8-K: Current report filing
Published on February 28, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
As previously announced, Core Scientific, Inc. (f/k/a Power & Digital Infrastructure Acquisition Corp., the “Company”) consummated a business combination on January 19, 2022 (the “Closing”). In connection with the business combination, the Company’s board of directors (the “Board”) and stockholders approved and adopted the Second Amended and Restated Bylaws (the “Bylaws”). The Bylaws provide that, subject to certain exceptions, holders of (i) shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company issued in connection with the business combination, shares of Common Stock issuable upon the exercise of options to purchase shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Core Shares”) and (ii) shares of Class B common stock that were designated as Common Stock in connection with the business combination (the “Founder Shares”), may not, among other things, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any such shares of Common Stock until the end of the Lock-Up Period (as defined in the Bylaws) (the “Bylaw Lock-Up Restrictions”). The Lock-Up Period runs until the earlier of one hundred eighty (180) days from the date of Closing for the Core Shares and one year from the date of Closing for the Founder Shares, or in each case upon the approval of the majority of the Board of the waiver of the Bylaw Lock-Up Restrictions. Additionally in connection with the business combination, the Company entered into contractual lock-up agreements (the “Lock-Up Agreements”) containing comparable lock-up restrictions with certain stockholders, officers and directors of the Company holding Core Shares and/or Founder Shares.
In order to provide for an orderly and measured flow of shares to the public markets, on February 24, 2022, the Board unanimously approved a complete waiver and release of the Bylaw Lock-Up Restrictions and the comparable lock-up restrictions pursuant to the Lock-Up Agreements, effective March 10, 2022 (the “Lock-Up Waiver”). As a result of the Lock-Up Waiver, 282,311,836 shares of Common Stock of the Company will be eligible for sale in the public market at the opening of trading on March 10, 2022 (subject to trading limitations on shares held by affiliates of the Company, compliance with securities laws, continued vesting of any unvested equity awards as of such date, and the Company’s insider trading policy).
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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: February 28, 2022 | ||||||
| By: | /s/ Todd M. DuChene |
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| Name: Todd M. DuChene | ||||||
| Title: Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||
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