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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Core Scientific Inc | NASDAQ:CORZ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.20 | 6.25% | 3.40 | 3.33 | 3.42 | 3.39 | 3.21 | 3.26 | 1,739,398 | 00:56:20 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Core Scientific, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21873J108
(CUSIP Number)
David Maryles
Managing Director, Legal and Compliance
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
(212) 810-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 9, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 21873J108 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BlackRock,
Inc. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY SOURCE OF FUNDS (see
instructions) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 4,737,778 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 4,737,778 SHARED DISPOSITIVE POWER 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,737,778 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ See Item 5 herein. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.2% TYPE OF REPORTING PERSON
(see instructions) HC
EXPLANATORY NOTE This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission on December 30, 2022 (as so amended, the Schedule 13D), by BlackRock relating to the Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the
information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. Item 2. Identity and Background. The information in
Item 2(b) (c) and (f) is hereby amended by replacing Annex A thereof with the Annex A attached hereto. Item 4. Purpose of
Transaction. The information in Item 4 is hereby amended by adding the following immediately before the penultimate paragraph
thereof.: On February 9, 2023, the Issuer terminated the Support Agreement in accordance with Section 6(b)(ii) thereof and, in
connection therewith, the Issuer has repaid in full all amounts outstanding under the DIP Credit Agreement and the DIP Credit Agreement has been terminated. As a result of the foregoing, any group, as such term is used in Regulation 13D under the Act that may be deemed to have been
formed with the other parties to the Support Agreement and the DIP Credit Agreement who beneficially own shares of the Issuers Common Stock, terminated on February 9, 2023. Item 5. Interest in Securities of the Issuer. The information in Item 5(e) is hereby amended and restated to read as follows: (e) As of February 9, 2023, BlackRock does not beneficially own more than five percent of the Issuers Common Stock and, as a result
of the termination of the Support Agreement, may no longer be deemed to be a member of a group that beneficially owns more than five percent of the Issuers Common Stock.
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct. Date: February 9, 2023 /s/ David Maryles
Annex A The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the Covered Persons), setting forth the
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the
United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock). Executive Officers Name Position Business Address Citizenship BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Senior Managing Director and Chair and Head of Asia Pacific BlackRock, Inc. 16/F Champion Tower 3 Garden Road Central, Hong Kong Senior Managing Director, Chief Operating Officer and Head of BlackRock Solutions BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Senior Managing Director and Head of Europe, Middle East and Africa BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Senior Managing Director and Chief Financial Officer BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055
Directors Name Principal Occupation or Employment Business Address Citizenship BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Fl New York, NY 10055 Estée Lauder Companies 767 Fifth
Avenue New York, NY 10153 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Magic Leap 7500 W. Sunrise Blvd Plantation, FL 33322 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackIvy Group LLC 2300 N Street NW Suite 630 Washington DC 20037 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Zoetis Inc. 10 Sylvan Way Parsippany, NJ 07054
Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134 Grupo Financiero Inbursa Av. Paseo de las
Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000,
México D.F. Verizon Communications Inc. 1095 Avenue of the
Americas New York, NY 10036 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 BlackRock, Inc. 55 East 52nd Street New York, NY 10055
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BlackRock, Inc.
By:
Name: David Maryles
Title: Attorney-in-Fact
Laurence D. Fink
Chairman and Chief Executive Officer
U.S.
Robert S. Kapito
President
U.S.
Rachel Lord
U.K.
Robert L. Goldstein
U.S.
J. Richard Kushel
Senior Managing Director and Head of the Portfolio Management Group
U.S.
Stephen Cohen
U.K.
Christopher J. Meade
Senior Managing Director, Chief Legal Officer and General Counsel
U.S.
Gary S. Shedlin
U.S.
Mark Wiedman
Senior Managing Director and Head of the Global Client Business
U.S.
Caroline Heller
Senior Managing Director and Global Head of Human Resources
U.S.
Marc Comerchero
Managing Director, Chief Accounting Officer and Global Controller
U.S.
Bader M. Alsaad
Arab Fund for Economic & Social Development Chairman of the Board and Director General
Kuwait
Pamela Daley
General Electric Company Former Senior Vice President of Corporate Business Development
U.S.
Laurence D. Fink
BlackRock, Inc. Chairman and Chief Executive Officer
U.S.
William E. Ford
General Atlantic Chairman and Chief Executive Officer
U.S.
Fabrizio Freda
The Estée Lauder Companies Inc. President and Chief Executive Officer
Italy & U.S.
Murry S. Gerber
EQT Corporation Former Executive Chairman, Chairman, President and Chief Executive Officer
U.S.
Margaret Peggy L. Johnson
Magic Leap, Inc. Chief Executive Officer
U.S.
Robert S. Kapito
BlackRock, Inc. President
U.S.
Cheryl D. Mills
BlackIvy Group LLC Founder and Chief Executive Officer
U.S.
Gordon M. Nixon
Royal Bank of Canada Former President, Chief Executive Officer and Board Member
Canada
Kristin C. Peck
Zoetis Inc. Chief Executive Officer
U.S.
Charles H. Robbins
Cisco Systems, Inc. Chairman and Chief Executive Officer
U.S.
Marco Antonio Slim Domit
Grupo Financiero Inbursa, S.A.B. de C.V. Chairman
Mexico
Hans E. Vestberg
Verizon Communications Inc. Chairman and Chief Executive Officer
Sweden
Susan L. Wagner
BlackRock, Inc. Former Vice Chairman
U.S.
Mark Wilson
Abacai Co-Chairman and Chief Executive Officer
New Zealand
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