0001839341FALSECore Scientific, Inc./tx838 Walker RoadSuite 21-2105DoverDelaware00018393412024-04-152024-04-150001839341us-gaap:CommonStockMember2024-04-152024-04-150001839341core:WarrantExercisePriceOf6.81PerShareMember2024-04-152024-04-150001839341core:WarrantExercisePriceOf0.01PerShareMember2024-04-152024-04-15

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): April 15, 2024
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.)
838 Walker Road, Suite 21-2105
Dover, Delaware
 
19904
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 402-5233

(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.00001 per share
CORZ
The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share         
CORZW
The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share
CORZZ
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 April 12, 2024, the Company issued a press release announcing it has filed a Registration Statement on Form S-1 strictly to register the offer and sale of outstanding common stock on behalf of certain existing stockholders to satisfy registration rights that were granted to such stockholders. The Company is not selling any shares of common stock being offered by the registration statement and will not receive any of the proceeds from any sale of such shares by any selling stockholders.
The registration statement has been filed with the SEC but is not yet effective. The securities registered under the registration statement may not be sold, nor may offers to buy be accepted prior to the time the registration statement is declared effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A copy of the prospectus relating to the offering, when available, may be obtained from the Company at ir.corescientific.com.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language except as expressly set forth by specific reference in such filing.

Item 9.01    Financial Statement and Exhibits
(d) Exhibits:
  
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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: April 15, 2024
By:/s/ Todd M. DuChene
Name:Todd M. DuChene
Title:Chief Legal Officer and Chief Administrative Officer


image_2.jpg    
Exhibit 99.1


        
press release
Core Scientific Files Registration Statement for
Shares Held by Existing Shareholders
•The 10.8 million shares associated with registration statement are included in Core Scientific's 177.6 million total current share count as of April 11, 2024

AUSTIN, Texas, Apr. 15, 2024 – Core Scientific, Inc. (Nasdaq: CORZ) ("Core Scientific" or “the Company”), a leader in bitcoin mining and application-specific digital infrastructure for emerging high-value compute, today announced the filing of a registration statement for 10.8 million shares held by existing shareholders.
The Company is not selling any shares of common stock being offered by the registration statement and will not receive any of the proceeds from any sale of such shares by any selling shareholders. The registration statement has been filed with the SEC but is not yet effective. The securities registered under the registration statement may not be sold, nor may offers to buy be accepted prior to the time the registration statement is declared effective.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. A copy of the prospectus relating to the offering, when available, may be obtained from the Company at ir.corescientific.com.
ABOUT CORE SCIENTIFIC
Core Scientific is one of the largest bitcoin miners and hosting solutions providers for bitcoin mining in North America. Transforming energy into high value compute with superior efficiency at scale, we employ our own large fleet of computers (“miners”) to earn bitcoin for our own account and provide hosting services for large bitcoin mining customers at our seven operational data centers in Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1) and Texas (2). We derive the majority of our revenue from earning bitcoin for our own account (“self-mining”). To learn more, visit www.corescientific.com

-more-
Exhibit 99.1
FORWARD LOOKING STATEMENTS AND EXPLANATORY NOTES
This press release includes “forward-looking statements” within the meaning of the 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. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include, but are not limited to, the following: risks and uncertainties relating to the Company’s ability to achieve significant cash flows from operations; the effects of the emergence from the Company’s chapter 11 cases on the Company’s liquidity, results of operations and business; the trading price and volatility of the Company’s common stock; the comparability of the Company’s post-emergence financial results to its historical results and the projections filed with the bankruptcy court in the Company’s chapter 11 cases; changes in the Company’s business strategy and performance, including as a result of changes to the Company’s board of directors or management; the possibility that the Company may be unable to achieve its business and strategic goals; the Company’s post-bankruptcy capital structure; attraction and retention of key personnel; the Company’s ability to achieve expected benefits from restructuring activities; restrictions on the Company’s operations contained in the agreements governing the Company’s indebtedness; the Company’s ability to generate sufficient cash to reduce its indebtedness and its potential need and ability to incur further indebtedness; the impact of the halving event; actions taken by third parties, including the Company’s creditors and other stakeholders, as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. 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, including those identified in the Company’s reports filed with the U.S. Securities & Exchange Commission, 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.

/////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////
-more-

Please follow us on:

imagea.jpgimage1a.jpg

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

CONTACTS

Investors:
ir@corescientific.com
Media:
press@corescientific.com

v3.24.1.u1
Cover
Apr. 15, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Apr. 15, 2024
Entity Registrant Name Core Scientific, Inc./tx
Entity Incorporation, State or Country Code DE
Entity File Number 001-40046
Entity Tax Identification Number 86-1243837
Entity Address, Postal Zip Code 19904
City Area Code 512
Local Phone Number 402-5233
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001839341
Amendment Flag false
Entity Address, Address Line One 838 Walker Road
Entity Address, Address Line Two Suite 21-2105
Entity Address, City or Town Dover
Entity Address, State or Province DE
Common stock, par value $0.00001 per share  
Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.00001 per share
Trading Symbol CORZ
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share
Trading Symbol CORZW
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share
Trading Symbol CORZZ
Security Exchange Name NASDAQ
Core Scientific (PK) (USOTC:CORZQ)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Core Scientific (PK) Charts.
Core Scientific (PK) (USOTC:CORZQ)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Core Scientific (PK) Charts.