Core Scientific, Inc./tx false 0001839341 0001839341 2022-02-07 2022-02-07 0001839341 corz:CommonStockParValue0.0001PerShare2Member 2022-02-07 2022-02-07 0001839341 corz:WarrantsExercisableForSharesOfCommonStock1Member 2022-02-07 2022-02-07

 

 

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): February 7, 2022

 

 

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.)

 

106 East 6th Street, Suite 900-145

Austin, Texas

  78701
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (425) 998-5300

(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 class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001 per share   CORZ   The Nasdaq Global Select Market
Warrants, exercisable for shares of common stock   CORZW   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 February 4, 2022, the Muskogee City-County Port Authority announced an agreement with Core Scientific, Inc. (the “Company”) to develop a 500-megawatt data center at the Port of Muskogee John T. Griffin Industrial Park. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, except as expressly set forth by specific reference in such a filing.

 

Item 8.01

Other Events

On February 7, 2022, the Company issued a press release announcing its January 2022 operations updates, including updates with respect to self-mining production, hosting services and grid support. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release dated February 4, 2022.
99.2    Press Release dated February 7, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

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: February 7, 2022      
    By:  

/s/ Todd M. DuChene

    Name:   Todd M. DuChene
    Title:   Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

 

2

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