Core Scientific, Inc./tx false 0001839341 0001839341 2022-11-09 2022-11-09 0001839341 core:CommonStockParValue0.0001PerShareMember 2022-11-09 2022-11-09 0001839341 core:WarrantsExercisableForSharesOfCommonStockMember 2022-11-09 2022-11-09

 

 

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): November 9, 2022

 

 

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)

 

(I.R.S. Employer

Identification No.)

 

210 Barton Springs Road  
Suite 300  
Austin, Texas   78704
(Address of principal executive offices)   (Zip Code)

(512) 402-5233

(Registrant’s telephone number, including area code)

 

(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 $0.0001 per share   CORZ   The Nasdaq Global Select Market
Warrants, exercisable for shares of common stock   CORZW   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 9, 2022, the board of directors of Core Scientific, Inc. (the “Company”) appointed Todd DuChene to serve as the Company’s President and Chief Legal Officer, effective November 14, 2022.

Mr. DuChene, age 59, has served as the Company’s Executive Vice President, General Counsel, Chief Compliance Officer and Secretary since January 2022. He had served as General Counsel and Secretary of Core Scientific Holding Co. (“Legacy Core”) from April 2019 until Legacy Core’s merger with Power & Digital Infrastructure Acquisition Corp. Prior to joining Legacy Core, Mr. DuChene served as Senior Vice President, General Counsel and Secretary and Chief Compliance Officer for FLIR Systems, Inc., an industrial and military technology company, from September 2014 to April 2019.

Mr. DuChene has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. DuChene and any other persons pursuant to which he was selected as President or Chief Legal Officer. There are no related party transactions between Mr. DuChene and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

 

Item 9.01

Financial Statement and Exhibits

(d) Exhibits

 

Exhibit
No.

  

Description

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: November 15, 2022    
    By:  

/s/ Denise Sterling

    Name:   Denise Sterling
    Title:   Chief Financial Officer