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Item 1.
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Security and Issuer
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The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of
Core Scientific, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 106 East 6th Street, Suite 900-145, Austin, TX 78701.
Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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Item 2.
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Identity and Background
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(a)
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This Schedule 13D is filed by Michael J. Levitt (“Levitt”), HKM Investments, LLC
(“HKM”), MJL 2012 Younger Children Trust, modified as of March 21, 2021 (“Younger Children Trust”), MJL 2012 Older Children Trust, modified as of March 21, 2021 (“Older Children
Trust”), CS 1219 Trust, dated April 13, 2017 (“CS 1219 Trust”), MJL Revoccable Trust, modified as of June 18, 2021 (“MJL RV Trust”), NBL Revocable Trust, modified as of
June 18, 2021 (“NBL RV Trust”) and MJL Blockchain LLC (“Blockchain” and together with Levitt, HKM, Younger Children Trust, Older Children Trust, CS 1219 Trust, MJL RV Trust and NBL RV Trust, the
“Reporting Persons”).
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(b)
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The principal business and principal business office of the Reporting Persons is c/o Core Scientific, Inc., 106
East 6th Street, Suite 900-145, Austin, TX 78701.
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(c)
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The principal business of the Reporting Persons is venture capital investments.
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(d)
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During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of
administrative body of competent jurisdiction or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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Levitt is a citizen of the United States. Each of HKM and Blockchain is a New York and Delaware Limited
Liability Company respectively. Each of Younger Children Trust, Older Children Trust, CS 1219 Trust, MJL RV Trust and NBL RV Trust was organized in Texas.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Reporting Person acquired 20,455,204 shares of Common Stock of the Issuer and warrants exercisable for 1,600,153 shares of Common Stock of the Issuer
pursuant to the Agreement and Plan of Merger and Reorganization, dated as of July 20, 2021, as amended by First Amendment to Plan of Merger and Reorganization, dated as of October 1, 2021 and as further amended by the Second Amendment to
Plan of Merger and Reorganization, dated as of December 29, 2021 (as amended, the “Merger Agreement”), by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation
(“XPDI”), XPDI Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of XPDI, and Core Scientific Holding Co., a Delaware corporation (the “Business Combination”). Following the
consummation of the Business Combination on January 19, 2022 (the “Closing”), XPDI changed its name to Core Scientific, Inc.
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Item 4.
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Purpose of Transaction
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The Reporting Person has acquired, and holds, the shares of Common Stock and warrants execisable for Common Stock reported herein for investment purposes. The
Reporting Person may acquire additional securities of the Issuer, depending on market indicators and the business performance of the Issuer, but does not currently plan to purchase a number of shares that would result in a substantial change in the
beneficial ownership of the Reporting Person or his ability to influence control of the Issuer.
Other than as described above, and except that the
Reporting Person may, from time to time or at any time, subject to market conditions and other factors, purchase additional shares of Common Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a
portion of the shares of Common Stock now owned or hereafter acquired by him to one or more purchasers or pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act as of the date of this
Schedule 13D, the Reporting Person does not have any present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the
Issuer;
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