Core Scientific to be Acquired for $4.1B

TL;DR

Core Scientific is being bought by Stone Ridge for $4.1B, deal expected Q4 2024.

AI Summary

Core Scientific, Inc. announced on September 6, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Stone Ridge Asset Management LLC. The transaction is valued at approximately $4.1 billion, including the assumption of debt. This acquisition is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This significant acquisition by Stone Ridge Asset Management could lead to substantial changes in Core Scientific's operational strategy and financial structure, impacting its position in the cryptocurrency mining industry.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the assumption of debt introduces financial risk.

Key Numbers

• $4.1B — Acquisition Value (Total transaction value including assumed debt.)

Key Players & Entities

• Core Scientific, Inc. (company) — Registrant
• Stone Ridge Asset Management LLC (company) — Acquiring entity
• September 6, 2024 (date) — Date of report and announcement
• $4.1 billion (dollar_amount) — Acquisition valuation
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.00001 — ich registered Common stock, par value $0.00001 per share CORZ The Nasdaq Global Selec
• $6.81 — of common stock at an exercise price of $6.81 per share CORZW The Nasdaq Global Sel
• $0.01 — of common stock at an exercise price of $0.01 per share CORZZ The Nasdaq Global Sel
• $500,000 — Sterling will be paid a base salary of $500,000, retroactively effective as of May 2, 2

Filing Documents

• core-20240906.htm (8-K) — 42KB
• exhibit101-transitionandse.htm (EX-10.1) — 80KB
• exhibit102-formofrestricte.htm (EX-10.2) — 58KB
• exhibit991-cfotransition.htm (EX-99.1) — 15KB
• image_2a.jpg (GRAPHIC) — 42KB
• 0001628280-24-039711.txt ( ) — 466KB
• core-20240906.xsd (EX-101.SCH) — 3KB
• core-20240906_def.xml (EX-101.DEF) — 17KB
• core-20240906_lab.xml (EX-101.LAB) — 30KB
• core-20240906_pre.xml (EX-101.PRE) — 17KB
• core-20240906_htm.xml (XML) — 5KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 6, 2024, the Company issued a press release announcing the Transition Agreement and Ms. Sterling's separation from the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before, on or after the date hereof, regardless of any general incorporation language except as expressly set forth by specific reference in such filing.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits (d) Exhibits: Exhibit No. Description 10.1 Transition and Separation Agreement, by and between Denise Sterling and Core Scientific, Inc., dated September 5, 2024 10.2 Form of Restricted Stock Unit Award Agreement pursuant to Core Scientific, Inc. 2024 Stock Incentive Plan 99.1* Press Release , dated September 6 , 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL). * The information contained in this exhibit is furnished but not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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: September 6, 2024 By: /s/ Todd M. DuChene Name: Todd M. DuChene Title: Chief Legal Officer and Chief Administrative Officer

View Full Filing

View this 8-K filing on SEC EDGAR