Current Report Filing (8-k)

Core Scientific, Inc./tx false 0001839341 0001839341 2022-06-08 2022-06-08 0001839341 core:CommonStockParValue0.0001PerShare2Member 2022-06-08 2022-06-08 0001839341 core:WarrantsExercisableForSharesOfCommonStock1Member 2022-06-08 2022-06-08

 

 

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): June 8, 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)		(I.R.S. Employer Identification No.)

 

210 Barton Springs Road Suite 300 Austin, Texas		78704
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

(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 obligation 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 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Restricted Stock Unit Amendment

On June 8, 2022, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Core Scientific, Inc. (the “Company”) approved an amendment to the Company’s award agreement for the restricted stock units (“RSUs”) outstanding under the Mineco Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”), to provide for the waiver and elimination of the requirement that the Company undergo a “change in control” or a “public offering” for full vesting of the previously outstanding time-vested award (the “RSU Amendment”). The Board ratified the RSU Amendment on June 14, 2022. Although the mergers that the Company underwent did not satisfy the event-based vesting requirement, they significantly reduced the possibility of the requirement being met as contemplated under the 2018 Plan. The RSU Amendment was authorized and approved by the Board and the Compensation Committee as necessary, desirable and in the best interest of the Company and its stockholders. As a result of the RSU Amendment, all outstanding RSUs under the 2018 Plan are subject only to time-based vesting, of which RSUs covering approximately 50 million shares of Common Stock (as defined below) will be net settled, with approximately 17 million shares of Common Stock to be canceled and forfeited to satisfy tax withholding obligations. The Company registered (i) 90,350,332 shares of common stock, $0.0001 par value per share (“Common Stock”), issuable upon settlement of RSUs outstanding under the 2018 Plan on its Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2022 and (ii) 24,962,264 shares of Common Stock issuable upon the settlement of restricted stock units, which were assumed by the Company and converted into RSUs in connection with the previously disclosed business combination, on its Registration Statement on Form S-1 (as amended), declared effective by the Commission on May 11, 2022.

The foregoing description of the RSU Amendment does not purport to be a complete statement of the terms of the RSU Amendment and is qualified in its entirety by reference to the full text thereof, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2022.

---

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: June 14, 2022
				By:		/s/ Todd M. DuChene
				Name:		Todd M. DuChene
				Title:		Executive Vice President, General Counsel, Chief Compliance Officer and Secretary