EXPLANATORY NOTE
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission on November 27, 2023 (as so amended, the Schedule 13D), by BlackRock relating to the Common Stock of Core Scientific, Inc., a Delaware corporation (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.
On December 21, 2022, the Issuer and certain of its affiliates (collectively, the Debtors) filed voluntary petitions (the
Chapter 11 Cases) in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court) seeking relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). On
January 15, 2024, the Debtors filed with the Bankruptcy Court an amended joint reorganization plan under the Bankruptcy Code related to the Chapter 11 Cases (the Plan), and on January 16, 2024, the Bankruptcy Court entered an
order confirming the Plan (the Confirmation Order). On January 23, 2024, (the Effective Date), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. On the Effective
Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, the Issuers common stock outstanding immediately before the Effective Date was canceled and is of no further force or effect, and
the new organizational documents of the Company became effective, authorizing the issuance of new shares of common stock, par value $0.00001 per share.
Item 3. Source and Amount of Funds or Other Consideration.
The information in Item 3 is hereby amended by adding the following immediately before the last paragraph thereof:
On January 23, 2024, BlackRock, in its role as the parent of the Advisory Subsidiaries in the capacity as investment advisers to certain
client accounts, acquired beneficial ownership of 2,239,620 shares of the Issuers Common Stock. BlackRock also acquired approximately $19.5 million in aggregate principal amount of secured convertible notes that may be convertible into up
to 3,346,958 shares of Common Stock in accordance with the terms of the indenture governing the convertible notes. Such securities were acquired on the Effective Date as part of the Plan in exchange for securities of the Issuer held by the Advisory
Subsidiaries prior to the Effective Date that were canceled as part of the Plan and were made for investment purposes in the ordinary course of business of the Advisory Subsidiaries. In addition, on the Effective Date as part of the Plan, BlackRock,
in its role as the parent of the Advisory Subsidiaries in the capacity as investment advisers to certain client accounts, acquired 2,192,027 contingent value rights that entitle the holders thereof to certain cash payments upon the occurrence of
certain events as described in the Issuers Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 23, 2024 (the January 23, 2024 8-K). Certain of such client accounts are also serving as lenders under the Issuers credit and guaranty agreement, dated as of January 23, 2024, by and among the Company, as borrower, the guarantors
named therein, the lenders party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent, consisting of an $80 million first-lien credit facility as further described in the Issuers
January 23, 2024 8-K.