SEC Form SC 13D/A filed by Core Scientific Inc. (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Core Scientific, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21873J108

(CUSIP Number)

David Maryles

Managing Director, Legal and Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 9, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 21873J108

 

1.		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     BlackRock, Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)     OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER     4,737,778
				8.		SHARED VOTING POWER     0
				9.		SOLE DISPOSITIVE POWER     4,737,778
				10.		SHARED DISPOSITIVE POWER     0

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,737,778
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     ☐ See Item 5 herein.
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.2%
14.		TYPE OF REPORTING PERSON (see instructions)     HC

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 30, 2022 (as so amended, the “Schedule 13D”), by BlackRock relating to the Common Stock of the Issuer. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background.

The information in Item 2(b) – (c) and (f) is hereby amended by replacing Annex A thereof with the Annex A attached hereto.

Item 4. Purpose of Transaction.

The information in Item 4 is hereby amended by adding the following immediately before the penultimate paragraph thereof.:

On February 9, 2023, the Issuer terminated the Support Agreement in accordance with Section 6(b)(ii) thereof and, in connection therewith, the Issuer has repaid in full all amounts outstanding under the DIP Credit Agreement and the DIP Credit Agreement has been terminated.

As a result of the foregoing, any “group,” as such term is used in Regulation 13D under the Act that may be deemed to have been formed with the other parties to the Support Agreement and the DIP Credit Agreement who beneficially own shares of the Issuer’s Common Stock, terminated on February 9, 2023.

Item 5. Interest in Securities of the Issuer.

The information in Item 5(e) is hereby amended and restated to read as follows:

(e) As of February 9, 2023, BlackRock does not beneficially own more than five percent of the Issuer’s Common Stock and, as a result of the termination of the Support Agreement, may no longer be deemed to be a member of a “group” that beneficially owns more than five percent of the Issuer’s Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2023

 

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

 

Name		Position		Business Address		Citizenship
Laurence D. Fink		Chairman and Chief Executive Officer		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Robert S. Kapito		President		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Rachel Lord		Senior Managing Director and Chair and Head of Asia Pacific		BlackRock, Inc. 16/F Champion Tower 3 Garden Road Central, Hong Kong		U.K.
Robert L. Goldstein		Senior Managing Director, Chief Operating Officer and Head of BlackRock Solutions		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
J. Richard Kushel		Senior Managing Director and Head of the Portfolio Management Group		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Stephen Cohen		Senior Managing Director and Head of Europe, Middle East and Africa		BlackRock, Inc. Drapers Gardens 12 Throgmorton Avenue London EC2N 2DL United Kingdom		U.K.
Christopher J. Meade		Senior Managing Director, Chief Legal Officer and General Counsel		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Gary S. Shedlin		Senior Managing Director and Chief Financial Officer		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Mark Wiedman		Senior Managing Director and Head of the Global Client Business		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Caroline Heller		Senior Managing Director and Global Head of Human Resources		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Marc Comerchero		Managing Director, Chief Accounting Officer and Global Controller		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.

Directors

 

Name		Principal Occupation or Employment		Business Address		Citizenship
Bader M. Alsaad		Arab Fund for Economic & Social Development – Chairman of the Board and Director General		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		Kuwait
Pamela Daley		General Electric Company – Former Senior Vice President of Corporate Business Development		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Laurence D. Fink		BlackRock, Inc. – Chairman and Chief Executive Officer		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
William E. Ford		General Atlantic – Chairman and Chief Executive Officer		General Atlantic Park Avenue Plaza 55 East 52nd Street, 33rd Fl New York, NY 10055		U.S.
Fabrizio Freda		The Estée Lauder Companies Inc. – President and Chief Executive Officer		Estée Lauder Companies 767 Fifth Avenue New York, NY 10153		Italy & U.S.
Murry S. Gerber		EQT Corporation – Former Executive Chairman, Chairman, President and Chief Executive Officer		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Margaret “Peggy” L. Johnson		Magic Leap, Inc. – Chief Executive Officer		Magic Leap 7500 W. Sunrise Blvd Plantation, FL 33322		U.S.
Robert S. Kapito		BlackRock, Inc. – President		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Cheryl D. Mills		BlackIvy Group LLC – Founder and Chief Executive Officer		BlackIvy Group LLC 2300 N Street NW Suite 630 Washington DC 20037		U.S.
Gordon M. Nixon		Royal Bank of Canada – Former President, Chief Executive Officer and Board Member		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		Canada
Kristin C. Peck		Zoetis Inc. – Chief Executive Officer		Zoetis Inc. 10 Sylvan Way Parsippany, NJ 07054		U.S.

Charles H. Robbins		Cisco Systems, Inc. – Chairman and Chief Executive Officer		Cisco Systems, Inc. 170 West Tasman Drive San Jose, CA 95134		U.S.
Marco Antonio Slim Domit		Grupo Financiero Inbursa, S.A.B. de C.V. – Chairman		Grupo Financiero Inbursa Av. Paseo de las Palmas, #736 Floor 1 Colonia Lomas de Chapultepec C.P. 11000, México D.F.		Mexico
Hans E. Vestberg		Verizon Communications Inc. – Chairman and Chief Executive Officer		Verizon Communications Inc. 1095 Avenue of the Americas New York, NY 10036		Sweden
Susan L. Wagner		BlackRock, Inc. – Former Vice Chairman		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		U.S.
Mark Wilson		Abacai – Co-Chairman and Chief Executive Officer		BlackRock, Inc. 55 East 52nd Street New York, NY 10055		New Zealand