Core Scientific, Inc./tx — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G 1 tm226438d13_sc13g.htm SC 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

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Under the Securities Exchange Act of 1934

(Amendment No. )*

| Core
Scientific, Inc. | |
| --- | --- |
| (formerly
known as Power & Digital Infrastructure Acquisition Corp.) | |
| (Name
of Issuer) | |
| Common
Stock, $ 0.0001 par value per share | |
| (Title
of Class of Securities) | |
| 21873J108 | |
| (CUSIP
Number) | |
| December 31,
2021 | |
| (Date
of event which requires filing of this statement) | |
| Check
the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ý | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1
of 8 Pages) | |

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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CUSIP No. 21873J108 13G Page 2 of 8 Pages

| 1 | NAMES OF REPORTING PERSONS Rubric Capital Management
LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| | 6 | SHARED VOTING POWER 0 |
| | 7 | SOLE DISPOSITIVE POWER 0 |
| | 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 0 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 0% | |
| 12 | TYPE OF REPORTING PERSON PN, IA | |

*The information set forth on this cover page reflects information as of the date hereof. As of December 31, 2021, the Reporting Person may have been deemed to beneficially own 2,207,520 shares of Class A Common Stock, $0.0001 par value per share (" Class A Common Stock "), of Power & Digital Infrastructure Acquisition Corp., representing 6.40% of the outstanding shares of Class A Common Stock as of such time.

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CUSIP No. 21873J108 13G Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 0*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 0*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 0*
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 0 %*
12	TYPE OF REPORTING PERSON IN

*The information set forth on this cover page reflects information as of the date hereof. As of December 31, 2021, the Reporting Person may have been deemed to beneficially own 2,207,520 shares of Class A Common Stock of Power & Digital Infrastructure Acquisition Corp., representing 6.40% of the outstanding shares of Class A Common Stock as of such time.

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CUSIP No. 21873J108 13G Page 4 of 8 Pages

Item 1(a).
The name of the issuer is Core Scientific, Inc. (formerly known as Power & Digital Infrastructure Acquisition Corp.) (the " Issuer ").

| Item
1(b). |
| --- |
| The
Issuer's principal executive offices are located at 106 East 6th Street, Suite 900-145,Austin,
Texas 78701. |

| Item
2(a). | |
| --- | --- |
| This
statement is filed by: | |
| (i) | Rubric
Capital Management LP (" Rubric Capital "), the investment adviser to certain
investment funds and/or accounts (collectively, the " Rubric Funds ") that held the shares of Class A Common
Stock reported herein; and |
| (ii) | David
Rosen (" Mr. Rosen "), Managing Member of Rubric Capital Management GP LLC,
the general partner of Rubric Capital. |
| The
foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." | |
| The
filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for
the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. | |

| Item
2(b). |
| --- |
| The
address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017. |

| Item
2(c). |
| --- |
| Rubric
Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States
of America. |

| Item
2(d). |
| --- |
| Common
stock, $0.0001 par value per share (the " Common Stock "). |

| Item
2(e). |
| --- |
| 21873J108 |

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CUSIP No. 21873J108 13G Page 5 of 8 Pages

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a) ¨ Broker or dealer registered under Section 15 of the Act,

(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	x	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ________

| Item
4. |
| --- |
| The information required by Items
4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein
by reference. The
percentage as of December 31, 2021 set forth on the cover page for each of the Reporting Persons is based on the 34,500,000 shares of Class A Common Stock outstanding as of November 15, 2021, as reported in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with the Securities
and Exchange Commission on November 15, 2021. |

| Item
5. |
| --- |
| If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x |

| Item
6. |
| --- |
| See
Item 2. On December 31, 2021, Rubric Capital Master Fund LP, a Rubric Fund, had the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Class A Common Stock. |

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CUSIP No. 21873J108 13G Page 6 of 8 Pages

Item 7.
Not applicable.

| Item
8. |
| --- |
| Not
applicable. |

| Item
9. |
| --- |
| Not
applicable. |

ITEM 10. CERTIFICATION.

| Each
of the Reporting Persons hereby makes the following certification: |
| --- |
| By
signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect. |

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CUSIP No. 21873J108 13G Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2022
RUBRIC CAPITAL MANAGEMENT LP
By:	/s/ Michael Nachmani
Name: Michael Nachmani
Title: Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

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CUSIP No. 21873J108 13G Page 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 14, 2022
RUBRIC CAPITAL MANAGEMENT LP
By:	/s/ Michael Nachmani
Name: Michael Nachmani
Title: Chief Operating Officer
/s/ David Rosen
DAVID ROSEN

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