--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-013078" form_type: "8-K" ticker: "CORZ" cik: "0001839341" company_name: "Core Scientific, Inc./tx" filed_at: "2024-01-23T23:59:59+00:00" generated_at: "2026-06-06T20:10:57.314835+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Core Scientific emerges from Chapter 11; new common stock and warrants listed on Nasdaq ## Summary - On Jan 23, 2024, Core Scientific's Chapter 11 plan became effective, old common stock cancelled, new common stock and warrants issued. - Issued 184,998,580 shares of new common stock (CORZ) and 175,816,062 warrants (CORZW, CORZZ) under the plan. - Entered $80M exit credit facility ($40M term loan + $40M roll-up), $260M secured convertible notes (10% cash or 6% cash+6% stock), and $150M senior secured notes (12.5%). - Nasdaq approved listing of new common and warrants effective Jan 24, 2024; warrants expire 2027 (Tranche 1 at $6.81) and 2029 (Tranche 2 at $0.01 after TEV trigger). - Contingent value rights (CVRs) issued to noteholders: up to $43.3M each of first three anniversaries if new common stock value below $260M. ## SEC filing metadata - accession: 0001193125-24-013078 - form_type: 8-K - ticker: CORZ - cik: 0001839341 - company_name: Core Scientific, Inc./tx - filed_at: 2024-01-23T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.03, 3.02, 8.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/d661343d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-013078 - JSON: https://secwatch.observer/filing/0001193125-24-013078.json - Plain text: https://secwatch.observer/filing/0001193125-24-013078.txt ## Key facts - Executive change Jeffrey Booth was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Eric Weiss was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Yadin Rozov was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Darin Feinstein resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Neal Goldman resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Kneeland Youngblood resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Jarrod Patten was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Jarvis Hollingsworth resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Todd Becker was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Adam Sullivan was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Jordan Levy was appointed as Director at Core Scientific, Inc./tx. - Action: appointed - Role: Director source text: As of the Effective Date, the Board consists of the following seven directors, who were appointed in accordance with the Plan: Adam Sullivan, Todd Becker, Jeffrey Booth, Jordan Levy, Jarrod Patten, Yadin Rozov and Eric Weiss evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Michael Levitt resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Executive change Matthew Minnis resigned as Director at Core Scientific, Inc./tx. - Action: resigned - Role: Director source text: Michael Levitt, Darin Feinstein, Jarvis Hollingsworth, Matthew Minnis, Neal Goldman and Kneeland Youngblood resigned from the board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Governance Changes Core Scientific, Inc./tx: Filing of Third Amended and Restated Certificate of Incorporation on the Effective Date. - Change: charter amendment source text: On the Effective Date, in accordance with the Plan, the Company will file the Third Amended and Restated Certificate of Incorporation (the “ COI ”) with the Secretary of State of the State of Delaware and adopt the Second Amended and Restated Bylaws (the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Governance Changes Core Scientific, Inc./tx: Adoption of Second Amended and Restated Bylaws on the Effective Date. - Change: bylaw amendment source text: On the Effective Date, in accordance with the Plan, the Company will file the Third Amended and Restated Certificate of Incorporation (the “ COI ”) with the Secretary of State of the State of Delaware and adopt the Second Amended and Restated Bylaws (the “ Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Material Agreements Core Scientific, Inc./tx entered into Secured Convertible Notes Indenture with guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent valued at $260.0 million aggregate principal amount of secured convertible notes due 2029 (effective 2024-01-23). - Action: entry - Agreement: notes offering - Counterparty: guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent - Value: $260.0 million aggregate principal amount of secured convertible notes due 2029 - Effective: 2024-01-23 source text: On the Effective Date, under the terms of the Plan, the Company issued $260.0 million aggregate principal amount of secured convertible notes due 2029 (the “ Secured Convertible Notes ”) pursuant to a secured convertible notes indenture (the “ Secured Convertible Notes Indenture ”) among (i) Core Scientific, Inc., as the issuer, (ii) the guarantors party thereto and (iii) Wilmington Trust, National Association, as trustee and as collateral agent for the Secured Convertible Notes evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Material Agreements Core Scientific, Inc./tx entered into Exit Credit Agreement with lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent valued at $80 million first-lien credit facility (effective 2024-01-23). - Action: entry - Agreement: credit facility - Counterparty: lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent - Value: $80 million first-lien credit facility - Effective: 2024-01-23 source text: On the Effective Date, under the terms of the Plan, the Company entered into a credit and guaranty agreement, dated as of January 23, 2024 (the “ Exit Credit Agreement ”), by and among the Company, as borrower, the guarantors named therein, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, consisting of an $80 million first-lien credit facility evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm - Material Agreements Core Scientific, Inc./tx entered into New Miner Equipment Lender Agreements (Election 2) with Holders of Allowed Miner Equipment Lender Secured Claims that are Settling Miner Equipment Lenders electing Election 2 valued at principal amount of eighty percent (80%) of each applicable Holders’ Allowed Miner Equipment Lender (effective 2024-01-23). - Action: entry - Agreement: credit facility - Counterparty: Holders of Allowed Miner Equipment Lender Secured Claims that are Settling Miner Equipment Lenders electing Election 2 - Value: principal amount of eighty percent (80%) of each applicable Holders’ Allowed Miner Equipment Lender - Effective: 2024-01-23 source text: On the Effective Date, under the terms of the Plan, the Company entered into separate New Miner Equipment Lender Agreements (Election 2) with each Holder of an Allowed Miner Equipment Lender Secured Claim that is a Settling Miner Equipment Lender that elected on its Ballot (as defined in the RSA) to receive and is receiving the Miner Equipment Lender Treatment Election 2 evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524013078/0001193125-24-013078-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.