4/A//SEC Filing
YOUNGBLOOD DR KNEELAND 4/A
Accession 0000950170-24-016389
CIK 0001839341other
Filed
Feb 15, 7:00 PM ET
Accepted
Feb 16, 4:18 PM ET
Size
14.6 KB
Accession
0000950170-24-016389
Insider Transaction Report
Form 4/AAmended
YOUNGBLOOD DR KNEELAND
Director
Transactions
- Award
Tranche 2 Warrants
2024-01-23+42,212→ 42,212 totalExercise: $0.01Exp: 2029-01-23→ Common Stock, par value $0.00001 per share (42,212 underlying) - Award
Tranche 1 Warrants
2024-01-23+50,654→ 50,654 totalExercise: $6.81Exp: 2027-01-23→ Common Stock, par value $0.00001 per share (50,654 underlying) - Award
Common Stock, par value $0.00001 per share
2024-01-23+40,004→ 40,004 total - Disposition to Issuer
Common Stock, par value $0.0001 per share
2024-01-23−400,038→ 0 total
Footnotes (5)
- [F1]On December 21, 2022, Core Scientific, Inc. (the "Issuer") and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code. On January 16, 2024, the Bankruptcy Court entered an order confirming the Debtors' Fourth Amended Joint Chapter 11 Plan of Reorganization of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) (the "Plan"), dated as of January 15, 2024. On January 23, 2024 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.
- [F2]On the Effective Date, pursuant to the terms of the Plan, the Issuer's common stock outstanding immediately before the Effective Date, par value $0.0001 per share (the "Old Common Stock"), was canceled and is of no further force or effect, and in exchange all holders of Old Common Stock and unvested restricted stock units ("RSUs") received new common stock, par value $0.00001 per share at an exchange ratio of 10:1 (the "New Common Stock") representing, in the aggregate, approximately 21% of the shares of the reorganized Issuer (subject to dilution by awards issuable under a new management incentive plan and shares of New Common Stock issuable upon conversion or exercise of certain secured convertible notes, warrants, contingent value rights and settlement shares issued as part of the reorganization),
- [F3](Continued from footnote 2) and, for each share of Old Common Stock, 0.253244 Tranche 1 Warrants and 0.211037 Tranche 2 Warrants (each as defined below). The receipt of the New Common Stock, Tranche 1 Warrants and Tranche 2 Warrants in exchange for Old Common Stock and unvested RSUs was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.
- [F4]On the Effective Date, pursuant to the terms of the Plan, the Issuer entered into a warrant agreement dated as of January 23, 2024, (the "Warrant Agreement") among the Company and Computershare Inc., a Delaware corporation and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company. Pursuant to the Warrant Agreement, the Issuer was authorized to issue (i) an aggregate of 98,381,418 warrants, each exercisable for one share of New Common Stock (the "Tranche 1 Warrants") and (ii) an aggregate of 81,984,644 warrants, each exercisable for one share of New Common Stock (the "Tranche 2 Warrants"). Each whole Tranche 1 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $6.81 per share (the "Tranche 1 Exercise Price").
- [F5](Continued from footnote 4) Each whole Tranche 2 Warrant entitles the registered holder to purchase one whole share of New Common Stock at an exercise price of $0.01 per share at any time following the time the volume weighted average price per share of New Common Stock equals or exceeds $8.72 per share on each trading day for 20 consecutive trading days (the "TEV Triggering Event"). The Tranche 1 Exercise Price and the price per share used to determine a TEV Triggering Event are subject to certain adjustments as set forth in the Warrant Agreement.
Documents
Issuer
Core Scientific, Inc./tx
CIK 0001839341
Entity typeother
Related Parties
1- filerCIK 0001137820
Filing Metadata
- Form type
- 4/A
- Filed
- Feb 15, 7:00 PM ET
- Accepted
- Feb 16, 4:18 PM ET
- Size
- 14.6 KB