as to which the person has: |
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(i) |
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Sole power to vote or to direct the vote |
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(ii) |
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Shared power to vote or to direct the vote |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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(iv) |
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Shared power to dispose or to direct the disposition of
See Items 5 through 8 of the respective cover page for the number of shares that are beneficially owned by each Reporting Person as of January 23, 2024 as
to which there is sole or shared power to vote or direct the vote, and sole or shared power to dispose or direct the disposition. |
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Item 5. |
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Ownership of Five Percent or Less of a Class. |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following. ☐ |
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Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
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Not applicable. |
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Item 8. |
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Identification and Classification of Members of the Group. |
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Not applicable. |
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Item 9. |
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Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
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Certifications. |
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By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 2, 2024
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Tospring Technology Limited |
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By: |
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/s/ Ketuan Zhan |
Name: |
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Ketuan Zhan |
Title: |
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Director |
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Bitmain Technologies Holding Limited |
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By: |
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/s/ Ketuan Zhan |
Name: |
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Ketuan Zhan |
Title: |
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Director |
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Ketuan Zhan |
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/s/ Ketuan Zhan |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Joint Filing Agreement, dated February 1, 2024, by and among Tospring Technology Limited,
Bitmain Technologies Holding Limited and Ketuan Zhan |
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect
to the common stock, par value of $0.00001 per share, of Core Scientific, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of February 1, 2024.
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Tospring Technology Limited |
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By: |
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/s/ Ketuan Zhan |
Name: |
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Ketuan Zhan |
Title: |
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Director |
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Bitmain Technologies Holding Limited |
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By: |
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/s/ Ketuan Zhan |
Name: |
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Ketuan Zhan |
Title: |
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Director |
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Ketuan Zhan |
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/s/ Ketuan Zhan |
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