--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-014941" form_type: "8-K/A" ticker: "CORZ" cik: "0001839341" company_name: "Core Scientific, Inc./tx" filed_at: "2024-01-25T23:59:59+00:00" generated_at: "2026-06-06T18:30:05.305770+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Core Scientific emerges from Chapter 11; issues $260M convertible notes and $150M secured notes ## Summary - Emerged from Chapter 11 on Jan 23, 2024; old common stock canceled, new common stock issued. - Entered $80M exit credit facility (9% interest, matures 2027), $260M secured convertible notes (10% cash or 6% cash+6% stock PIK, due 2029), $150M secured notes (12.5%, due 2028). - Issued 98.4M Tranche 1 warrants (exercise $6.81, expire 2027) and 82.0M Tranche 2 warrants ($0.01 exercise after TEV event, expire 2029); listed on Nasdaq as CORZW and CORZZ. - Issued 51.8M CVRs to former convertible note holders: potential cash/stock payments up to $130M over three years tied to stock price performance. - Old equity canceled; warrants distributed to prior shareholders at ratios of 0.253244 Tranche 1 and 0.211037 Tranche 2 per old share. ## SEC filing metadata - accession: 0001193125-24-014941 - form_type: 8-K/A - ticker: CORZ - cik: 0001839341 - company_name: Core Scientific, Inc./tx - filed_at: 2024-01-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - 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/1839341/000119312524014941/0001193125-24-014941-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/d735123d8ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-014941 - JSON: https://secwatch.observer/filing/0001193125-24-014941.json - Plain text: https://secwatch.observer/filing/0001193125-24-014941.txt ## Key facts - 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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-index.htm - 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 (collectively, the “ New Board Members ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-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 (the “ Board ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1839341/000119312524014941/0001193125-24-014941-index.htm - Governance Changes Core Scientific, Inc./tx: Company adopted Second Amended and Restated Bylaws on the Effective Date (effective 2024-01-25). - Change: bylaw amendment - Effective: 2024-01-25 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/1839341/000119312524014941/0001193125-24-014941-index.htm - Governance Changes Core Scientific, Inc./tx: Company filed Third Amended and Restated Certificate of Incorporation on the Effective Date (effective 2024-01-25). - Change: charter amendment - Effective: 2024-01-25 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/1839341/000119312524014941/0001193125-24-014941-index.htm - Material Agreements Core Scientific, Inc./tx entered into 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 to receive and is receiving the Miner Equipment Lender Treatment Election 2 (effective 2024-01-23). - Action: entry - Agreement: credit facility - Counterparty: each Holder of an Allowed Miner Equipment Lender Secured Claim that is a Settling Miner Equipment Lender that elected on its Ballot to receive and is receiving the Miner Equipment Lender Treatment Election 2 - Effective: 2024-01-23 source text: 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/1839341/000119312524014941/0001193125-24-014941-index.htm - Material Agreements Core Scientific, Inc./tx entered into Exit Credit Agreement with Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto valued at $80 million (effective 2024-01-23). - Action: entry - Agreement: credit facility - Counterparty: Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto - Value: $80 million - Effective: 2024-01-23 source text: 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/1839341/000119312524014941/0001193125-24-014941-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.