Other Information
−Removed: Exhibit Description Filed Herein
−Removed: 10.1†# Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and B.
−Removed: Riley Commercial Capital, LLC (filed as Exhibit 10.1 to Current Report on Form 8-K filed on August 4, 2022)
−Removed: 10.2†# Amended and Restated Bridge Promissory Note, dated as of August 1, 2022, by and between the Company and BRF Finance Co, LLC (filed as Exhibit 10.
−Removed: 2 to Current Report on Form 8-K filed on August 4, 2022).
+Added: Exhibit Description Filed Herewith
+Added: 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.
+Added: (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).
+Added: 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.
+Added: (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-4/A filed with the SEC on October 4, 2021).
+Added: 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.
+Added: (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2021).
+Added: 3.1 Second Amended and Restated Certificate of Incorporation of Core Scientific, Inc.
+Added: (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2022).
+Added: 3.2 Amended and Restated Bylaws of Core Scientific, Inc.
+Added: (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2022).
+Added: 10.1 Commitment Letter, dated as of January 29, 2023, by and between Core Scientific, Inc.
+Added: Riley Commercial Capital LLC (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K (File No.:
+Added: 001-40046), filed with the SEC on February 7, 2023).
+Added: 10.2 Replacement DIP Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.:
+Added: 001-40046), filed with the SEC on March 2, 2023).
31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
−Removed: # Certain portions of this exhibit (indicated by asterisks) have been omitted because they are not material and are the type that the registrant treats as private or confidential.
−Removed: Furnished herewith.
−Removed: This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.
−Removed: Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CORE SCIENTIFIC, INC.
−Removed: November 21, 2022 By:
+Added: May 12, 2023 By:
/s/ Denise Sterling
Denise Sterling
−Removed: Chief Financial Officer (Principal Financial Officer)
+Added: Chief Financial Officer
+Added: (Duly Authorized Officer & Principal Financial Officer)
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.