Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262596
PROSPECTUS SUPPLEMENT NO. 2
(To the Prospectus dated
May 13, 2022)
Up to 230,923,357 Shares of Common Stock
Up to 14,891,667 Shares of Common Stock Issuable Upon Exercise of Warrants
Up to 9,466,973 Warrants to Purchase Common Stock
This prospectus supplement
supplements the prospectus, dated May 13, 2022 (the Prospectus), which forms a part of our registration statement on Form S-1 (No. 333-262596). This
prospectus supplement is being filed to update and supplement the information in the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 14, 2022 (the Current
Report). Accordingly, we have attached the Current Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the issuance by us of an aggregate of up to 14,891,667 shares of our common stock, par value
$0.0001 per share (the common stock), which consists of (i) up to 6,266,667 shares of common stock issuable upon the exercise of warrants (the Private Placement Warrants) originally issued in a private placement to XPDI
Sponsor LLC, a Delaware limited liability company (the Sponsor), and certain funds and accounts managed by subsidiaries of BlackRock, Inc. in connection with the initial public offering of Power & Digital Infrastructure
Acquisition Corp. (XPDI) and (ii) up to 8,625,000 shares of common stock issuable upon the exercise of warrants (the Public Warrants and, together with the Private Placement Warrants, the Warrants) originally
issued in the initial public offering of XPDI.
The Prospectus and this prospectus supplement also relate to the offer and sale from time to time by the
selling securityholders named in this prospectus or their permitted transferees (the selling securityholders) of (i) up to 230,923,357 shares of common stock consisting of (a) up to 8,625,000 Founder Shares issued at
approximately $0.003 per share in a private placement in connection with the initial public offering of XPDI, (b) up to 6,266,667 shares of common stock issuable upon exercise of the Private Placement Warrants, which Private Placement Warrants
were originally purchased at a price of $1.50 per Private Placement Warrant, (c) up to 135,138,675 shares of common stock (including shares issuable upon the exercise of convertible securities) held by certain affiliates of our company
(including (1) 87,344,633 shares of common stock issued pursuant to the merger agreement (as defined below) in connection with the Business Combination (as defined below) as merger consideration at an acquiror share value of $10.00 per share, (2)
3,200,306 shares of common stock issuable upon the exercise of Core assumed warrants, which Core assumed warrants have an exercise price of $0.84 per share after giving effect to the Business Combination, (3) 24,962,264 shares of common stock
issuable upon the settlement of restricted stock units, which were assumed by Core and converted into restricted stock units for Core common stock in connection with the Business Combination based on an acquiror share value of $10.00 per share, (4)
811,917 shares of common stock underlying restricted stock awards, which were assumed by Core and converted into restricted stock awards for Core common stock in connection with the Business Combination based on an acquiror share value of $10.00 per
share, and (5) 18,819,555 shares of common stock issuable upon the exercise of stock options, which have a weighted average exercise price of $9.41 per share), (d) up to 80,893,015 shares of common stock issuable upon conversion of certain
Convertible Notes, which were initially issued by Legacy Core (as defined below) in an aggregate principal amount of $514.8 million and are convertible into Core common stock at $8.00 per share, and (ii) up to 9,466,973 warrants to
purchase common stock consisting of (a) up to 6,266,667 Private Placement Warrants, which were originally issued at a price of $1.50 per Private Placement Warrant, and (b) up to 3,200,306 warrants initially issued by Legacy Core held by
certain affiliates of our company, which Core assumed warrants have an exercise price of $0.84 per share after giving effect to the Business Combination.
Our common stock and Public Warrants are listed on the Nasdaq Global Select Market under the symbols CORZ and CORZW, respectively. On
July 20, 2022, the last reported sales price of our common stock was $2.02 per share and the last reported sales price of our Public Warrants was $0.42 per warrant.
This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements thereto, which is to be delivered with
this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the
information contained therein.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the
Prospectus, including any amendments or supplements thereto.
We are an emerging growth company as defined under U.S. federal securities laws
and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled
Risk Factors beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the
Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated July 21, 2022