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.
Item 2.
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Identity and Background
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(a)
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This Schedule 13D is filed by Matt Minnis (Minnis) and MPM Life LLC
(MPM and together with Minnis, 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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Minnis is a citizen of the United States. MPM is a Delaware Limited Liability Company.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The Reporting Persons acquired 29,111,651 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 (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.
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 exercisable 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:
(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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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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