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Market Information and Holders
−Removed: XPDI’s Class A common stock, public warrants and units (consisting of one share of Class A common stock and one-fourth
−Removed: of one public warrant) were historically listed on the Nasdaq Capital Market under the symbols “XPDI,” “XPDIW,” and “XPDIU,” respectively.
−Removed: On January 19, 2022, the units automatically separated into the component securities and, as a result, no longer trade as a separate security.
−Removed: On January 20, 2022, the Common Stock and public warrants began trading on the Nasdaq Global Select Market under the new trading symbols “CORZ” and “CORZW,” respectively.
−Removed: As of the Closing Date and following the completion of the Business Combination, the Company had 317,279,900 shares of Common Stock issued and outstanding held of record by approximately 498 holders, and 20,991,129 warrants (consisting of (i) 8,625,000 shares underlying XPDI’s public warrants, (ii) 6,266,667 shares underlying XPDI’s private placement warrants and (iii) 6,099,462 shares underlying warrants held by Legacy Core investors) outstanding held of record by approximately 13 holders.
−Removed: As a result of the Business Combination, all of XPDI’s Class A common stock and Class B common stock automatically converted into shares of Common Stock on a one-for-one
−Removed: XPDI’s public warrants and private placement warrants became warrants to purchase Common Stock.
−Removed: On March 28, 2022, there were 368 holders of record of our Common Stock and one holder of record of our public warrants.
+Added: Our common stock and public warrants were last traded on the Nasdaq Global Select Market under the symbols “CORZ” and “CORZW,” respectively on December 30, 2022.
+Added: On December 22, 2022, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock (the “Securities”) will be delisted from Nasdaq.
+Added: Trading of the Securities was suspended at the opening of business on January 3, 2023 and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Securities from listing and registration on Nasdaq.
+Added: Our common stock and public warrants are currently traded on OTC Markets under the symbols “CORZQ” and “CRZWQ.” Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
+Added: On March 24, 2023, there were 224 holders of record of our Common Stock and 27 holders of record of our public warrants.
We believe a substantially greater number of beneficial owners hold shares of Common Stock or public warrants through brokers, banks or other nominees.
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The payment of any dividends will be within the discretion of the Company’s board of directors.
−Removed: It is the present intention of the Company’s board of directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.
+Added: It is the present intention
+Added: of the Company’s board of directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.
+Added: Stock Performance Graph
+Added: The following performance graph compares the cumulative total return on our common stock with the cumulative total return of the Nasdaq Composite Index and Russell 2000 Index from April 8, 2021 through December 31, 2022.
+Added: Due to the infancy of our industry, we have not compared our performance against a self-constructed peer group or used a Published Industry Index.
+Added: Such returns are based on historical results and are not intended to suggest future performance.
+Added: The graph assumes a $100 investment on April 8, 2021 through December 31, 2022 in our common stock, the Nasdaq Composite Index and the Russell 2000 Index.
+Added: This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Core Scientific, Inc.
+Added: under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: As of December 31, 2021, XPDI did not have any securities authorized for issuance under equity compensation plans.
−Removed: In connection with the Business Combination, XPDI’s stockholders approved the Core Scientific, Inc.
+Added: As of December 31, 2022, the Company has 46,000,000 securities authorized for issuance under the Core Scientific, Inc.
2021 Equity Incentive Plan and Core Scientific, Inc.
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Use of Proceeds from Registered Offerings.
−Removed: None other than as previously reported.
+Added: The Company and MassMutual Asset Finance LLC (the “Lessor”) entered into the Master Lease Agreement dated as of December 3, 2021 (the “Master Lease”) regarding the leasing of certain equipment.
+Added: Thereafter, pursuant to the Master Lease, the Company and the Lessor entered into Schedule No.
+Added: 001, Schedule No.
+Added: 002, Schedule No.
+Added: 003, Schedule No.
+Added: 004 and Schedule No.
+Added: 005, each dated as of December 15, 2021, to the Master Lease (the “Master Lease Schedules”).
+Added: In consideration for the Lessor’s execution of the amendments to the Master Lease Schedules, on August 17, 2022, the Company issued 127,811 restricted shares of the Company’s common stock to the Lessor.
+Added: The Company, Barings BDC, Inc., Barings Capital Investment Corporation and Barings Private Credit Corp.
+Added: (the “Barings Parties”) entered into the Master Security Agreement dated as of March 24, 2022, as well as related collateral schedules, which was amended through a series of amendments effective as of August 17, 2022.
+Added: In consideration for the execution for the Barings Parties
+Added: execution of the amendments, on August 17, 2022, the Company issued 197,050 restricted shares of the Company’s common stock to Barings BDC, Inc.
+Added: See Notes 7 — Intangible Assets, Net and 13 — Leases to our consolidated financial statements in Item 8 of Part II of this report for further information regarding these arrangements.
+Added: None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
+Added: Unless otherwise set forth above, we believe each of these transactions was exempt from registration under the Securities Act of 1933, as amended, (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering.
+Added: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were placed on the share certificates issued in these transactions.
+Added: All recipients had adequate access, through their relationships with us, to information about us.
+Added: The sales of these securities were made without any general solicitation or advertising.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: None other than as previously reported.
−Removed: Selected Financial Data.
−Removed: Not applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.