Core Scientific, Inc./tx 8-K

What Happened

• On May 5, 2026, Core Scientific, Inc. (CORZ) entered into a Merger Agreement to acquire Polaris DS LLC (the “Target”) from Top Access Enterprises Limited (the “Seller”) by merging the Company’s Polar Merger Sub into the Target. The Target’s material assets include ~40 acres adjacent to Core Scientific’s Muskogee, Oklahoma data center, an on-site electrical substation and electricity service agreements (ESAs) with Oklahoma Gas and Electric providing up to 440 megawatts of continuous power.
• The aggregate purchase price is approximately $421 million in cash (subject to customary adjustments), with an additional $40 million payable if an extra 40 MW of firm capacity becomes available to the Target before December 31, 2026. Core Scientific deposited $120 million into an interest-bearing escrow with Citibank, N.A.; this Deposit will be credited to the Purchase Price at closing and may be forfeited or partially paid to Seller in certain termination scenarios.
• The Target will complete a Pre-Closing Reorganization to transfer operating business and liabilities to Altair LLC (the “Parent Sub”), so Core Scientific will acquire principally the real property, substation and ESAs. Parent Sub will lease portions of the Premises for nominal consideration through no later than June 30, 2028 while winding down operations and will remain responsible for utility costs during the lease. Closing is expected by early Q3 2026, subject to conditions including HSR clearance and continued effectiveness of the ESAs.

Key Details

• Purchase price: ~ $421 million cash; +$40 million if +40 MW firm capacity is secured by 12/31/2026.
• Escrow/Deposit: $120 million deposited with Citibank, credited at closing; partial forfeiture ($5M) or full forfeiture in certain breach scenarios.
• Assets acquired: ~40 acres in Muskogee, on-site electrical substation, and ESAs providing up to 440 MW of continuous electricity.
• Timeline and conditions: Pre-Closing Reorganization required; satisfaction or waiver of conditions including HSR clearance and ESA effectiveness; expected close early Q3 2026.

Why It Matters

• The deal adds a large, adjacent power site and significant contracted electricity capacity (up to 440 MW) to Core Scientific’s Muskogee footprint, which is strategically important for data center / mining operations that depend on reliable, high-capacity power.
• The transaction is a substantial cash commitment (deposit already $120M), which will affect the company’s near-term liquidity and capital deployment until closing and integration are complete.
• Completion depends on regulatory clearance and continued validity of the ESAs; investors should note these conditions and the temporary lease back to the seller’s affiliate through mid-2028, which may delay full operational use of the site.