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Item 9A. Controls and Procedures

2023-04-04 compared with 2022-03-30 · 964 added, 798 removed, 52 unchanged (97% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As of December 31, 2021, as required by Rules 13a-15

under the Exchange Act, XPDI’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of XPDI’s disclosure controls and procedures.

Based upon their evaluation, XPDI’s Chief Executive Officer and Chief Financial Officer concluded that XPDI’s disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e)

under the Exchange Act) were not effective as of December 31, 2021, because of a material weakness in XPDI’s internal control over financial reporting relating to its classification and measurement of certain complex equity and equity-linked financial instruments, as further described herein.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, XPDI’s management has concluded that XPDI’s control around the interpretation and accounting for certain complex features of the shares of Class A common stock and warrants issued by XPDI was not effectively designed or maintained.

This material weakness resulted in the restatement of XPDI’s balance sheet as of February 12, 2021 and its interim financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.

Additionally, this material weakness could result in a misstatement of the warrant liability, shares of Class A common stock and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) prior to the filing of this annual report.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this annual report, certain of our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting.

Management’s Report on Internal Controls over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO Framework.

Based upon this evaluation and as discussed within this annual report, our management has concluded that, as of December 31, 2022, our internal control over financial reporting was not effective based on these criteria.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

As of the end of the period covered by this report, our material weaknesses are as follows:

The Company did not design and implement program change management controls for certain financially relevant systems to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate.

Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency.

The Company did not design and/or implement user access controls to ensure appropriate segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to the appropriate Company personnel.

The Company’s internal controls over financial reporting did not operate effectively at all times to ensure transactions were recorded timely and in accordance with GAAP.

Appropriate segregation of duties was also not maintained at all times during the year.

With the oversight of our senior management and audit committee, we have instituted plans to remediate the material weakness and will continue to take remediation steps, including hiring additional key supporting accounting personnel with public company reporting and accounting operations experience.

In addition, we are formalizing inter-departmental communication, including establishing appropriate standing and ad hoc committees, and enhancing electronic document storage for key financial transactions.

We believe the measures described above will remediate the material weaknesses identified and strengthen our internal control.

This annual report on Form 10-K does not include an attestation report of our independent registered accounting firm regarding internal control over financial reporting due to a transition period established by rules of the SEC for an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there was no change in XPDI’s internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f)

under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the most recently completed fiscal quarter, there was no change in Core Scientific, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Efforts to Address Previously Disclosed Material Weakness

Our management, with oversight from our audit committee, has taken steps to implement the following remediation actions to address the previously disclosed material weakness and to improve our internal control over financial reporting, primarily through:

• increasing the depth and experience within our accounting and finance organization;

• enhancing the communication and coordination among our accounting and financial reporting department and expanded

cross-functional involvement and input into period-end disclosures;

• implementing additional internal reporting procedures, including enhancing the analytical procedures used to assess

period-end balances, to add depth to our review process and improve our segregation of duties.

While we believe these efforts will remediate the material weaknesses, these material weaknesses cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Limitations on Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives.

Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met.

Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Other Information

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference from the definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.

Description of the Business Combination Completed in January 2022

Although our business operations date uninterrupted back to 2018 (and was known as “Core Scientific” (through the corporation known as Core Scientific Holding Co., a Delaware corporation and its subsidiary entities, collectively “Legacy Core”)), the current corporate entity operating our business was formerly known as Power & Digital Infrastructure Acquisition Corp.

(“XPDI”) which was a special purpose acquisition corporation formed for the purpose of acquiring an operating business such as Legacy Core.

On July 20, 2021, XPDI, Core Scientific Holding Co., and XPDI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”) entered into an Agreement and Plan of Reorganization of Merger (as amended on October 1, 2021, and as further amended on December 29,2021, the “Merger Agreement”).

Pursuant to the terms of (a) the Merger Agreement and (b) that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Legacy Core, XPDI Merger Sub 3, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDI (“Merger Sub 3”), and Blockcap, Inc., a Nevada corporation and wholly owned subsidiary of Legacy Core (“Blockcap”), the Business Combination (as defined below) was effected by (i) the merger of Merger Sub with and into Legacy Core (the “First Merger”), which occurred on January 19, 2022, with Legacy Core surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Legacy Core with and into XPDI (the “Second Merger”), which occurred on January 20, 2022, with XPDI surviving the Second Merger, and (iii) following the closing of the Second Merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3 (the “Third Merger” and collectively with the First Merger, the Second Merger and the other transactions described in the Merger Agreement, the “Business Combination”), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” Immediately prior to the effective time of the First Merger, XPDI filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware pursuant to which XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.”

As the context requires, any reference in this Part III of this Annual Report on Form 10-K to “Core,” “we,” “us” or “our” refers to Legacy Core and the business conducted by Legacy Core and its consolidated subsidiaries prior to the consummation of the Business Combination and/or to the current entity Core Scientific, Inc.

and its consolidated subsidiaries following the Business Combination, as applicable.

All share counts in this section are shown on a post-Business Combination basis.

Directors and Executive Officers

The following table sets forth information covering our current directors and executive officers.

There are no family relationships between any of our directors or executive officers, and there is no arrangement or understanding between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Name Age Title

Michael Levitt 64 Chief Executive Officer and Co-Chair of the Board of Directors

DuChene 59 President and Chief Legal Officer

Denise Sterling 58 Executive Vice President, Chief Financial Officer

Darin Feinstein 51 Executive Vice President, Corporate Strategy and Co-Chair of the Board of Directors

Jarvis Hollingsworth 60 Director

Matt Minnis 58 Director

Kneeland Youngblood 67 Director

Goldman 53 Director

Michael Levitt.

Levitt has served as our Chief Executive Officer and Co-Chair and a member of the Company’s Board of Directors since January 2022.

Levitt served as the Chief Executive Officer of Legacy Core from May 2021 until the Business Combination, and as Chairman and a member of Legacy Core’s board of directors from June 2018 until the Business Combination.

Levitt has also served as Chairman of Irradiant Partners, LP since October 2021.

From July 2016 to July 2021, Mr.

Levitt was the Chief Executive Officer of Kayne Anderson Capital Advisors, L.P.

Prior to joining Kayne, Mr.

Levitt served as a Vice Chairman and Partner of Apollo Global Management, LLC (NYSE:

APO) from April 2012 to May 2016.

Levitt joined Apollo following

Apollo’s acquisition of Stone Tower Capital LLC, an investment firm, which he founded in 2001 and where he served as Chairman of the board of directors, Chief Executive Officer and Chief Investment Officer.

Prior to that, Mr.

Levitt worked as a Partner at Hicks, Muse, Tate & Furst Incorporated, a private equity firm.

Earlier in his career, Mr.

Levitt served as the Co-Head of the Investment Banking Division of Smith Barney Inc.

Levitt began his investment banking career at Morgan Stanley & Co., Inc.

Levitt has served on the board of directors of The Music Acquisition Corporation (NYSE:

TMAC) from December 2020 to December 2022, and served on the board of directors of Kayne Anderson BDC, LLC from May 2018 to October 2021.

Levitt holds a B.B.A.

from the University of Michigan.

We believe that Mr.

Levitt’s significant financial expertise, his knowledge of the corporate credit and investment markets, his business acumen and his leadership as a sitting Chief Executive Officer provide him with the qualifications and skills to serve on our Board.

Todd DuChene.

DuChene has served as our President and Chief Legal Officer since November 2022.

He served as EVP, General Counsel, Chief Compliance Officer and Secretary from January 2022 to November 2022.

DuChene served as the General Counsel and Secretary of Legacy Core from April 2019 until the Business Combination.

Prior to joining Legacy Core, Mr.

DuChene served as Senior Vice President, General Counsel and Secretary and Chief Compliance Officer for FLIR Systems, Inc., an industrial and military technology company, from September 2014 to April 2019.

Prior to joining FLIR, Mr.

DuChene served as Executive Vice President, General Counsel and Secretary of Nuance Communications, Inc., a leading provider of speech recognition and related technology to enterprise, healthcare and mobile and consumer customers from October 2011 to September 2014.

Previously, Mr.

DuChene served as Senior Vice President, General Counsel and Secretary of National Semiconductor Corporation from January 2008 to October 2011, prior to its acquisition by Texas Instruments Inc.

In addition, Mr.

DuChene has served as General Counsel to each of Solectron Corporation, Fisher Scientific International Inc.

(now ThermoFisher Scientific) and OfficeMax, Inc.

DuChene began his legal career as an associate with BakerHostetler (a law firm) in Cleveland, Ohio in 1988.

DuChene holds a B.A.

in Political Science from The College of Wooster and a J.D.

from the University of Michigan Law School.

Denise Sterling.

Sterling has served as our Executive Vice President, Chief Financial Officer since April 2022.

In October 2022, Ms.

Sterling was appointed as Principal Accounting Officer.

Sterling previously served as the Company’s Senior Vice President of Finance from May 2021 to April 2022.

Before joining the Company, Ms.

Sterling worked for Oportun, a Nasdaq-listed financial services company that leverages its digital platform to provide responsible consumer credit to hardworking people, as Senior Vice President of FP&A and Finance from June 2018 to May 2021.

Sterling served in various tax and finance roles for Visa from 1995 to 2018, including as Senior Vice President of the Global Risk Management team from November 2016 to June 2018.

Sterling holds a bachelor’s degree in accounting from San Francisco State University and a master’s degree in tax from Golden Gate University.

She is a Certified Public Accountant.

Darin Feinstein.

Feinstein has served as our Co-Chair and Executive Vice President, Corporate Strategy since January 2022.

From July 2021 through January 2022 Mr.

Feinstein served as Co-Chair and Chief Vision Officer.

Feinstein is an American entrepreneur who has been involved in many ventures within the digital assets space since 2012.

Feinstein co-founded Legacy Core in 2017 and founded Blockcap in 2020.

In addition to these blockchain companies, Mr.

Feinstein owns and operates a portfolio of business ventures across a variety of industries including live entertainment, finance, food and beverage, hospitality and technology, among others.

Feinstein is a philanthropist who co-founded The Feinstein Griffin foundation, with Eddie Griffin, and Mr.

Feinstein and Mr.

Griffin for the past decade have been hosting events and donating to various charities around the United States.

Feinstein is a California Licensed attorney (currently non-practicing) and holds many privileged licenses including a gaming license, liquor licenses and various financial licenses in multiple states across the United States.

We believe that Mr.

Feinstein’s significant experience in the digital asset space and his institutional knowledge of our businesses as a co-founder of Legacy Core and Blockcap provide him with the qualifications and skills to serve on our Board.

Jarvis Hollingsworth.

Hollingsworth has served as a member of our Board since January 2022.

Hollingsworth has served as Chairman of the Board of Trustees of the Teacher Retirement System of Texas, a $190 billion pension trust fund for retirees, teachers and employees of education-related institutions since November 2017.

Since November 2019, Mr.

Hollingsworth has also served on the board of directors of Vital Energy, Inc.

VTLE), a diversified energy company, and on the finance committee of the Memorial Hermann Hospital System since May 2017.

Hollingsworth has also served as Vice Chairman at Irradiant Partners, LP since September 2021.

Hollingsworth served as General Counsel and a member and executive committee member of the board of directors for Kayne Anderson Capital Advisors, L.P., a leading alternatives investment management firm from May 2019 to July 2021.

Hollingsworth served as a director of Emergent Technologies LP, a fintech company that provides payment services in emerging markets using a gold-backed digital currency from April 2016 to November 2019, and from May 2017 to July 2019 served as a director of Cullen Frost Bankers, Inc.

Hollingsworth holds a Bachelor of Science from the United States Military Academy at West Point and served for several years on active and reserve duty in the United States Army.

Hollingsworth holds a J.D.

from the University of Houston Law Center.

We believe that Mr.

Hollingsworth’s knowledge of the digital assets industry

and his understanding of public company governance and operations from his service on public company boards of directors provide him with the qualifications and skills to serve on our Board.

Minnis has served as a member of our Board since January 2022.

Minnis co-founded Legacy Core in 2017 and served as a member of its board of directors from June 2018 until the Business Combination.

Minnis has also served as Managing Member of BEP 888 and BEP 999 digital asset mining companies, which were founded in 2020.

Minnis has served as Chairman of the board of directors of Pledgling Technologies, Inc., a company focused on charitable donations, which he co-founded in 2014.

Minnis has also served as President and Chief Executive Officer of Minnis Investments LLC, a private investment firm focused on early-stage technology companies, real estate and venture capital investments since 2009.

Minnis holds a B.B.A.

in Marketing and M.B.A.

in Finance from Texas Christian University.

We believe that Mr.

Minnis’ knowledge of Legacy Core and the digital asset mining industry as well as his investment and venture capital expertise provide him with the qualifications and skills to serve on our Board.

Kneeland Youngblood.

Youngblood has served as a member of our Board since January 2022.

Youngblood has served as a member of the board of directors of numerous TPG Pace SPAC transactions since 2015.

Youngblood is a director nominee of TPG Pace Beneficial II Corp.

Youngblood has served as a founding partner of Pharos Capital Group, LLC since 1998, a private equity firm that focuses on providing growth and expansion capital/buyouts in the health care service sector.

Youngblood is a director of Mallinckrodt Pharmaceuticals, a director of Scientific Games Corporation and Chairman of the Finance Committee of the President’s Advisory Board of the UT Southwestern Medical Center.

Previously, Mr.

Youngblood served as a member of the board of directors of Pace-I from September 2015 through its business combination with Playa in March 2017.

Youngblood has also served as a member of the board of directors of Pace-II from June 2017 through its business combination with Accel.

Youngblood is also a former director of Burger King Corporation, Starwood Hotels and Lodging, Gap Inc.

and Energy Future Holdings (formerly TXXU).

He also serves on several private company and not-for-profit boards.

Youngblood graduated from Princeton University in 1978 with an A.B in Politics/Science in Human Affairs and earned an M.D.

degree from the University of Texas, Southwestern Medical School.

We believe that Mr.

Youngblood’s extensive leadership experience, expertise in growth investing and his service as a board member across a diverse set of industries provide him with the qualifications and skills to serve on our Board.

Goldman has served as a member of our Board since October 2022.

Goldman has over 25 years of experience in investing and working with companies, in a variety of industries, to maximize shareholder value.

Since January 2013, Mr.

Goldman has served as the Managing Member of SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in numerous industries, including healthcare, energy, technology, media, retail, gaming and industrials.

Goldman was formerly a Managing Director at Och Ziff Capital Management, LP from 2014 to 2016 and before that, a Founding Partner of Brigade Capital Management, LLC, from 2007 to 2012, which he helped build to over $12 billion in assets under management.

Prior to this, Mr.

Goldman was a Portfolio Manager at MacKay Shields, LLC and also held various positions at Salomon Brothers Inc, both as a mergers and acquisitions banker and as an investor in the high yield trading group.

Goldman currently serves as chairman of the board of directors of Talos Energy Inc.

and Diamond Offshore, Inc., positions he has held since 2018 and 2021, respectively, and has been a member of the board of directors of Weatherford International plc since 2019.

He served as chairman of Stone Energy Corporation, prior to its combination with Talos Energy, from 2017 to 2018.

He previously served as a director on the board of Midstates Petroleum Company Inc.

(from 2017 to 2019), Ditech Holding Corporation (from 2017 to 2019), Ultra Petroleum Corp.

(from 2017 to 2019), Garrett Motion Inc.

(from 2020 to 2021) and Redbox Entertainment Inc.

He has also served on numerous other public and private company boards throughout his career including Fairway Markets, Eddie Bauer, Toys R Us, J.

Crew, and NII Holdings.

He earned a BA from the University of Michigan and an MBA from the University of Illinois.

We believe that Mr.

Goldman’s extensive corporate governance and strategic planning expertise and his experience on multiple boards provide him with the qualifications and skills to serve on our Board.

There are no family relationships between or among any of our directors or nominees.

There is no arrangement or understanding between any of our directors or nominees and any other person or persons pursuant to which he or she is to be selected as a director or nominee.

There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of equity securities of the Company.

To the Company’s knowledge, based solely on a review of the copies of such filings on file with the SEC and written representations from the Company’s directors and executive officers, we believe that during 2022, all transactions were reported on a timely basis except for:

• one Form 4 by Todd DuChene reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Darin Feinstein reporting one transaction on May 27, 2022, which was filed on June 1, 2022,

• one Form 4 by Denise Sterling reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Brian Neville reporting two transactions on June 13, 2022, which was filed on June 16, 2022,

• one Form 4 by Michael Levitt reporting two transactions on June 13, 2022, which was filed on July 7, 2022,

• one Form 4 by Jarvis Hollingsworth reporting one transaction on June 13, 2022, which was filed on September 6, 2022,

• one Form 4 by Kneeland Youngblood reporting one transaction on June 13, 2022, which was filed on September 6, 2022, and

• one Form 4 by Stacie Olivares reporting one transaction on June 13, 2022, which was filed on September 6, 2022.

Board Diversity

The Board Diversity Matrix below provides the diversity statistics for our Board.

Board Diversity Matrix (As of March 24, 2023)

Total Number of Directors

Female Male Non-Binary Did Not Disclose Gender

Gender Identity

Demographic Background

African American or Black 2

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities 4

Did Not Disclose Demographic Background

Board Leadership Structure

Our Board is led by Mr.

Levitt, who also serves as our Chief Executive Officer.

Feinstein is Co-Chair and EVP, Corporate Strategy.

We believe that combining the positions of Chief Executive Officer and Chair of the Board will help to ensure that the Board and management will act with a common purpose and provide a single, clear chain of command to execute our strategic initiatives and business plans.

In addition, we believe that a combined Chief Executive Officer/Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information.

Our Board has appointed Mr.

Hollingsworth as lead independent director in order to help reinforce the independence of the Board as a whole.

The position of lead independent director has been structured to serve as an effective balance to Mr.

Levitt’s leadership as the combined Chief Executive Officer and Chair.

The lead independent director is empowered to, among other duties

and responsibilities, work with the Chief Executive Officer to develop and approve an appropriate board meeting schedule;

work with the Chief Executive Officer to develop and approve meeting agendas;

provide the Chief Executive Officer feedback on the quality, quantity and timeliness of the information provided to the Board;

develop the agenda and moderate executive sessions of the independent members of the Board;

preside over board meetings when the Chief Executive Officer is not present or when such person’s performance or compensation is discussed;

act as principal liaison between the independent members of the Board and the Chief Executive Officer;

convene meetings of the independent directors as appropriate;

and perform such other duties as may be established or delegated by the Board.

As a result, we believe that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities.

In addition, we believe that the lead independent director serves as a conduit between the other independent directors and the Chair, for example, by facilitating the inclusion on meeting agendas of matters of concern to the independent directors.

Role of the Board in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process.

Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight.

In particular, our Board is responsible for monitoring and assessing strategic risk exposure and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The audit committee also monitors compliance with legal and regulatory requirements.

Board Committees

Our Board has three standing committees:

an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee approved the formation of a Special Committee in November 2022.

Each of these committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to fulfill its responsibilities.

Copies of the standing committee charters are available on the investor relations page of our website, https://investors.corescientific.com, by clicking on the “Governance” tab.

The information on our website is not part of this Annual Report on Form 10-K and is not deemed incorporated by reference into this Annual Report on Form 10-K or any other public filing made with the SEC.

Audit Committee

The Audit Committee is currently composed of three members:

Youngblood, Mr.

Hollingsworth and Mr.

Our Board has determined that each of these individuals meets the independence requirements of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable listing standards of the Nasdaq Stock Market (“Nasdaq”).

Each member of our audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements.

Additionally, our Board has determined that each of Mr.

Hollingsworth, Mr.

Goldman and Mr.

Youngblood are qualified as audit committee financial experts within the meaning of SEC regulations and meet the financial sophistication requirements of the applicable Nasdaq listing rules.

In arriving at this determination, the Board has examined each audit committee member’s scope of experience and the nature of their prior and/or current employment and has determined that each audit committee member qualifies as a financial expert as defined in Item 407(d) of Regulation S-K.

Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

The primary purpose of the Audit Committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial reporting processes, systems of internal control and financial statement audits, and to oversee our independent registered public accounting firm.

Specific responsibilities of the audit committee include:

• helping the Board oversee corporate accounting and financial reporting processes;

• managing the selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered public accounting firm to audit the financial statements;

• discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing related person transactions;

• obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes internal quality control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law;

• approving or, as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

The Compensation Committee is currently composed of two directors:

Youngblood (Chair) and Mr.

Our Board has determined that each of the members of the Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and is “independent” as defined under the applicable listing standards of Nasdaq, including the standards specific to members of a compensation committee.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board in overseeing the compensation policies, plans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

• reviewing and approving the compensation of the chief executive officer, other executive officers and senior management;

• administering the equity incentive plans and other benefit programs;

• reviewing, adopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans, change-of-control protections and any other compensatory arrangements for the executive officers and other senior management;

• reviewing and establishing general policies relating to compensation and benefits of the employees.

Compensation Committee Processes and Procedure

Typically, the compensation committee meets quarterly and with greater frequency if necessary.

The compensation committee also acts periodically by unanimous written consent in lieu of a formal meeting.

The agenda for each meeting is usually developed by the chair of the compensation committee, in consultation with our Chief Executive Officer and Chief Legal Officer.

The Compensation Committee meets regularly in executive session.

However, from time to time, the Compensation Committee may invite various members of management and other employees as well as outside advisors or consultants to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings.

The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation.

The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company.

In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.

The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Committee.

In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC, that bear upon the adviser’s independence;

however, there is no requirement that any adviser be independent.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently composed of three directors:

Hollingsworth (Chair), Mr.

Minnis and Mr.

All members of the Nominating and Corporate Governance Committee are independent.

The Nominating and Corporate Governance Committee of the Board is responsible for identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board, considering and making recommendations to the Board regarding the composition and chairmanship of the committees of the Board, developing and making recommendations to the Board regarding corporate governance guidelines and matters, including in relation to

corporate social responsibility and overseeing periodic evaluations of the performance of the Board, including its individual directors and committees.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including a reputation for integrity, honesty and adherence to high ethical standards;

demonstrated business acumen, experience and the ability to exercise sound judgements in matters that relate to the current and long-term objectives of the Company and a willingness and ability to contribute positively to the decision-making process of the Company;

a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;

the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;

and the ability to serve for at least three years before reaching the age of 75.

The Nominating and Corporate Governance Committee also believes that candidates for director should not have, nor appear to have, a conflict of interest that would impair the candidate’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.

However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders, and the Nominating and Corporate Governance Committee has direct input from the Chairman of the Board and the Chief Executive Officer.

Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees but believes that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds.

In this regard, the Nominating and Corporate Governance Committee will consider issues of diversity among its members in identifying and considering nominees for director and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our Board and its committees.

The Nominating and Corporate Governance Committee does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board.

In the case of incumbent directors whose terms of office are set to expire, the Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence.

The Nominating and Corporate Governance Committee also takes into account the results of the Board’s self-evaluation, conducted annually on a group and individual basis.

In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent, which determination is based upon applicable SEC rules and regulations and the advice of counsel, if necessary.

The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the board.

The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the board by majority vote.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders.

The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not a stockholder recommended the candidate.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address:

c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704 at least 120 days prior to the anniversary date of the mailing of our proxy statement for the last Annual Meeting of Stockholders.

Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our common stock and has been a holder for at least one year.

Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Special Committee

The Special Committee is currently composed of three directors:

Kneeland, Mr.

Goldman and Mr.

All members of our Special Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing

The Special Committee was formed to evaluate and consider potential restructuring transactions and other strategic alternatives in connection with its outstanding indebtedness and contractual and other liabilities, including restructuring, reorganization and other strategic alternatives.

Each of the members of the Special Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act.

In making this determination, our Board has considered their requite qualifications, skills, and independence to exercise independent judgement in the evaluation of strategic alternatives and various restructuring activities.

Stockholder Communications with the Board of Directors

Stockholders of the Company wishing to communicate with the Board or an individual director may send a written communication to the Board or such director c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704, Attn:

The Secretary will review each communication.

The Secretary will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Code of Business Conduct and Ethics

We have adopted a code of conduct (the “Code of Conduct”) applicable to all employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Conduct is available under the Governance section of our website at https://investors.corescientific.com.

If we make any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

Hedging Policy

Our Board has adopted an insider trading policy, which prohibits our employees, directors and certain consultants from engaging in hedging or monetization transactions with respect to our securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds.

In addition, our insider trading policy prohibits trading in derivative securities related to our securities, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

Executive Compensation

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

Our named executive officers for the fiscal year ended December 31, 2022 are:

• Michael Levitt, Chief Executive Officer;

DuChene, President and Chief Legal Officer;

• Denise Sterling, Executive Vice President and Chief Financial Officer;

• Michael Trzupek, former Executive Vice President and Chief Financial Officer.

Summary Compensation Table

The following table provides information regarding total compensation awarded to, earned by, and paid to our named executive officers for services rendered to the Company in all capacities for the fiscal years ended December 31, 2021 and 2022.

Name and Principal Position Year Salary($)(1) Stock Awards($)(2) All Other Compensation ($) Total($)

Michael Levitt(3) Chief Executive Officer

2021 30,824 (4) 160,664,903 — 160,695,727

2022 60,165 5,746,149 — 5,806,314

DuChene(5) President and Chief Legal Officer

2021 300,824 12,292,500 498,691 (8) 13,092,015

2022 300,824 3,851,883 375,000 (9) 4,527,707

Denise Sterling(6) EVP and Chief Financial Officer

2021 194,505 — 100,000 (10) 294,505

2022 300,824 242,422 50,000 (9) 593,246

Michael Trzupek(7) 2021 300,824 9,210,000 — 9,510,824

Former EVP and Chief Financial Officer 2022 105,495 2,424,000 75,000 (11) 2,529,570

(1) Salary amounts represent actual amounts earned and paid during the fiscal year.

(2) Amounts reported represent the aggregate grant date fair value of RSUs granted to the named executive officer during the fiscal year.

The aggregate grant date fair value for 2021 is based upon an estimate of the per share price of Legacy Core common stock at the grant date and for 2022, is based on the closing trading price of Core Scientific common stock on Nasdaq on the date of grant.

In accordance with the Financial Accounting Standard Board Accounting Standards Codification, Topic 718, or ASC Topic 718, recognition of compensation cost was deferred until consummation of the Business Combination.

Assumptions used in the calculation of these amounts are included in the notes to the Company’s audited consolidated financial statements included in this Annual Report on Form 10-K.

Values shown do not reflect the actual economic value realized or realizable by the named executive officers.

Levitt was appointed as Legacy Core’s Chief Executive Officer in July 2021.

(4) The salary reported for Mr.

Levitt represents a pro-rata portion of his salary in 2021.

His annualized base salary for 2021 and 2022 was $60,000.

DuChene was appointed President and Chief Legal Officer effective November 14, 2022.

Prior to that time he served as Executive Vice President and General Counsel.

Sterling assumed the role of Chief Financial Officer on April 5, 2022.

Sterling was hired as Senior Vice President Corporate Finance in May 2021 but she was not a named executive officer in 2021.

The salary reported for Ms.

Sterling for 2021 represents a pro-rata portion of her salary.

Trzupek resigned from his position effective April 4, 2022.

(8) Amount shown represents $498,691 relocation expenses reimbursed by Legacy Core to Mr.

(9) Amounts shown represent payments under the Key Employee Retention Program.

(10) Amount represents hiring bonus.

(11) Includes Mr.

Trzupek’s severance payment of $75,000, as described further below under “Potential Payments Upon Termination or Change in Control.”

Narrative Disclosure to Summary Compensation Table

Annual Base Salary

The compensation of Legacy Core’s named executive officers is generally determined and approved by the compensation committee of its board of directors.

The base salaries of each of the named executive officers for the fiscal years ended December 31, 2021 and 2022 are listed in the table below.

Name Fiscal Year 2021 Base Salary($) Fiscal Year 2022 Base Salary($)

Michael Levitt(1) 60,000 60,000

DuChene 300,000 300,000

Denise Sterling(2) 300,000 300,000

Michael Trzupek(3) 300,000 300,000

Levitt was appointed as Legacy Core’s Chief Executive Officer in May 2021.

Sterling assumed the role of Chief Financial Officer on April 5, 2022.

She was appointed Senior Vice President Corporate Finance in May 2021 but not a named executive officer in 2021.

Trzupek resigned from his role as Chief Financial Officer effective April 4, 2022.

Annual Performance-Based Bonus Opportunity

Our compensation program does not generally provide for cash bonus payments to any executive officer.

For the fiscal years ended December 31, 2021 and 2022, executive officers were not eligible to receive performance-based cash bonuses.

Equity-Based Incentive Awards

Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including executive officers.

The Board is responsible for approving equity grants.

To preserve cash and to incentivize exceptional performance from its executive officers, we have historically used RSUs as an incentive for long-term compensation to our executive officers.

Our executives generally are awarded an initial grant in the form of RSUs in connection with their commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

We may grant equity awards at such times as our Board determines appropriate.

Prior to the Business Combination, all RSUs were granted pursuant to (i) the Core Scientific, Inc.

(f/k/a Mineco Holdings, Inc.) 2018 Omnibus Incentive Plan (as amended, the “2018 Plan”), (ii) the Blockcap, Inc.

Equity Incentive Plan and (iii) the Amended and Restated 2018 Equity Incentive Plan (collectively, the “Legacy Core Plans”).

For additional information regarding the equity awards held by the named executive officers as of December 31, 2022, please see the section below titled “—Outstanding Equity Awards at Fiscal Year-End of 2022.”

On June 8, 2022, the Compensation Committee approved an amendment to the Company’s award agreement for the restricted stock units (“RSUs”) outstanding under the 2018 Plan to provide for the waiver and elimination of the requirement that the Company undergo a “change in control” or a “public offering” for full vesting of existing RSUs that have otherwise met the time vesting requirements (the “RSU Amendment”).

The Board ratified the RSU Amendment on June 14, 2022.

As a result of the RSU Amendment, all outstanding RSUs under the 2018 Plan that had not been forfeited prior to the date of the RSU Amendment are subject only to time-based vesting.

In connection with the Business Combination, on January 19, 2022, Company stockholders approved the Core Scientific, Inc.

2021 Equity Incentive Plan (the “2021 Plan”) which provides for the grant of incentive stock options (“ISOs”, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Core’s affiliates.

The maximum number of Company common stock that may be issued under the 2021 Plan will not exceed 45,000,000 shares of Company common stock.

In addition the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on

January 1, 2022 and continuing through and including January 1, 2031, in an amount equal to (i) 4% of the total number of shares of Company common stock outstanding on December 31 of the preceding year, or (ii)a lessor number of shares of Company common stock determined by the Company’s Board prior to the date of increase.

The maximum number of shares of Company common stock that may be issued upon the exercise of ISOs under the 2021 Plan is 45,000,000 shares.

See Core Scientific, Inc.

2021 Equity Incentive Plan included as Exhibit 10.8 to the Company’s Current Report on Form 8-K dated January 19, 2022 and filed with the SEC on January 24, 2022.

Following the closing of the Business Combination, we no longer grant equity incentive awards under the Legacy Core Plans.

Employment Agreements with Named Executive Officers

Michael Levitt .

In October 2021, Legacy Core entered into an amended and restated employment agreement with Mr.

Levitt, pursuant to which Mr.

Levitt serves as our Chief Executive Officer.

Levitt’s agreement provides for a base salary of $60,000 and an initial award of RSUs convertible into 8,400,000 shares of common stock, which was granted to Mr.

Levitt in July 2021.

In addition, pursuant to the terms of his agreement, on January 19, 2022, Mr.

Levitt was granted an award of 5,000,000 stock options having an exercise price of $16.24 per share and exercisable 25% on each of the first four anniversaries of the vesting commencement date in connection with the Business Combination.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Levitt also has the opportunity to earn an additional annual grant of up to 1,600,000 RSUs subject to achievement of certain performance metrics established by the Board.

If, for certain period during the term of his agreement, the positive total shareholder return (“TSR”) of Core exceeds the TSR for the S&P 500 Index during the same period (“TSR Over Performance”), the Mr.

Levitt is entitled to a bonus equal to the product of .0375 multiplied by the amount of the increase in Core equity value attributable to TSR Over Performance.

The bonus amount is payable at the option and discretion of Core in cash, bitcoin or shares of common stock having a fair market value on the date of issue equal to the amount of the bonus.

The term of Mr.

Levitt’s agreement continues until May 17, 2025, following which the agreement automatically renews for one additional year on each anniversary thereafter, unless, not less than ninety (90) days prior to the commencement of any such renewal term, either party has given written notice to the other that it does not wish to extend the agreement (a “Non-Renewal”).

In December 2018, Legacy Core entered into a letter agreement with Mr.

DuChene, effective upon his first day of employment on April 1, 2019.

DuChene’s agreement provides for a base salary of $300,000 and an initial award of RSUs convertible into 1,000,000 shares of common stock.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Denise Sterling .

In May 2021, Legacy Core entered into a letter agreement with Ms Sterling.

Sterling’s agreement provided for a base salary of $300,000, a sign on bonus of $100,000 and an initial award of RSUs convertible into 300,000 shares of common stock (480,037 post Business Combination).

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Michael Trzupek .

In September 2020, Legacy Core entered into a letter agreement with Mr.Trzupek.

Trzupek’s agreement provided for a base salary of $300,000 and an initial award of RSUs convertible into 2,000,000 (3,200,251 post Business Combination) shares of common stock.

His agreement also provided for payment equal to 3 months base salary if Mr.

Trzupek’s employment is terminated by other than for Cause.

Trzupek’s employment terminated in April 2022 and he was paid severance in the amount of $75,000 and 1,200,000 RSUs were determined to be time-vested and subject to the transaction vesting requirement under the 2018 Plan.

See the Outstanding Equity Awards table below for a description of the vesting terms of the RSUs.

Key Employee Retention Plan

On December 18, 2022, the Board approved and adopted the Core Scientific Key Employee Retention Plan (the “KERP”), which provides retention awards to certain key employees, including certain of the Company’s named executive officers.

Executive KERP amounts were paid upon adoption of the KERP, subject to possible clawback if the executive voluntarily terminates employment prior to vesting.

The executive KERP awards will become vested upon the earlier of (a) twelve (12) months following execution of the KERP agreement and (b) the occurrence of a specified restructuring event, as defined in the KERP.

If the Company terminates the executive’s employment for “cause” or the executive voluntarily terminates his or her employment with the Company without “good reason” (each as defined in the KERP) prior to the award becoming vested, the executive will forfeit the award and must repay the Company the gross (pre-tax) amount of such award.

The KERP was formulated based upon the recommendations of the independent compensation consultant of the Compensation Committee of the Board.

The following sets forth the amount awarded under the KERP for the Company’s named executive officers, other than Mr.

Levitt who is not a participant in the KERP:

Named Executive Officer Retention Award Amount Increased Salary Amount

DuChene President and Chief Legal Officer

$ 375,000 $ 200,000

Denise Sterling Chief Financial Officer

Other Compensation and Benefits

All of our named executive officers are eligible to participate in our employee benefit plans, including medical, dental, vision, life and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to the named executive officers.

We maintain a 401(k) plan that provides eligible U.S.

employees with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually.

We have the ability to make matching and discretionary contributions to the 401(k) plan.

Currently, we do not make matching contributions or discretionary contributions to the 401(k) plan.

The 401(k) plan is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986 (the “Code”), with the related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.

Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by Legacy Core during the fiscal years ended December 31, 2021 and 2022.

Our Board may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Potential Payments upon Termination or Change in Control

Legacy Core has entered into certain agreements with Messrs.

Levitt and DuChene that will require Core to provide compensation to such named executive officers in the event of a termination of employment of Core.

Pursuant to Mr.

Levitt’s employment agreement, in the event Mr.

Levitt’s employment is terminated by Core without cause, by Mr.

Levitt for good reason, by either party after a change in control, or as a result of a non-renewal by the Company (in each case as such terms are defined in the employment agreement), Mr.

Levitt is entitled to the following severance benefits, subject to his execution and non-revocation of a general release of claims:

(i) base salary continuation for twelve months, (ii) bonus, if any, for the year in which the termination occurs in an amount equal to the target bonus amount approved by the Board, and (iii) if he timely elects coverage under COBRA, a cash payment equal to the full premium for actively employed executives of Core with the same level of coverage for twelve months following the date of termination.

Levitt’s employment agreement contains covenants regarding non-competition with Core and non-solicitation of Core’s customers and employees, in each case for a period of one year following any termination of employment.

In addition, in the event Mr.

Levitt’s employment is terminated as a result of death or “disability” (as defined in his agreement), or by Core without “cause” or for “good reason”, then all of the equity awards granted to Mr.

Levitt during the term of his employment will become fully vested and exercisable as of the date of his termination.

Pursuant to the letter agreements entered into with each of Mr.

DuChene and Ms.

Sterling, in the event either of Mr DuChene’s or Ms.

Sterling’s employment is terminated without “cause” (as defined in each officer’s letter agreement), then subject to such officer’s execution and non-revocation of a general release of claims, such officer is entitled to three months of base salary.

Separation Agreement with Former Chief Financial Officer

On April 4, 2022, Mr.

Trzupek notified the Board of the Company of his decision to resign from his position, effective immediately.

On April 19, 2022, the Company and Mr.

Trzupek reached an agreement regarding Mr.

Trzupek’s separation from the Company (the “Separation Agreement”), effective May 6, 2022 (the “Separation Date”).

Pursuant to the Separation Agreement, in exchange for certain releases of claims, Mr.

Trzupek’s agreement to transition his responsibilities and duties to other Company personnel, and certain additional covenants related to cooperation and competitive activity, the Company provided cash severance benefits to Mr.

Trzupek of $75,000, representing three months of base salary, paid in a single lump sum less any required taxes and other withholding amounts.

He was also entitled to any accrued but unpaid compensation for the period prior to the Separation Date.

In addition, Mr.

Trzupek was deemed to have time vested in 1,200,000 of his outstanding restricted stock units, as detailed in the award agreements assumed by XPDI.

Outstanding Equity Awards at Fiscal Year-End of 2022

The following table presents the outstanding equity incentive plan awards held by each named executive officer as of December 31, 2022.

Stock Awards(1)

Name Grant Date Vesting Commencement Date Number of Shares or Units of Stock that Have Not Vested or Not Exercisable (#) Market Value of Shares or Units of Stock that Have Not Vested($)(2)

Michael Levitt July 2, 2021 July 2, 2021 10,080,963 (3) 806,477

January 19, 2022 June 10, 2022 4,880,466 (3) 390,437

January 19, 2022 June 10, 2022 8,000,764 (4) —

August 15, 2022 August 16, 2022 2,800,000 (3) 224,000

DuChene March 6, 2019 March 6, 2019 133,330 (5) 10,666

June 12, 2020 June 12, 2020 200,018 (3) 16,001

February 2, 2021 January 1, 2021 300,028 (3) 24,002

July 9, 2021 June 24, 2021 600,057 (3) 48,005

August 15, 2022 August 16, 2022 1,200,000 (3) 96,000

Denise Sterling July 9, 2021 May 10, 2021 360,034 (3) 28,803

January 18, 2022 January 18, 2022 80,007 (3) 6,401

August 15, 2022 August 16, 2022 1,000,000 (3) 80,000

Darin Feinstein January 19, 2022 June 10, 2022 8,000,764 (4) —

Michael Trzupek October 1, 2020 September 21, 2020 — —

July 9, 2021 June 9, 2021 — —

(1) Stock awards listed in this table and granted on or prior to January 19, 2022, the date on which the Business Combination was consummated represent RSUs and stock options (as indicated) granted pursuant to the 2018 Plan.

Stock Awards granted after January 19, 2022, represent RSUs and other awards granted pursuant to the 2021 Plan.

(2) Based on the closing price per share of Core common stock of $0.075 as of December 30, 2022, as reported on the OTCBB.

(3) One fourth of these RSUs vest on each of the first four anniversaries of the vesting commencement date, provided that the recipient remains in continuous service with us through each vesting date.

(4) Represents the unvested stock options from a grant of 8,000,573 granted on January 19, 2022.

The original grant on January 19, 2022 was for 5,000,000 stock options having an exercise price of $16.24 per share exercisable 25% on each of the first four anniversaries of the vesting commencement date in connection with the Business Combination.

As a result of the Business Combination, each stock option was converted into an option to purchase shares New Core Common Stock based on an

exchange ratio of 1.6001528688 , increasing this grant to 8,000,764 stock options at a price of $10.15 with the same vesting schedule.

(5) One fourth of these RSUs vest on the one-year anniversary of the vesting commencement date and 1/36 of the remaining RSUs vest monthly thereafter, provided that the recipient remains in continuous service with us through each vesting date.

2022 Compensation of Non-Employee Directors

The following table provides information regarding compensation earned by non-employee directors who served during the year ended December 31, 2022.

Name Fees Earned or Paid in Cash($) Stock Awards ($)(1) Total($)

Kneeland Youngblood 190,000 — 190,000

Jarvis Hollingsworth 230,000 559,796 789,796

Matt Minnis — — —

Goldman(2) 70,000 — 70,000

Stacie Olivares(3) 191,855 — 191,855

(1) The amount reported represents the aggregate grant date fair value of the RSUs granted during the fiscal year ended December 31, 2022 under the 2021 Plan, computed in accordance with ASC Topic 718.

Assumptions used in the calculation of these amounts are included in the notes to the Company’s audited consolidated financial statements included in this Annual Report on Form 10-K.

These amounts do not reflect the actual economic value that may be realized by the non-employee director.

As of December 31, 2022, Mr.

Youngblood holds 400,038 RSUs.

Youngblood’s RSUs vest 25% per year in each of January 2023, 2024, 2025 and 2026.

Hollingsworth holds 811,917 restricted stock awards (“RSAs”) and 400,038 RSUs (collectively “RSUs”).

302,989 of Mr.

Hollingsworth RSUs are currently vested.

The remaining RSUs vest 25% per year in each of January 2022, 2023, 2024 and 2025.

Minnis and Goldman do not currently hold any RSUs.

Goldman was appointed to the board of directors of Core in October 2022.

Olivares resigned from the Board effective November 21, 2022.

Currently, each non-employee director is eligible to receive annual cash retainers for their service on our Board and committees as follows.

An eligible director may make a timely election to receive all or a portion of his or her annual cash retainer in the form of shares of common stock.

In addition, we reimburse reasonable expenses incurred by our non-employee directors in connection with attendance at Board or committee meetings.

Annual Board Service Retainer :

All Eligible Directors:

Lead Director:

Annual Committee Chair Service Retainer :

Chair of the Audit Committee:

Chair of the Compensation Committee:

Chair of the Corporate Governance and Nominating Committee:

Chair of the Special Committee:

Annual Committee Member Service Retainer (not applicable to Committee Chairs) :

Member of the Audit Committee:

Member of the Compensation Committee:

Member of the Nominating and Corporate Governance Committee:

Chair of the Special Committee:

During 2022, each non-employee director who was first elected or appointed to the Board following the Business Combination (other than Mr.

Goldman and Mr.

Minnis), on the date of such director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the director was automatically, and without further action by the Board or the Compensation Committee of the Board, granted RSUs with respect to shares of common stock with an aggregate Fair Market Value (as defined in the Incentive Plan) as of the grant date equal to $500,000 (the “Initial RSU Grant”).

The Initial RSU Grant will vest over a four-year period, with one-fourth of the Initial RSU Grant vesting on each anniversary of the grant date, such that the Initial RSU Grant is fully vested on the fourth anniversary of the date of grant, subject to the director’s Continuous Service (a defined in the Incentive Plan) through each such vesting date.

Non-Employee Director Compensation Limit

The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed (1) $750,000 in total value or (2) if such non-employee director is first appointed or elected to Core’s Board during such calendar year, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes and excluding distributions from a deferred compensation program.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of two directors, each of whom is a non-employee director:

Youngblood (Chair) and Mr.

During 2022, none of the foregoing were an officer or employee of ours, was formerly an officer of ours or had any relationship requiring disclosure by us under Item 404 of Regulation S-K.

No interlocking relationship as described in Item 407(e)(4) of Regulation S-K exists between any of our executive officers or Compensation Committee members, on the one hand, and the executive officers or compensation committee members of any other entity, on the other hand, nor has any such interlocking relationship existed in the past.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

The following table sets forth certain information regarding the ownership of the Company’s common stock as of March 22, 2023 by:

(i) each director and nominee for director;

(ii) each of the executive officers named in the Summary Compensation Table;

(iii) all current executive officers and directors of the Company as a group;

and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.

Applicable percentages are based on 373,799,959 shares outstanding on March 22, 2023, adjusted as required by rules promulgated by the SEC.

Unless otherwise noted below, the address of each stockholder below is c/o Core Scientific, Inc., 2407 S.

Congress Ave , Ste.

E-101, Austin, Texas 78704.

Beneficial Ownership of Common Stock(1)

Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class

Michael Levitt 24,577,584 (2) 6.6 %

Darin Feinstein 36,596,005 (3) 9.8 %

Michael Trzupek 1,200,000 (4) *

Denise Sterling 140,013 (5) *

DuChene 1,466,610 (6) *

Brian Neville 120,012 (7) *

Jarvis Hollingsworth 302,989 (8) *

Matt Minnis 29,111,679 (9) 7.8 %

Kneeland Youngblood 100,010 (10) *

Goldman — (11) *

All current directors and executive officers as a group (8 individuals) 93,614,902 25.0 %

* Less the 1%

(1) This table is based upon information supplied by officers, directors and principal shareholders and Schedules 13D and 13G and Forms 3 and 4 filed with the SEC.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on 373,799,959 shares outstanding on March 22, 2023, adjusted as required by rules promulgated by the SEC.

(2) Consists of (i) 210,853 shares of Core common stock held of record by Mr.

Levitt, (ii) options to purchase 2,000,191 shares of common stock at a price of $10.15 per share which are currently exercisable, (iii) 294,110 shares of Core common stock held of record by HKM Investment LLC (“HKM”), (iv) an aggregate of 2,496,146 shares of Core common stock held of record by The MJL 2012 Younger Children Trust, modified as of March 21, 2021, and The MJL 2012 Older Children Trust, modified as of March 21, 2021, (v) 3,835,366 shares of common stock held of record by The CS 1219 Trust, dated April 13, 2017, (vi) 11,236,009 shares of Core common stock held of record by The MJL Revocable Trust, modified as of June 18, 2021, (vii) 800,212 shares of Core common stock held of record by The NBL Revocable Trust, modified as of June 18, 2021 and (viii) 3,704,697 shares of Core common stock held of record by MJL Blockchain LLC (“MJL Blockchain”).

Levitt is the managing member of each of HKM and MJL Blockchain and a trustee of each of (i) The MJL 2012 Younger Children Trust, modified as of March 21, 2021, (ii) The MJL 2012 Older Children Trust, modified as of March 21, 2021, (iii) The CS 1219 Trust, dated April 13, 2017, (iv) The MJL Revocable Trust, modified as of June 18, 2021, and (v) The NBL Revocable Trust, modified as of June 18, 2021.

(3) Consists of (i) 30,483,592 shares of Core common stock held of record by Mr.

Feinstein, (ii) 974,301 shares of Core common stock held of record by Texas Blockchain 888 LLC (“Texas Blockchain”) (iii) 319,894 shares of Core common stock held of record by Red Moon 88, LLC (“Red Moon”) and (iv) 4,818,218 shares of Core common stock issuable upon exercise of options within 60 days of March 22, 2023, held by Mr.

Feinstein has pledged 20,000,000 shares to certain lenders in connection with a financing arrangement.

Feinstein is the managing member of each of Texas Blockchain and Red Moon.

The principal business address of each of Texas Blockchain and Red Moon is 3753 Howard Hughes Pkwy, Suite 200, Las Vegas, NV 89169.

(4) Represents RSUs deemed time vested at the time of his resignation and net settled in June 2022 when the transaction vesting requirement was waived.

Trzupek resigned from the Company on April 4, 2022.

(5) Represents 120,011 shares of Core common stock owned by Ms.

Sterling and 20,002 shares of common stock issuable with respect to vested RSUs not yet distributed.

Sterling was appointed as Chief Financial Officer on April 4, 2022 and Principal Accounting Officer on October 20, 2022.

(6) Represents 1,266,607 shares of Core common stock owned by Mr.

DuChene, 166,684 shares of common stock issuable with respect to vested RSUs not yet distributed, and 33,319 shares of common stock issuable with respect to RSUs that vest within the next 60 days.

(7) Represents RSUs deemed time vested at the time of his resignation.

Neville resigned from the Company on October 20, 2022.

(8) Represents 302,989 shares of Core common stock owned by Ms.

Hollingsworth.

(9) Consists of (i) 29,111,649 shares of Core common stock held of record by MPM Life, LLC (“MPM”).

Minnis is the managing member of MPM and is deemed to be the beneficial owner of the securities held by MPM.

(10) Represents 100,010 shares of Core common stock owned by Ms.

Goldman was appointed to the board of directors of Core in October 2022.

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following table provides certain information with respect to all of Core equity compensation plans in effect as of December 31, 2022.

Information is included for equity compensation plans approved by Core’s shareholders.

Core does not have any equity compensation plans not approved by its shareholders.

Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 95,911,574 (1) $ 6.19 (2) 51,538,000 (3)

Equity compensation plans not approved by security holders — — —

Total 95,911,574 $ 6.19 51,538,000

(1) Includes shares of Company common stock issuable pursuant to outstanding awards under the 2018 Plan and the 2021 Plan.

No rights or awards have been issued under the Core Scientific, Inc.

Employee Stock Purchase Plan (“2021 ESPP”).

(2) The weighted average exercise price is calculated based solely on outstanding stock options and does not take into account shares of common stock underlying restricted stock units, which have no exercise price.

(3) Includes the 2021 Plan and the 2021 ESPP.

Stock options or other share awards granted under the Legacy Core Plans that are forfeited, terminated, expired or repurchased do not become available for issuance under the 2021 Plan.

In accordance with the terms of the 2021 Plan and the 2021 ESPP, the total number of our shares of common stock reserved for issuance thereunder will automatically increase on January 1st of each year in an amount equal to 4.0% and 1.0%, respectively, of the total number of shares of capital stock outstanding on December 31st of the preceding year.

The number of shares of common stock available for issuance under the 2021 Plan and the 2021 ESPP is expected to be increased on January 1, 2023, pursuant to these provisions.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

In March 2020, in connection with certain bridge financings, Legacy Core issued warrants to Mr.

Levitt, exercisable for 2,000,000 shares of common stock at any time for two years following the issuance.

The exercise price of the common stock issuable under such warrants is $1.34 per share.

These warrants expired on March 20, 2023.

Related Party Commercial Relationships

Executive Officers and Directors

The Company reimburses certain officers and directors of the Company for use of a personal aircraft for flights taken on Company business.

For the years ended December 31, 2022 and 2021, the Company incurred reimbursements of $1.8 million and $1.3 million, respectively.

As of December 31, 2022, $0.2 million was payable.

A nominal amount was payable at December 31, 2021.

In July 2019, Legacy Core entered into an ongoing commercial relationship with one of its customers, Gilley Enterprises, LLC (“Gilley”), where Gilley purchases hosting services from Legacy Core on an ongoing basis.

Jeff Pratt, Core’s Senior Vice President of Operations and Finance is a shareholder in Gilley.

James Cleveland, Legacy Core’s Chief Power Officer is a shareholder in Gilley.

Pursuant to the arrangement, Legacy Core is paid on average approximately $41,300 per month in hosting fees.

These arrangements were terminated as to Pratt and Cleveland in November 2022.

Gilley was terminated in March 2023.

In October 2019, Legacy Core entered into an ongoing commercial relationship with one of its customers, UnionJack LLC (“UnionJack”), where UnionJack purchases hosting services from Legacy Core on an ongoing basis.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors, is a shareholder in UnionJack.

Matthew Bishop, a member of Legacy Core’s board of directors, serves as director of UnionJack.

In December 2020, Legacy Core entered into hosting services arrangements with a then-customer, Blockcap, before Legacy Core acquired Blockcap on July 30, 2021.

Pursuant to the arrangements, Blockcap purchased hosting services from Legacy Core.

Darin Feinstein, an owner of greater than 5% of Legacy Core’s capital stock and the Co-Chair of Legacy Core’s board of directors, held an approximately 12% equity ownership interest in Blockcap.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors.

Matthew Minnis, a member of Core’s Board and Michael Levitt, Core’s Chief Executive Officer, Co-Chair of its Board, and a member of its Board, were shareholders in Blockcap.

James Cleveland, Core’s Chief Power Officer, Jeff Pratt, Core’s Senior Vice President of Operations and Finance, Sharon Orlopp, Core’s Chief Human Resources Officer, and Russel Cann, Core’s Chief Customer Success Officer, were each holders of options to purchase Blockcap common stock.

Pursuant to the arrangement, Legacy Core was paid on average approximately $2,000,000 per month in hosting fees.

In May 2021, Legacy Core entered into an ongoing commercial relationship with one of its customers, GEM Mining 2 LLC (“GEM 2”), where GEM 2 purchases hosting services from Legacy Core on an ongoing basis.

Russell Cann, Core’s Chief Customer Success Officer, is the Managing Member of GEM 2.

Pursuant to the arrangement, Legacy Core is paid on average approximately $76,800 per month in hosting fees.

Legacy Core/Blockcap Merger

On July 15, 2021, Legacy Core entered into an Agreement and Plan of Merger (the “Legacy Core/Blockcap merger agreement”) by and among Legacy Core, Block Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Legacy Core (“Blockcap Merger Sub”), Blockcap and Harlin Dean, solely in his capacity as the representative of the Blockcap stockholders, pursuant to which Blockcap Merger Sub merged with and into Blockcap, with Blockcap surviving the merger as a wholly owned subsidiary of Legacy Core.

This merger was consummated on July 30, 2021.

Upon consummation of the merger, Legacy Core stockholders owned approximately 66.67% of the company formed by combining Legacy Core with Blockcap and former Blockcap stockholders owned approximately 33.33% of such combined company.

In connection with the merger, Legacy Core issued an aggregate amount of 81,032,304 shares of Legacy Core common stock to Blockcap stockholders in accordance with the exchange ratio set forth in the Legacy Core/Blockcap merger agreement.

At the effective time of the merger, (i) each share of Blockcap common stock issued and outstanding as of immediately prior to the effective time of the merger (other than any dissenters’ shares, Blockcap treasury shares and Blockcap restricted shares) was automatically cancelled and extinguished and collectively converted into the right to receive a number of shares of Core common stock equal to the exchange ratio set forth in the Legacy Core/Blockcap merger agreement;

(ii) each Blockcap restricted share was converted into a right to receive restricted shares of Core common stock on the same terms and conditions (including applicable vesting conditions) as were set forth in the applicable award agreement pursuant to which such Blockcap restricted share was granted and in effect as of immediately prior to the effective time of the merger, in a number equal to the exchange ratio set forth in the Legacy Core/Blockcap merger agreement;

and (iii) each Blockcap option was assumed by Legacy Core and converted into an option to purchase shares of Legacy Core common stock on the same terms and conditions (including applicable vesting conditions) as were set forth in the applicable award agreement pursuant to which such Blockcap option was granted and in effect as of immediately prior to the effective time of the merger on terms set forth in the Legacy Core/Blockcap merger agreement.

As of the effective time of the merger, (i) Mr.

Michael Levitt, Core’s Chief Executive officer, Chairman of its Board, and a member of its board of directors, indirectly owned approximately 0.07% of Blockcap on a fully-diluted basis, and as such received consideration upon the consummation of the merger;

Matthew Minnis, a member of Core’s board of directors, indirectly owned approximately 6.17% of Blockcap on a fully-diluted basis, and as such received consideration upon the consummation of the merger.

Certain other officers of Core, Messrs.

Cleveland, Pratt, Adams, Cann, Kulyk and Ms.

Orlopp were granted options in Blockcap.

Blockcap Secured Demand Promissory Note

On June 30, 2021, Legacy Core issued a Secured Demand Promissory Note (the “Blockcap Note”), in an aggregate principal amount of $16.2 million to Blockcap for outstanding amounts owed pursuant to certain equipment invoices.

The Blockcap Note accrues interest at a rate of 10% compounded annually and was due on July 14, 2021.

On July 16, 2021, the Blockcap Note was amended to extend the maturity date to July 23, 2021.

The Blockcap Note was secured by the purchased equipment.

Darin Feinstein, an owner of greater than 5% of Core’s capital stock and the Co-Chair of Core’s Board, held an approximately 12% equity ownership interest in Blockcap.

Kevin Turner, Legacy Core’s former President and Chief Executive Officer, and a former member of Legacy Core’s board of directors, is a shareholder in Blockcap.

Matthew Minnis, a member of Core’s Board, is a shareholder in Blockcap.

Michael Levitt, a member of Core’s Board, is a shareholder in Blockcap.

James Cleveland, Core’s Chief Power Officer, is an optionholder in Blockcap.

Jeff Pratt, Core’s Senior Vice President of Operations and Finance, is an optionholder in Blockcap.

Sharon Orlopp, Core’s Chief Human Resources Officer, is an optionholder in Blockcap.

Russel Cann, Core’s Chief Revenue Officer and Managing Director of Business Development, is an optionholder in Blockcap.

Taras Kulyk, Core’s Senior Vice President of Blockchain Business Development, is an optionholder in Blockcap.

As of July 30, 2021, the total principal outstanding was approximately $32.7 million and the amount of accrued interest on the Blockcap Note was approximately $260,000.

Support Agreements

In connection with the entry into the Merger Agreement, XPDI, Legacy Core and certain Legacy Core stockholders, including holders affiliated with members of the Legacy Core board of directors and beneficial owners of greater than 5% of Legacy Core’s capital stock, entered into certain support agreements, whereby such Legacy Core stockholders agreed to, among other things, vote all of their shares of Legacy Core’s capital stock in favor of the approval and adoption of the transactions contemplated by the Merger Agreement.

Amended and Restated Registration Rights Agreement

In connection with the closing of the Business Combination, Core, the Sponsor, the former independent directors of XPDI and certain of our securityholders entered into an amended and restated registration rights agreement.

Pursuant to the agreement, we agreed that we will file with the SEC a registration statement registering the resale of certain securities held by or issuable to such holders, and we will use reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

In certain circumstances, certain holders can demand up to two underwritten offerings in any 12-month period, and certain holders are entitled to piggyback registration rights.

Indemnification Agreements

Our certificate of incorporation contains provisions limiting the liability of executive officers and directors, and our bylaws provide that we will indemnify each of our executive officers and directors to the fullest extent permitted under Delaware law.

We have entered into indemnification agreements with all of our directors and executive officers.

The indemnification agreements provide that we will indemnify each of our directors, executive officers, and other key employees against any and all expenses incurred by such director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our certificate of incorporation and our bylaws.

In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer, or key employee.

Other Related Party Transactions

We have entered into employment agreements with our executive officers.

For more information regarding employment agreements with our named executive officers, see the section titled “Executive Compensation—Employment Agreements with Named Executive Officers.”

We have also granted restricted stock units to our executive officers and directors.

For a description of these equity awards, see the section titled “Executive Compensation.”

Related Person Transactions Policy Following the Business Combination

We have adopted a written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of the policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us as an employee, consultant or director will not be considered related person transactions under this policy.

A related person is any officer, director, nominee to become a director, employee or a holder of more than 5% of any class of our voting securities (including the common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the audit committee (or, where review by the audit committee would be inappropriate, to another independent body of the board) for review.

To identify related person transactions in advance, we will rely on information supplied by our officers, directors and certain significant stockholders.

In considering related person transactions, the audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

• the risks, costs, and benefits to us;

• the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

• the terms of the transaction;

• the availability of other sources for comparable services or products;

• the terms available to or from, as the case may be, unrelated third parties.

The audit committee will approve only those transactions that it determines are fair to us and in our best interests.

All of the transactions described above were entered into prior to the adoption of such policy.

Director Independence

As previously discussed, our common stock was delisted from Nasdaq and is currently traded on the OTC Pink Sheets market

maintained by the OTC Market Group, Inc.

The Company continues to use the definition of director independence promulgated under

the Nasdaq listing standards.

As required under the Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors.

The Board consults with its counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following four directors are independent directors within the meaning of the applicable Nasdaq listing standards:

Hollingsworth, Mr.

Minnis and Mr.

In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company.

Levitt and Mr.

Feinstein are employed by us and are therefore not independent under Nasdaq listing standards.

Principal Accountant Fees and Services.

The information required by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Annual Report:

Financial Statements

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Change in Auditor

In connection with the Business Combination, on January 21, 2022, the Audit Committee of the Company’s Board of Directors approved the dismissal of Marcum LLP (“Marcum”) as the independent registered public accounting firm of the Company, effective upon completion of Marcum’s audit of XPDI’s consolidated financial statements as of and for the year ended December 31, 2021, and the issuance of their report thereon (the “Auditor Change Effective Date”).

The management communicated the Audit Committee’s decision to Marcum on January 21, 2022.

At the same meeting, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the independent registered public accounting firm of the Company, effective upon the Auditor Change Effective Date.

EY previously served as the independent registered public accounting firm of Legacy Core prior to the Business Combination.

On October 24, 2022, the Audit Committee approved the engagement of Marcum as its independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to Marcum’s completion of their client acceptance procedures.

At the same meeting, the Audit Committee approved the dismissal of EY as independent registered public accounting firm of the Company effective November 22, 2022, the date of the filing of our quarterly report on Form 10-Q for the quarter ending September 30, 2022.

After completion of their client acceptance procedures on November, 22, 2022, Marcum was formally appointed the independent registered public accounting firm of the Company on November 23, 2023

The following table represents aggregate fees billed to Core for the fiscal year ended December 31, 2022 and billed to XPDI for the fiscal year ended December 31, 2021 by Marcum (in thousands):

Year Ended December 31,

Audit Fees(1)(2) $ 1,174 $ 230

Audit-Related Fees(3) — 69

Tax Fees(4) — —

Total Fees $ 1,174 $ 299

(1) For the year ended December 31, 2022, audit fees consisted of fees incurred for services rendered in the annual audit of the Company’s consolidated financial statements, along with $90,000 of audit services provided to XPDI prior to the Merger.

(2) For the year ended December 31, 2021, audit fees consisted of fees incurred for services rendered to XPDI in connection with the annual audit of XPDI’s consolidated financial statements the review of its quarterly condensed consolidated financial statements.

The audit fees also include fees for professional services provided in connection with XPDI’s initial public offering, incurred during the fiscal year ended December 31, 2021, including consents and review of documents filed with the SEC.

(3) Audit-related fees consist of fees related to transaction advisory services provided to XPDI in connection with the merger with Core Scientific.

(4) We did not incur any audit-related, tax or other fees with Marcum for the years ended December 31, 2022 or 2021.

All fees described above were pre-approved by the Audit Committee.

There were no services that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit).

The following table sets forth the fees billed by EY for audit and other services rendered (in thousands):

Year Ended December 31,

Audit Fees(1) $ 5,320 $ 8,770

Audit-Related Fees(2) — —

Tax Fees(3) 37 94

All Other Fees (4) 7 4

Total Fees $ 5,364 $ 8,868

(1) Audit Fees consisted of fees incurred for services rendered for the annual audit and quarterly reviews of the Company’s consolidated financial statements, audits required by public company regulation, professional consultations with respect to accounting issues, registration statement filings, including our Registration Statements on Form S-1 and Form S-4 and related to the Business Combination, shares registration, stock incentive plan registration and issuance of consents and similar matters.

(2) Audit-related fees consist of fees incurred for consultation regarding financial accounting and reporting matters.

(3) Tax fees for 2021 consist of tax advice and tax planning services.

(4) All other fees consist primarily of the cost of our subscription to an accounting research tool provided by EY.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm.

The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services and permissible non-audit services subject to a de minimis exception.

Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Prior to the Business Combination, all of the services listed in the table above provided by Marcum were pre-approved by XPDI in accordance with its policies then in effect.

Following the Business Combination, all of the services listed in the table above provided by EY were pre-approved by Core’s Audit Committee.

Core’s Audit Committee has determined that the rendering of services other than audit services by EY is compatible with maintaining the principal accountant’s independence.

Exhibits and Financial Statement Schedules.

Consolidated Financial Statements

The following consolidated financial statements of Core Scientific, Inc.

are filed as part of this report.

Report of Independent Registered Public Accounting Firm (PCAOB 688);

Marcum LLP, Los Angeles, CA

Report of Independent Registered Public Accounting Firm (PCAOB 42);

Ernst & Young LLP

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

Consolidated Financial Statement Schedules

All schedules are omitted as the information required is inapplicable or the information is presented in the consolidated financial statements or the related notes.

Exhibit Description

2.1†† Agreement and Plan of Merger and Reorganization by and among Power & Digital Infrastructure Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC, and Core Scientific Holding Co.

July 21, 2021

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No, 001-40046), filed with the SEC on July 21, 2021).

2.2†† First Amendment to Agreement and Plan of Merger and Reorganization by and among Power & Digital Infrastructure Acquisition Corp., XPDI Merger Sub Inc., XPDI Merger Sub 2, LLC, and Core Scientific Holding Co.

October 4, 2021

(incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on October 4, 2021).

2.3†† Second Amendment to Agreement and Plan of Merger and Reorganization, by and among Power & Digital Infrastructure Acquisition Corp., XPDI Merger Sub Inc., and Core Scientific Holding Co.

December 30, 2021

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on December 30, 2021).

3.1 Second Amended and Restated Certificate of Incorporation of Core Scientific, Inc.

January 24, 2022

Second Amended and Restated Bylaws of Core Scientific, Inc.

January 24, 2022

Specimen Unit Certificate.

January 22, 2021

Specimen Class A Common Stock Certificate.

January 22, 2021

Specimen Warrant Certificate.

January 22, 2021

Specimen Common Stock Certificate.

Warrant Agreement between Continental Stock Transfer & Trust Company and Power & Digital Infrastructure Acquisition Corp.

February 12, 2021

(incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on January 24, 2022 ).

3.2 Amended and Restated Bylaws of Core Scientific, Inc.

(incorporated by reference to Exhibit 3.

2 to the Company ’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on January 24, 2022 ).

4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

4.2 Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 22, 2021).

Exhibit Description

4.4 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2022).

4.5 Assignment, Assumption and Amendment Agreement, by and among Power & Digital Infrastructure Acquisition Corp., Core Scientific Holding Co., Continental Stock Transfer & Trust Company, Computershare Inc.

and its wholly-owned subsidiary, Computershare Trust Company, N.A.

January 24, 2022

(incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022).

4.6 F orm of Bridge Promissory Note, by, between the Company and B.

Riley Commercial Capital, LLC (incorporated by reference to Exhibit 4.1 to the Company ’ s Quarterly Report on Form 10-Q (File No.

001-40046) for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

4.7 F orm of Bridge Promissory Note, by, and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 4.

2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046) for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

4.8 Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company ’s Current R eport on Form 8-K (File No.

001-40046) , filed with the SEC on February 12, 2021).

4.9†† Secured Convertible Note Purchase Agreement, dated as of April 19, 2021, by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent.

February 9, 2022

Bank National Association as note agent and collateral agent (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No.

333-262596), filed with the SEC on February 9, 2022).

4.10 First Amendment to Secured Convertible Note Purchase Agreement, dated as of April 22, 2021, by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent.

February 9, 2022

Form of Secured Convertible Promissory Note (included in Exhibit 4.7).

February 9, 2022

Bank National Association as note agent and collateral agent (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-1 (File No.

333-262596), filed with the SEC on February 9, 2022).

4.11 Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 (File No.

333-262596), filed with the SEC on February 9, 2022).

4.12†† Convertible Note Purchase Agreement by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent, dated August 20, 2021.

November 19, 2021

Bank National Association as note agent and collateral agent, dated August 20, 2021 (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

4.13 First Amendment to Convertible Note Purchase Agreement by and among Core Scientific Holding Co., the Guarantors thereto, the Purchasers thereto and U.S.

Bank National Association as note agent and collateral agent dated September 23, 2021.

November 19, 2021

Form of Convertible Promissory Note (included in Exhibit 4.10 hereto).

November 19, 2021

Description of registered securities.

Sponsor Agreement, dated as of July 20, 2021, among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC and the other parties thereto.

July 21, 2021

Form of Support Agreement.

July 21, 2021

Form of Lock-Up Agreement.

October 4, 2021

Registration and Stockholder Rights Agreement between Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, the Anchor Investors and certain directors of Power & Digital Infrastructure Acquisition Corp.

February 12, 2021

Amended and Restated Registration Rights Agreement by and among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, Core Scientific Holding Co., and other parties thereto, dated January 19, 2022.

January 24, 2022

Form of Indemnification Agreement.

November 19, 2021

Bank National Association as note agent and collateral agent dated September 23, 2021 (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

4.14 Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

4.15 Description of registered securities (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K (File No.

001-40046), filed with the SEC on March 30, 2022).

10.1 Sponsor Agreement, dated as of July 20, 2021, among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21, 2021).

10.2 Form of Support Agreement (incorporated by reference to Exhibit 10.

2 to the Company ’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21 , 2021).

10.3 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.23 the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on October 4, 2021).

10.4 Registration and Stockholder Rights Agreement between Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, the Anchor Investors and certain directors of Power & Digital Infrastructure Acquisition Corp (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on February 12, 2021).

Exhibit Description

10.5 Amended and Restated Registration Rights Agreement by and among Power & Digital Infrastructure Acquisition Corp., XPDI Sponsor LLC, Core Scientific Holding Co., and other parties thereto, dated January 19, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on January 24, 2022).

10.6# Form of Indemnification Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

10.7# Core Scientific, Inc.

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan.

August 11, 2021

(f/k/a MineCo Holdings, Inc.) 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.

13 to the Company ’s Registration Statement on Form S- 4 (File No.

333-258720) , filed with the SEC on August 11 , 2021).

10.8# First Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.

21 to the Company ’s Registration St atement on Form S-4 (File No.

333-258720) , filed with the SEC on August 11, 2021).

10.9# Second Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 2 to the Company ’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.10# Third Amendment to Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 3 to the Company ’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.11# Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 4 to the Company ’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.12# Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 5 to the Company ’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.13# Nonqualified Option Award Agreement underlying the Core Scientific, Inc.

2018 Omnibus Incentive Plan.

August 11, 2021

2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 6 to the Company ’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.14# Core Scientific, Inc.

2021 Equity Incentive Plan.

January 24, 2022

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on January 24, 2022).

10.15# Form of Restricted Stock Unit Award Agreement underlying the Core Scientific, Inc.

2021 Equity Incentive Plan.

October 4, 2021

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on October 4, 2021).

10.16# Form of Stock Option Agreement underlying the Core Scientific, Inc.

2021 Equity Incentive Plan.

October 4, 2021

2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on October 4, 2021).

10.17# Core Scientific, Inc.

Employee Stock Purchase Plan.

January 24, 2022

Letter Agreement by and between Michael Trzupek and Core Scientific, Inc., dated September 14, 2020.

August 11, 2021

Letter Agreement by and between Todd DuChene and Core Scientific, Inc., dated December 15, 2018.

August 11, 2021

Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on January 24, 2022).

10.18# Letter Agreement by and between Michael Trzupek and Core Scientific, Inc., dated September 14, 2020 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.19# Letter Agreement by and between Todd DuChene and Core Scientific, Inc., dated December 15, 2018 (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-4 (File No.

333-258720), filed with the SEC on August 11, 2021).

10.20# Amended and Restated Employment Agreement by and between Michael J.

Levitt and Core Scientific Holding Co., dated October 10, 2021.

November 19, 2021

Employment Agreement by and between Darin Feinstein and Core Scientific Holding Co., dated October 10, 2021.

November 19, 2021

Non-Employee Director Compensation Policy of Core Scientific, Inc.

November 19, 2021

Industrial Power Contract by and between Murphy Electric Power Board and BCV 77, LLC, dated December 15, 2017, as assigned and assumed on February 19, 2018.

August 11, 2021

Interruptible Power Product Agreement by and between Murphy Electric Power Board and Core Scientific Holding Co., dated August 30, 2018.

August 11, 2021

Investment Credit Agreement by and among Core Scientific Holding Co., Murphy Electric Power Board and the Tennessee Valley Authority, dated October 10, 2018.

August 11, 2021

Levitt and Core Scientific Holding Co., dated October 10, 2021 (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

Exhibit Description

10.21# Employment Agreement by and between Darin Feinstein and Core Scientific Holding Co., dated October 10, 2021 (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

10.22# Non-Employee Director Compensation Policy of Core Scientific, Inc (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-4/A (File No.

333-258720), filed with the SEC on November 19, 2021).

10.23#†† Separation Agreement, dated as of April 18, 2022, by and between the Company and Michael Trzupek (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

10.24# Employment Agreement, dated as of April 7, 2022, by and between the Company and Denise Sterling (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended March 31, 2022 filed with the SEC on May 13, 2022).

10.25++ Industrial Power Contract by and between Murphy Electric Power Board and BCV 77, LLC, dated December 15, 2017, as assigned and assumed on February 19, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.26†† Interruptible Power Product Agreement by and between Murphy Electric Power Board and Core Scientific Holding Co., dated August 30, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.27++ Investment Credit Agreement by and among Core Scientific Holding Co., Murphy Electric Power Board and the Tennessee Valley Authority, dated October 10, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.28++ Master Services Agreement by and between Core Scientific Holding Co.

and Duke Energy Carolinas, LLC, dated June 25, 2018.

August 11, 2021

and Duke Energy Carolinas, LLC, dated June 25, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 11, 2021).

10.29††++ Electric Service Agreement by and between Core Scientific Holding Co.

and Duke Energy Carolinas, LLC, dated June 10, 2019.

August 11, 2021

Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018 (Industrial South Premises).

August 11, 2021

and Duke Energy Carolinas, LLC, dated June 10, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.30††++ Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018 (Industrial South Premises) (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.31††++ Amended and Restated Electric Service Agreement by and between American Property Acquisitions VII, LLC and The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, dated October 11, 2018 (Boring Drive Property) (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.32 Firm Power Contract by and between Core Scientific Holding Co.

and the Tennessee Valley Authority, dated March 12, 2019, as amended on April 30, 2020 and February 25, 2021.

August 11, 2021

and the Tennessee Valley Authority, dated March 12, 2019, as amended on April 30, 2020 and February 25, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.33 Interruptible Power Product Agreement by and between Core Scientific Holding Co.

and the Tennessee Valley Authority, dated April 28, 2020.

August 11, 2021

Form of Sales and Purchase Agreement by and between Core Scientific and Bitmain Technologies Limited and affiliates.

August 11, 2021

Letter from Marcum LLP.

January 24, 2022

List of Subsidiaries.

January 24, 2022

Power of Attorney (included on signature page of this Annual Report).

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

and the Tennessee Valley Authority, dated April 28, 2020 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.34 Form of Sales and Purchase Agreement by and between Core Scientific and Bitmain Technologies Limited and affiliates (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4, filed with the SEC on August 11, 2021).

10.35††++ Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and B.

Riley Commercial Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended June 30, 2022 filed with the SEC on August 22, 2022).

Exhibit Description

10.36††++ Bridge Promissory Note, dated as of April 7, 2022, by and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-40046), for the period ended June 30, 2022 filed with the SEC on August 22, 2022).

10.37++ Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and B.

Riley Commercial Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on August 4, 2022).

10.38++ Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and BRF Finance Co., LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on August 4, 2022).

10.39 Senior Secured Super-Priority Debtor-in-Possession Loan and Security Agreement, dated as of December 22, 2022, by and among the Company, Wilmington Savings Fund Society, FSB as the administrative agent and collateral agent and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on December 22, 2022).

10.40 Restructuring Support Agreement, dated as of December 22, 2022, by and among the Company and the Ad Hoc Noteholder Group (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on December 22, 2022).

10.41 Common Stock Purchase Agreement, dated as of July 20, 2022, by and between Core Scientific, Inc.

Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21, 2022).

10.42 Registration Rights Agreement, dated as of July 20, 2022, by and between Core Scientific, Inc.

Riley (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-40046), filed with the SEC on July 21, 2022).

16.1 Letter regarding Change in Certifying Accountant, dated as of October 28, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-40046) filed with the SEC on October 28, 2022.

16.2 Letter regarding Change in Certifying Accountant, dated as of November 23, 2022 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

001-40046) filed with the SEC on November 23, 2022.

21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2022).

23.1* Consent of Marcum LLP

23.2* Consent of Ernst & Young, LLP

31.1* Certificate of the Chief Executive Officer of Core Scientific, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2* Certificate of the Chief Financial Officer of Core Scientific, Inc.

furnished pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1* Certificate of the Chief Executive Officer of Core Scientific, Inc.

furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2* Certificate of the Chief Financial Officer of Core Scientific, Inc.

furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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* Filed herewith.

Furnished herewith

Indicates a management contract or compensatory plan, contract or arrangement.

Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

Portions of this Exhibit (indicated with [***]) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.

# Indicates management contract or compensatory plan.

†† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5).

The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

++ Portions of this Exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.

Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K

to be signed on its behalf by the undersigned, thereunto duly authorized.

March 30, 2022

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Core Scientific, Inc.

1 unchanged sentence

Michael Levitt

Chief Executive Officer and Co-Chair

of the Board of Directors

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Levitt, Michael Trzupek and Todd DuChene, and each of them, as his or her true and lawful attorneys-in-fact

and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,

and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact

and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K

has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer

April 3, 2023

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Position Date

/s/ Michael Levitt

Chief Executive Officer and Director (Co-Chairman)

( Principal Executive Officer )

April 3, 2023

Michael Levitt

Chief Executive Officer and Co-Chair

of the Board ( Principal Executive Officer

March 30, 2022

/s/ Michael Trzupek

Michael Trzupek

Executive Vice President and Chief Financial Officer ( Principal Financial Officer

March 30, 2022

/s/ Brian Neville

Brian Neville

Chief Accounting Officer ( Principal Accounting

March 30, 2022

/s/ Denise Sterling

Chief Financial Officer

( Principal Accounting and Financial Officer )

April 3, 2023

Denise Sterling

/s/ Darin Feinstein

Executive Vice President, Corporate Strategy and Director (Co-Chairman) April 3, 2023

Darin Feinstein

Chief Vision Officer and Co-Chair

March 30, 2022

Director April 3, 2023

/s/ Jarvis Hollingsworth

Director April 3, 2023

Jarvis Hollingsworth

March 30, 2022

/s/ Matt Minnis

March 30, 2022

/s/ Stacie Olivares

Stacie Olivares

March 30, 2022

Director April 3, 2023

/s/ Kneeland Youngblood

Director April 3, 2023

Kneeland Youngblood

March 30, 2022

CORE SCIENTIFIC, INC.

(f/k/a Power & Digital Infrastructure Acquisition Corp.)

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Financial Statements:

Balance Sheets as of December 31, 2020 and 2021

Statements of Operations for the Year Ended December 31, 2021 and for the Period from December 29, 2020 (inception) Through December 31, 2020

Statements of Changes in Stockholders’ Equity for the Year Ended December 31, 2021 and for the Period from December 29, 2020 (inception) Through December 31, 2020

Statements of Cash Flows for the Year Ended December 31, 2021 and for the Period from December 29, 2020 (inception) Through December 31, 2020

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Core Scientific, Inc.

(f/k/a Power & Digital Infrastructure Acquisition Corp.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Core Scientific, Inc.

(f/k/a Power & Digital Infrastructure Acquisition Corp.) (the “Company”) as of December 31, 2021

and 2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and for the period from December 29, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021

and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and for the period from December 29, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2020.

New York , NY

March 30, 2022

CORE SCIENTIFIC, INC.

(Formerly Power & Digital Infrastructure Acquisition Corp.)

CONSOLIDATED BALANCE SHEETS

December 31, 2021

December 31, 2020

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

Deferred offering costs

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:

Current liabilities:

Accounts payable

Accrued expenses

Franchise tax payable

Total current liabilities

Derivative warrant liabilities

Deferred underwriting commissions

Total liabilities

Commitments and Contingencies

Class A common stock subject to possible redemption, $ 0.0001 par value;

34,500,000 shares at $ 10.00 per share

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

no ne issued and outstanding

Class A common stock, $ 0.0001 par value;

500,000,000 shares authorized

Class B common stock, $ 0.0001 par value;

50,000,000 shares authorized;

8,625,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020

Additional paid-in

Accumulated deficit

Total stockholders’ equity (deficit)

Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of these consolidated financial statements.

CORE SCIENTIFIC, INC.

(Formerly Power & Digital Infrastructure Acquisition Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December

For The Period From December

29, 2020 (inception) through

December 31, 2020

General and administrative expenses

General and administrative expenses—related party

Franchise tax expenses

Loss from operations

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative warrant

Income from investments held in Trust Account

Weighted average shares outstanding of Class A common stock, basic and diluted

Basic and diluted net loss per share, Class A common stock

Weighted average shares outstanding of Class B common stock, basic and diluted

Basic and diluted net loss per share, Class B common stock

(1) This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment

option is not exercised in full or in part by the underwriters.

(see Note 4).

The accompanying notes are an integral part of these consolidated financial statements.

CORE SCIENTIFIC, INC.

(Formerly Power & Digital Infrastructure Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Year Ended December 31, 2021

Additional Paid-In

Stockholders’

Equity (Deficit)

December 31, 2020

Deemed capital contribution from Sponsor

Remeasurement

of Class A common stock subject to possible redemption amount

December 31, 2021

For the Period from December 29, 2020 (inception) through December 31, 2020

Additional Paid-In

Stockholders’

Equity (Deficit)

December 29, 2020 (inception)

Issuance of Class B common stock to Sponsor

December 31, 2020

The accompanying notes are an integral part of these consolidated financial statements.

CORE SCIENTIFIC, INC.

(Formerly Power & Digital Infrastructure Acquisition Corp.)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Year Ended

December 31, 2021

For The Period From

December 29, 2020

(inception) through

December 31, 2020

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of derivative warrant liabilities

Offering costs associated with derivative warrant liabilities

Income from investments held in Trust Account

General and administrative expenses paid by related party under promissory note

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Accounts payable

Franchise tax payable

Net cash used in operating activities

Cash Flows from Investing Activities

Cash deposited in Trust Account

( 345,000,000

Net cash used in investing activities

( 345,000,000

Cash Flows from Financing Activities:

Proceeds received from initial public offering, gross

Proceeds received from private placement

Repayment of note payable to related party

Offering costs paid

Net cash provided by financing activities

Net change in cash

Cash—beginning of the period

Cash—end of the period

Supplemental disclosure of noncash activities:

Offering costs included in accrued expenses

Offering costs paid by related party under promissory note

Deferred underwriting commissions in connection with the initial public

Deferred offering costs paid by Sponsor in exchange for issuance of Class B

The accompanying notes are an integral part of these consolidated financial statements.

CORE SCIENTIFIC, INC.

(Formerly Power & Digital Infrastructure Acquisition Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Organization and Business Operations

Core Scientific, Inc., formerly known as Power & Digital Infrastructure Acquisition Corp.

(the “Company”) was a blank check company incorporated in Delaware on December 29, 2020.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2021, the Company had not commenced any operations.

All activity for the period from December 29, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering.

The Company’s sponsor is XPDI Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2021.

On February 12, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 4,500,000 additional Units (the “Over-Allotment Units”), at $ 10.00 per Unit, which generated gross proceeds of $ 345.0 million, and incurring offering costs of approximately $ 19.2 million, of which approximately $ 12.1 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,266,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $ 1.50 per Private Placement Warrant, to the Sponsor and to certain qualified institutional buyers or institutional accredited investors, including certain funds and accounts managed by subsidiaries of BlackRock, Inc.

(the “Anchor Investors”), generating proceeds of $ 9.4 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $ 345.0 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S.

“government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act, which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable by us on the income earned on the trust account) at the time of the agreement to enter into the

initial Business Combination.

However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $ 10.00 per Public Share).

The per-share

amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the outstanding shares are voted by the stockholders at a stockholders’ meeting to approve the Business Combination, unless applicable law, the Company’s corporate governing documents or applicable stock exchange rules require a different vote, in which case the Company will complete its Business Combination only if such requisite vote is received.

The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $ 5,000,001 upon the consummation of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of Class A common stock, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or February 12, 2023 (the “Combination Period”), and the Company’s stockholders have not

amended the Certificate of Incorporation to extend such Combination Period, the Company will (1) cease all operations except for the purpose of winding up;

(2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $ 100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable by us), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any);

and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The initial stockholders and Anchor Investors agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the initial stockholders and Anchor Investors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00.

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $ 10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Business Combination

Power & Digital Infrastructure Acquisition Corp.

(“XPDI”), entered into a certain Agreement and Plan of Reorganization and Merger, dated as of July 20, 2021, as amended on October 1, 2021, and as further amended on December 29, 2021, by and among Core Scientific Holding Co., a Delaware corporation (“Legacy Core”), XPDI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”), and XPDI (the “Merger Agreement”).

XPDI’s stockholders approved the transactions contemplated by the Merger Agreement (collectively, the “Business Combination”) at a special meeting of stockholders held on January 19, 2022 (the “Special Meeting”).

Pursuant to the terms of the Merger Agreement and that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Legacy Core, Merger Sub 3 and Blockcap, the Business Combination was effected by (i) the merger of Merger Sub with and into Legacy Core,

which occurred on January 19, 2022 (the “First Merger”), with Legacy Core surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Legacy Core with and into XPDI, which occurred on January 20, 2022, with XPDI surviving this second merger and (iii) following the closing of the second merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3, with Merger Sub 3 surviving this third merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” In connection with the consummation of the Business Combination, XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.” (such entity following the Business Combination is hereinafter referred to as “Core”).

In connection with the Special Meeting and the Business Combination, holders of 12,347,077 of the 34,500,000 then-outstanding shares of Class A common stock of XPDI exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.00 per share, for an aggregate redemption amount of $ 123,483,147.34 .

The closing of the Business Combination is deemed to have occurred on January 19, 2022 (the “Closing Date”).

At the effective time of the First Merger, among other things, each share of Class A common stock of XPDI converted into one share of Common Stock of Core.

In addition, XPDI issued

shares of Class B common stock prior to its initial public offering (the “founder shares”).

At the effective time of the First Merger, each share of such Class B common stock of XPDI converted into one share of Common Stock of Core.

Each outstanding warrant exercisable for shares of Class A common stock became exercisable for an equal number of shares of Core’s Common Stock.

As of the Closing Date ,

shares of Common Stock issued and outstanding held of record by approximately

498 holders, and

warrants (consisting of (i)

8,625,000 shares underlying XPDI’s public warrants, (ii)

6,808,470 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

In connection with the entry into the Merger Agreement, XPDI, Legacy Core and certain Legacy Core stockholders, including holders affiliated with the board of directors of Legacy Core and beneficial owners of greater than 5% of Legacy Core’s capital stock, entered into certain support agreements, whereby such Legacy Core stockholders agreed to, among other things, vote all of their shares of Legacy Core’s capital stock in favor of the approval and adoption of the transactions contemplated by the Merger Agreement.

December 31, 2021, the Company had approximately $ 0.9 million in its operating bank account and working capital deficit of approximately $ 2.7 million.

On January 19, 2022, the Company completed the aforementioned Business Combination and closed the related financing agreements.

Based on the foregoing, management believes that the Company will have sufficient liquidity to fund its operations through one year from this filing.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19

pandemic, and the emergence of new variant strains of COVID-19,

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements does not include any adjustments that might result from the outcome of this uncertainty.

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The consolidated financial statements of the Company include its wholly-owned subsidiaries created in connection with the Proposed Business Combination.

All inter-company accounts and transactions are eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Actual results could differ from those estimates.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are

recognized at

Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying consolidated statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $ 250,000 and investments held in Trust Account.

As of December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the consolidated balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value

hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed

at the end of each reporting period.

The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the

Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation.

The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Black-Scholes option pricing model.

Beginning in April 2021, the estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.

Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs associated with derivative warrant liabilities were expensed as incurred, presented as non-operating

expenses in the consolidated statements of operations.

Offering costs associated with the Class A common stock were charged to the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering.

Deferred underwriting commissions are classified as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value.

Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A common stock is classified as stockholders’ equity.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

There was no Class A common stock issued or outstanding as of December 31, 2020.

Effective with the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

The Company follows the asset and liability method of accounting for income taxes under FAS

B ASC Topic 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing

were no unrecognized tax benefits as of December 31, 2021.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Net income (loss) per common shares

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of shares.

Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 14,891,667

Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method.

As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021.

Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

For the Year Ended

December 31, 2021

Basic and diluted net loss per common stock:

Allocation of net loss

Basic and diluted weighted average common stock outstanding

Basic and diluted net loss per common stock

For The Period From

December 29, 2020

(inception) through

December 31, 2020

Basic and diluted net loss per common stock:

Allocation of net loss

Basic and diluted weighted average common stock outstanding

Basic and diluted net loss per common stock

(1) This number excludes an aggregate of up to 1,125,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

(see Note 4).

Accounting Pronouncements

In August 2020, the FASB issued ASU No.

Debt-Debt with Conversion and Other Options (Subtopic 470-20)

and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06

on January 1, 2021.

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting

standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Note 3—Initial Public Offering

On February 12, 2021, the Company consummated its Initial P

ublic Offering of 34,500,000 Units, including the exercise of the underwriters’ option to purchase 4,500,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of $ 345.0 million, and incurring offering costs of approximately $ 19.2 million, of which approximately $ 12.1 million in deferred underwriting commissions.

Of the 34,500,000 Units sold, an aggregate of 2,405,700 Units were purchased by the Anchor

Each Unit consists of one share of Class A common stock, and one-fourth

of one redeemable warrant (each, a “Public Warrant”).

Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Note 4—Related Party Transactions

Founder Shares

On December 31, 2020, the Sponsor paid $ 25,000 to cover for certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B common stock, par value $ 0.0001 per share, (the “Founder Shares”).

On February 9, 2021, the Company effected a share capitalization of 1,437,500 shares of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding.

Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On February 12, 2021, the underwriter fully exercised its option to purchase additional;

thus, these 1,125,000 Founder Shares were no longer subject to forfeiture.

In February 2021, the Sponsor agreed to sell to the Anchor Investors 1,552,500 Founder Shares and the Anchor Investors agreed to purchase from the Sponsor on the date of the initial business combination an aggregate of 1,552,500 Founder Shares for an aggregate purchase price of approximately $ 4,500 , or approximately $ 0.003 per share.

The Company estimated the aggregate fair value of the Sponsor’s agreement to sell Founder Shares to the Anchor Investors to be approximately $ 7.0 million using a Monte Carlo simulation.

The fair value of the agreement to sell Founder Shares was determined to be an offering cost of the Company in accordance with Staff Accounting Bulletin Topic 5A.

Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.

Offering costs related to the agreement to sell Founder Shares amounted to approximately $ 7.0 million, of which approximately $ 6.8

million was charged to Class A common stock subject to possible redemption, presented as temporary equity and approximately

$ 278,000 was expensed to the consolidated statements of operations as offering costs associated with derivative warrant liabilities.

The initial stockholders and the Anchor Investors agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial

Business Combination;

and (B) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading

days within any 30-trading

day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders and the Anchor Investors with respect to any Founder Shares.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,266,667 Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant, to the Sponsor and the Anchor Investors, generating proceeds of $ 9.4 million.

Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $ 11.50 per share.

A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 31, 2020, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

This loan was non-interest

bearing and payable upon the completion of the Initial Public Offering.

As of February 12, 2021, the Company borrowed a total of approximately $ 90,000 under the Note.

On February 15, 2021, the Company repaid the Note in full.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreeme

nts exist with respect to such loans.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay affiliates of the Sponsor a total of $ 20,000 per month for office space, administrative and support services.

During the year ended December 31, 2021 the Company incurred $ 220,000 of such fees, respectively, which

recognized in general and administrative expenses—related party, in the accompanying consolidated statements of operations.

As of December 31, 2021, the Company had $ 220,000 payable in connection with such agreement, included as accrued expenses in the accompanying consolidated balance sheets.

Payments to Insiders

The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or the Company’s or any of their affiliates.

As of December 31, 2021, the payments to insiders totaled approximately $ 69,000 .

Business Combination Payments

The Company made a cash payment to XMS Capital Partners, LLC (“XMS Capital”) or its affiliates for any financial advisory, placement agency or other similar investment banking services that XMS Capital or its affiliates provided to the Company, in connection with its initial Business Combination, and reimbursed XMS Capital or its affiliates for any out-of-pocket

expenses incurred by them in connection with the performance of such services.

Advisory Services Agreements

In September and October of 2021, the Company entered into advisory services agreements with four unaffiliated financial advisors, two of which were terminated in January 2022, pursuant to which payments of

$ 0.8 million in the aggregate

were paid upon the closing of the Business Combination.

Note 5—Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering.

These holders were entitled to certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day

option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions.

On February 12, 2021, the underwriter fully exercised its option to purchase additional Units.

The underwriters did not earn any upfront underwriting commission in connection with 2,760,000 Units, including the 2,405,700 Units sold to the Anchor Investors.

Except for those Units, the underwriters were entitled to an underwriting discount of $0.20 per Unit on 31,740,000 Units, or approximately $6.3 million, paid upon the closing of the Initial Public Offering.

An additional fee of $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee was paid on January 19, 2022, upon closing of the Business Combination, from the amounts held in the Trust

Stockholder Letters

The Company’s counsel received five letters from purported stockholders of the Company, dated September 1, 2021;

September 10, 2021;

October 25, 2021;

January 3, 2022;

and January 5, 2022, respectively, alleging that the Company’s disclosures, filed with the United States Securities and Exchange Commission in connection with the Company’s planned transaction with Core Scientific Holding Co., omitted certain material information, and demanding that the Company issue certain additional disclosures in advance of the stockholder vote on the transaction.

On January 12, 2022, the Company filed certain supplemental disclosures to resolve the alleged disclosure claims and avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19

pandemic, and the emergence of new variant strains of COVID-19,

on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 6—Class A Common Stock Subject to Possible Redemption

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.

The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, all of which were subject to possible redemption and are therefore classified outside of permanent equity in the consolidated balance sheets.

The Class A common stock

subject to possible redemption reflected on the consolidated balance sheets is reconciled in the following table:

Gross proceeds

Fair value of Public Warrants at issuance

Offering costs allocated to Class A common stock subject to possible redemption

Remeasurement

on Class A common stock subject to possible redemption amount

Class A common stock subject to possible redemption

Note 7—Stockholders’ Equity

Preferred Stock

- The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

A Common Stock

- The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 34,500,000 shares of Class A common stock issued and outstanding, all of which are subject to possible redemption and have been classified as temporary equity (see Note 6).

As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.

B Common Stock

- The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

On December 31, 2020, the Company issued 7,187,500 shares of Class B common stock to the Sponsor for an aggregate price of $ 25,000 .

On February 9, 2021, the Company effected a share capitalization of 1,437,500 shares of Class B common stock, resulting in an aggregate of 8,625,000 shares of Class B common stock outstanding.

The share capitalization was recognized on a retrospective basis.

Up to an aggregate of 1,125,000 shares of Class B common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would collectively own 20 % of the Company’s issued and outstanding common stock after the Initial Public Offering.

On February 12, 2021, the underwriter fully exercised its option to purchase additional;

thus, these 1,125,000 shares of Class B common stock were no longer subject to forfeiture.

In January 2021, our Sponsor transferred 30,000

shares of our Class B common stock to each of our independent directors, which are subject to vesting upon closing an initial Business Combination.

Compensation expense related to the Class B common stock transferred to each independent director is recognized only when the performance condition is probable of occurrence, which in this circumstance is upon closing of the Business Combination.

Stock-based compensation will be recognized in an amount equal to the number of Class B common stock that ultimately vest multiplied times the grant date fair value per share.

As of December 31, 2021, no stock-based compensation expense has been recognized.

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together as a single class, except as required by law;

provided, that, prior to the Company’s initial Business Combination, holders of the Class B common stock will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of the Class A common stock will not be entitled to vote on the appointment of directors during such time.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of the Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted

basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination.

Derivative Warrant Liabilities

As of December 31, 2021, the Company had 8,625,000 Public Warrants and the 6,266,667 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering;

provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).

The Company agreed that as soon as practicable, but in no event later than 20 business days

after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.

If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available.

Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be

determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants will be non-redeemable

(except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 ”) so long as they are held by the Sponsor or its permitted transferees.

If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investors or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day

redemption period.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of Class A common stock;

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”);

if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described herein under the heading “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

“fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.

In no event will the warrants be exercisable in connection with this redemption feature for more than

0.361 shares of Class A common stock per warrant (subject to adjustment).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire

Note 9—Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

Quoted Prices in Active

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account—Money market fund

Derivative warrant liabilities—Public warrants

Derivative warrant liabilities—Private placement warrants

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

e estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded in an active market.

The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation.

The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Black-Scholes option pricing model.

year ended December 31, 2021, the Company recognized a loss resulting from changes in the fair value of derivative warrant liabilities of approximately

$ 26.3 million, which is presented in the accompanying consolidated statements of operations .

estimated fair value of the Public Warrants, using a Monte Carlo simulation, and the Private Placement Warrants, Black-Scholes model, was determined using Level 3 inputs.

Inherent in a Monte Carlo simulation and a Black-Scholes model are assumptions related to expected stock-price volatility, expected term, risk-free interest rate and dividend yield.

The Company estimates the volatility of its warrants based on historical and implied volatility of select peer companies.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the valuation date for a maturity commensurate with the expected remaining life of the warrants.

The expected term of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend r a

te is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

February 12, 2021

December 31, 2021

Exercise price

Risk-free rate

The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows:

Derivative warrant liabilities at December 31, 2020

Issuance of Public and Private Warrants

Transfer of Public Warrants to Level 1

Change in fair value of derivative warrant liabilities

Derivative warrant liabilities at December 31, 2021

Note 10 — Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account, net of franchise tax expense.

The Company’s general and administrative expenses are generally considered start-up

costs and are not currently deductible.

The income tax provision (benefit) consists of the following:

December 31, 2021

For The Period From

December 29, 2020 (inception)

through December 31, 2020

Change in valuation allowance

Income tax provision

The Company’s net deferred tax assets are as follows:

December 31, 2021

For The Period From

December 29, 2020 (inception)

through December 31, 2020

Deferred tax assets:

Start-up/Organization

Net operating loss carryforwards

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of allowance

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists

to future realization of the deferred tax assets and has therefore established a f ull valuat

ion allowance.

As of December 31, 2021, the Company has estimated federal net operating loss carry forwards of $ 165,064

for federal income tax purposes, which do not expire.

The Company has established a valuation allowance against its entire net tax asset.

For the year ended December 31, 2021, the change in the valuation allowance was $ 680,971 .

For the period from December 29, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 2,184 .

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows:

December 31, 2021

For The Period From

December 29, 2020 (inception)

through December 31, 2020

Statutory federal income tax rate

Change in fair value of derivative warrant liabilities

Transaction costs allocated to derivative warrant liabilities

Change in valuation allowance

Income Taxes Benefit

The Company will file income tax returns in the U.S.

federal jurisdiction.

The Company’s tax returns are open to examination since inception.

Note 11—Subsequent Events

Management has evaluated subsequent events and transactions that occurred after the balance sheet date through the date the consolidated financial statements are available for issuance.

Based upon this review, except as noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

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.

What changed 10-K

Item 9A. Controls and Procedures