Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40046

86-1243837

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


838 Walker Road, Suite 21-2105 Dover, Delaware						19904
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	CORZ	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share	CORZW	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share	CORZZ	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On June 5, 2024, the Company issued a press release announcing certain production and operations updates for the month of May 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits:



Exhibit No.						Description

99.1						Press Release dated June 5 , 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Dated: June 5, 2024

	By:	/s/ Todd M. DuChene
	Name:	Todd M. DuChene
	Title:	Chief Legal Officer and Chief Administrative Officer

Exhibit 99.1

press release corescientific.com

Core Scientific Announces

May 2024 Production and Operations Updates

•Earned 447 self-mined bitcoin for a total of 4,076 bitcoin year-to-date, and our customers earned an estimated 128 bitcoin at our data centers in May

•Operated approximately 219,000 owned and hosted bitcoin miners for a total energized hash rate of 26.1 exahash as of May 31, 2024

AUSTIN, Texas, June 5, 2024 – Core Scientific, Inc. (Nasdaq: CORZ) ("Core Scientific" or “the Company”), one of the largest owners and operators of high-powered digital infrastructure for bitcoin mining and hosting services in North America, today released unaudited production and operations updates for May 2024.

“We continue to execute well in our strong bitcoin mining business while also leveraging our valuable portfolio of high-power digital infrastructure to expand our hosting business, as demonstrated by our recent announcement of new, long-term hosting contracts for 200 megawatts of HPC infrastructure with CoreWeave, the AI Hyperscaler,” said Adam Sullivan, Core Scientific’s Chief Executive Officer. “These contracts represent one of the largest AI hosting agreements to date, and they will strengthen our earnings power with an estimated $3.5 billion in cumulative revenue over their 12-year terms.”

“Our discussions with potential clients to modify an additional 300 megawatts of our high-power infrastructure for HPC hosting continue, representing an even greater source of revenue by capitalizing on strong market demand. Supported by powerful industry tailwinds across AI compute, we are excited about the meaningful opportunities ahead to maximize the value of our digital infrastructure portfolio to deliver on our business objectives and create sustainable shareholder value,” added Mr. Sullivan.

-more-

Core Scientific, Inc. May '24 Update - 2

Key Metrics Summary (unaudited)


Metric	May 2024	April 2024
Self-Mining Bitcoin Earned1	447	803
Hosting Bitcoin Earned by Customers2	128	265
Average Self-Mined Bitcoin Earned/Day	14.4	26.8
Self-Mining Energized Hash rate3	20.4	20.4
Hosting Energized Hash rate4	5.7	6.3
Total Energized Hash rate	26.1	26.7
Bitcoin Sold5	453	847
Bitcoin Sales Proceeds ($USD)	Appx. $29.4 million	Appx. $55.8 million
Average Self-Mining Fleet Efficiency (J/TH)6	24.23	25.78

1 Self-Mining Bitcoin Earned represents bitcoin rewards earned by bitcoin miners owned and operated by Core Scientific; the sequential decline in May resulted from the first full month of post-halving operations.

2 Hosting Bitcoin Earned represents estimated bitcoin rewards earned by customer-owned miners installed and operated by Core Scientific in our data centers, including bitcoin rewards earned by customers and paid to the Company pursuant to proceeds sharing agreements.

3 Self-Mining Energized Hash Rate represents the total rated capacity of all Company-owned bitcoin miners installed and operating in Core Scientific’s data centers. Includes previous generation miners removed to accommodate new miners and then re-deployed opportunistically to exploit favorable mining economics.

4 Hosting Energized Hash Rate represents the total rated capacity of all hosted bitcoin miners owned by customers, installed and operated by Core Scientific in our data centers.

5 Bitcoin Sold represents all bitcoin sold by the Company during the period, including self-mined and proceeds sharing rewards.

6 Average Self-Mining Fleet Efficiency (J/TH) represents the weighted average power consumption in Joules per terahash based on the actual efficiency of each model of miner operating in Core Scientific’s owned self-mining fleet˙

-more-

Core Scientific, Inc. May '24 Update - 3

Data Centers

As of month-end, the Company operated approximately 219,000 bitcoin miners for both self-mining and hosting, representing a total energized hash rate of 26.1 EH/s at its seven data centers in Georgia, Kentucky, North Carolina, North Dakota and Texas. The Company also hosted customer-owned GPUs for high-performance computing at a separate 16MW data center in Texas.

Self-Mining

Core Scientific earned 447 bitcoin in May from its owned fleet of miners. As of month end, the Company operated approximately 173,000 owned bitcoin miners, representing approximately 79% of the bitcoin miners operating in its data centers and a total energized hash rate of 20.4 EH/s.

Hosting Services

In addition to its self-mining fleet, Core Scientific provided data center hosting services, technology and operating support for approximately 46,000 hosted, customer-owned bitcoin miners, representing approximately 21% of the bitcoin miners operating in the Company’s data centers as of May 31, 2024. Customer-owned bitcoin miners earned an estimated 128 bitcoin in May, including bitcoin rewards paid to the Company pursuant to proceeds sharing agreements.

Grid Support

In May, the Company implemented its post-halving strategy to maximize profitability by curtailing portions of its fleet based on miner efficiency, hash price and power prices. This strategy reduced the consumption of power at its data centers on several occasions and delivered 26,328 megawatt hours to local grid partners

Miner Deployments

Prior generation miners replaced by new S21s deployed earlier this year continue to operate at Core Scientific’s Calvert City, KY and Pecos, TX data centers. A change in

-more-

Core Scientific, Inc. May '24 Update - 4

mining economics may result in these prior generation miners being removed and stored, thereby decreasing the Company’s total operational infrastructure and hash rate.

Upcoming Events and Conferences

Core Scientific Investor and Analyst Event, June 12, 2024

Mining Disrupt, June 25-26, 2024

ABOUT CORE SCIENTIFIC

Core Scientific is one of the largest owners and operators of high-powered digital infrastructure for bitcoin mining and hosting services in North America. Transforming energy into high value compute with superior efficiency at scale, we employ our own large fleet of computers (“miners”) to earn bitcoin for our own account and provide hosting services for large bitcoin mining and high-performance computing customers at our eight operational data centers in Georgia (2), Kentucky (1), North Carolina (1), North Dakota (1) and Texas (3). We derive the majority of our revenue from earning bitcoin for our own account (“self-mining”). To learn more, visit www.corescientific.com.

FORWARD LOOKING STATEMENTS AND EXPLANATORY NOTES

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the Company’s ability to scale and grow its business, source clean and renewable energy, the advantages and expected growth of the Company and the Company’s ability to source and retain talent. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “estimate,” “plan,” “project,” “forecast,” “goal,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All forward looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including: our ability to earn digital

-more-

Core Scientific, Inc. May '24 Update - 5

assets profitably and to attract customers for our hosting capabilities; our ability to maintain our competitive position as digital asset networks experience increases in total network hash rate; our ability to raise additional capital to continue our expansion efforts or other operations; our need for significant electric power and the limited availability of power resources; the potential failure in our critical systems, facilities or services we provide; the physical risks and regulatory changes relating to climate change; potential significant changes to the method of validating blockchain transactions; our vulnerability to physical security breaches, which could disrupt our operations; a potential slowdown in market and economic conditions, particularly those impacting the blockchain industry and the blockchain hosting market; the identification of material weaknesses in our internal control over financial reporting; price volatility of digital assets and bitcoin in particular; the “halving” of rewards available on the Bitcoin network, or the reduction of rewards on other networks, affecting our ability to generate revenue as our customers may not have an adequate incentive to continue mining and customers may cease mining operations altogether; the potential that insufficient awards from digital asset mining could disincentivize transaction processors from expending processing power on a particular network, which could negatively impact the utility of the network and further reduce the value of its digital assets; the requirements of our existing debt agreements for us to sell our digital assets earned from mining as they are received, preventing us from recognizing any gain from appreciation in the value of the digital assets we hold; potential changes in the interpretive positions of the SEC or its staff with respect to digital asset mining firms; the increasing likelihood that U.S. federal and state legislatures and regulatory agencies will enact laws and regulations to regulate digital assets and digital asset intermediaries; increasing scrutiny and changing expectations with respect to our ESG policies; the effectiveness of our compliance and risk management methods; the adequacy of our sources of recovery if the digital assets held by us are lost, stolen or destroyed due to third-party digital asset services; the effects of our emergence from bankruptcy on our financial results, business and business relationships; and our substantial level of indebtedness and our current liquidity constraints affecting our financial condition and ability to service our indebtedness. Any such forward-looking statements represent management’s estimates and beliefs as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

/////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////

-more-

Core Scientific, Inc. May '24 Update - 6

Please follow us on:

https://www.linkedin.com/company/corescientific/

https://X.com/core_scientific

CONTACTS

Investors:

ir@corescientific.com

Media:

press@corescientific.com

-end-

Cover	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Core Scientific, Inc./tx
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40046
Entity Tax Identification Number	86-1243837
Entity Address, Postal Zip Code	19904
City Area Code	512
Local Phone Number	402-5233
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001839341
Amendment Flag	false
Entity Address, Address Line One	838 Walker Road
Entity Address, Address Line Two	Suite 21-2105
Entity Address, City or Town	Dover
Entity Address, State or Province	DE
Common stock, par value $0.00001 per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	CORZ
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share
Trading Symbol	CORZW
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share
Trading Symbol	CORZZ
Security Exchange Name	NASDAQ