Core Scientific, Inc. Files 8-K

TL;DR

Core Scientific (CORZ) filed an 8-K confirming its name change from Power & Digital Infrastructure Acquisition Corp.

AI Summary

On October 22, 2025, Core Scientific, Inc. filed an 8-K report. The filing indicates a change in the company's name from Power & Digital Infrastructure Acquisition Corp. to Core Scientific, Inc. on January 6, 2021. The company is incorporated in Delaware and operates in the Finance Services sector.

Why It Matters

This filing confirms the official name change of the company, which is important for investors and stakeholders to accurately identify the entity in financial markets.

Risk Assessment

Risk Level: low — The filing is a routine administrative update and does not indicate any new financial risks or operational changes.

Key Numbers

• 001-40046 — Commission File Number (Identifier for the company's SEC filings)
• 86-1243837 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• Core Scientific, Inc. (company) — Registrant
• Power & Digital Infrastructure Acquisition Corp. (company) — Former company name
• January 6, 2021 (date) — Date of name change
• October 22, 2025 (date) — Date of report
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — ich registered Common stock, par value $0.00001 per share CORZ The Nasdaq Global Se
• $6.81 — of common stock at an exercise price of $6.81 per share CORZW The Nasdaq Global S
• $0.01 — of common stock at an exercise price of $0.01 per share CORZZ The Nasdaq Global S
• $8,515,576 — ed and payable at the effective time is $8,515,576. Based on the relevant assumptions desc
• $1,972,906 — ctive time is as follows: Jeff Booth: $1,972,906 Jordan Levy: $1,972,906 Yadin Rozov
• $623,952 — ic Weiss: $1,972,906 Elizabeth Crain: $623,952 The section of the proxy statement/pr
• $92,005 — TEV/Adj. EBITDA – CY2027E Equinix $92,005 18.6x 17.1x Digital Realty $73,104
• $73,104 — $92,005 18.6x 17.1x Digital Realty $73,104 20.2x 17.9x Keppel DC REIT $5,249
• $5,249 — $73,104 20.2x 17.9x Keppel DC REIT $5,249 20.7x 19.6x Digital Core REIT $1,3
• $1,331 — ,249 20.7x 19.6x Digital Core REIT $1,331 17.8x 16.0x Mean 19.3x 17.6x Med
• $7,696 — entific Consensus (as of July 3, 2025) $7,696 19.8x 12.5x Core Scientific Consens
• $5,005 — ensus Unaffected (as of June 25, 2025) $5,005 12.8x 8.2x -3- The table on page
• $782,065 — IT – CY2027E Pureplay Cloud Oracle $782,065 20.4x 16.6x 21.6x Nebius $11,249
• $11,249 — $782,065 20.4x 16.6x 21.6x Nebius $11,249 38.2x 13.6x [NM] Diversified Clou
• $3,737,990 — x [NM] Diversified Cloud Microsoft $3,737,990 18.4x 15.8x 19.5x Amazon $2,389,2

Filing Documents

• ef20057524_8k.htm (8-K) — 129KB
• 0001140361-25-038945.txt ( ) — 319KB
• corz-20251022.xsd (EX-101.SCH) — 5KB
• corz-20251022_def.xml (EX-101.DEF) — 18KB
• corz-20251022_lab.xml (EX-101.LAB) — 28KB
• corz-20251022_pre.xml (EX-101.PRE) — 20KB
• ef20057524_8k_htm.xml (XML) — 8KB

01

Item 8.01. Other Events. As previously disclosed, on July 7, 2025, Core Scientific, Inc., a Delaware corporation ("Core Scientific"), entered into an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") with CoreWeave, Inc., a Delaware corporation ("CoreWeave") and Miami Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of CoreWeave ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement, upon the closing, Merger Sub will merge with and into Core Scientific, with Core Scientific surviving as a wholly owned subsidiary of CoreWeave (the "Merger"). In connection with the proposed Merger, CoreWeave filed with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Form S-4") on August 20, 2025, which was amended on September 17, 2025 and September 25, 2025, that includes a proxy statement of Core Scientific that also constitutes a prospectus of CoreWeave. The Form S-4 was declared effective by the SEC on September 26, 2025. Also on September 26, 2025, Core Scientific filed a definitive proxy statement and CoreWeave filed a prospectus with the SEC with respect to the Merger (collectively, the "proxy statement/prospectus"). Core Scientific first mailed the proxy statement/prospectus to its stockholders on or about September 26, 2025. Following the announcement of the Merger Agreement, (i) two purported stockholders of Core Scientific filed a lawsuit in the Connecticut Superior Court, Bridgeport Judicial District, Barcia et al. vs. Booth et al. , Case No. FBT-CV-25-6151837S (the "Barcia Complaint"), (ii) one purported stockholder of Core Scientific filed a lawsuit in the New York Supreme Court, New York County, Kaufmann vs. Core Scientific, Inc. et al. , Case No. 655996/2025 (the "Kaufmann Complaint") and (iii) one purported stockholder of Core Scientific filed a lawsuit in the New York Supreme Court, New York County, Williams vs. Core Scientific, Inc.

Forward-Looking Statements

Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Core Scientific, Inc. ("Core Scientific") and CoreWeave, Inc. ("CoreWeave") that could cause actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the completion of the proposed transaction on anticipated terms or at all, and the timing thereof, including obtaining the Core Scientific stockholder approval of the proposed transaction; uncertainty in the value of the consideration that Core Scientific stockholders would receive in the proposed transaction, if completed, due to fluctuations in the market price of CoreWeave common stock; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,

View Full Filing

View this 8-K filing on SEC EDGAR