Explanatory Note:
This Amendment No. 1 (Amendment No. 1) to Schedule 13D amends the initial statement on
Schedule 13D filed by the Reporting Persons on January 31, 2022 (as subsequently amended, the Statement). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information
previously reported in the Statement, and capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Statement.
On December 21, 2022, Core Scientific, Inc., a Delaware corporation (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. On January 16, 2024, the Bankruptcy Court entered an order confirming (the Confirmation Order) the Debtors Fourth Amended Joint Chapter 11 Plan of
Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the Plan), dated as of January 15, 2024. On January 23, 2024, (the Effective Date), the
Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, the
Issuers common stock outstanding immediately before the Effective Date (the Old Common Stock) was canceled and is of no further force or effect, and the new organizational documents of the Company became effective,
authorizing the issuance of new shares of common stock, par value $0.00001 per share (the Common Stock) and warrants.
Item 1. |
Security and Issuer. |
Item 1 of the Statement is hereby amended and restated as follows:
The class of equity security to which this statement on Schedule 13D relates is the Common Stock of the Issuer. The address of the principal executive offices
of the Issuer is 838 Walker Road, Suite 21-2105, Dover, DE 19904. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 2. |
Identity and Background. |
The portion of Item 2 of the Statement included below is hereby revised as follows:
(b) The principal business and principal business office of the Reporting Persons is 3753 Howard Hughes Parkway Suite 200 Las Vegas, NV 89069
Item 3. |
Source and Amount of Funds or Other Consideration |
On the Effective Date, pursuant to the terms of the Plan, the Issuers Old Common Stock was canceled and is of no further force or effect, and, in
exchange, all holders of Old Common Stock, including the Reporting Persons, received (i) for each share of Old Common Stock and unvested RSU held, shares of Common Stock in the reorganized Issuer at an exchange ratio of 10:1(subject to dilution
by awards issuable under a new management incentive plan and shares of Common Stock issuable upon conversion or exercise of certain secured convertible notes, warrants, contingent value rights and settlement shares issued as part of the
reorganization), and (ii) for each share of Old Common Stock held, 0.253244 Tranche 1 Warrants and 0.211037 Tranche 2 Warrants (each as defined below). The receipt of the Common Stock, Tranche 1 Warrants and Tranche 2 Warrants in exchange for
Old Common Stock and unvested RSUs was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.
In accordance
with the Plan, holders of the Issuers Old Common Stock as of November 16, 2023 were granted the right to participate in a rights offering (the Rights Offering) for the purchase, on a pro rata basis, of up to
$55 million of Common Stock to be issued pursuant to the Plan. In addition, certain members of the Issuers board of directors and management prior to the Effective Date, including Feinstein, committed to purchase a portion of any Common
Stock not otherwise subscribed for in the Rights Offering pursuant to a backstop commitment letter (the Backstop Commitment Letter). Feinstein purchased 796,672 shares of Common Stock pursuant to the Rights Offering. The
Reporting Persons did not purchase any Common Stock under the Backstop Commitment Letter, but Feinstein received a commitment premium of 56,905 shares of Common Stock as consideration for entering into the Backstop Commitment Letter.
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