Item 1.01. Entry into a Material Definitive Agreement.
On
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit 2.1 and is incorporated herein by reference.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are inherently subject to risks, uncertainties and assumptions. Such forward-looking statements include, but are not limited to, statements regarding possible or assumed future actions, business strategies, events or results of operations; projections, estimates and forecasts of revenue and other financial and performance metrics; projections of market opportunity and expectations; the estimated implied enterprise value of the combined company following the proposed merger between XPDI and Core Scientific (the "Transaction"); the combined company's ability to scale and grow its business and source clean and renewable energy; the advantages and expected growth of the combined company; the combined company's ability to source and retain talent; the cash position of the combined company following closing of the Transaction; XPDI's and Core Scientific's ability to consummate the Transaction; expectations related to the terms, timing and benefits of the Transaction; risks related to the novel coronavirus ("COVID-19") pandemic or the emergence of variant strains of COVID-19; the maintenance of key strategic relationships with partners and distributors; and changes in laws and regulations, including tax laws and laws relating to protection of the environment. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of XPDI's and Core Scientific's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, an
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assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of
XPDI and Core Scientific. These forward-looking statements are subject to a
number of risks and uncertainties, including the ability of XPDI and Core
Scientific to successfully or timely consummate the proposed Transaction,
including the risk that necessary regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed Transaction or
approval of the stockholders of XPDI; failure to realize the anticipated
benefits of the proposed Transaction; the combined company's ability to execute
on its business model, potential business expansion opportunities and growth
strategies, retain and expand customers' use of its services and attract new
customers and source and maintain talent; risks relating to the combined
company's sources of cash and cash resources; risks relating to the blockchain
and frontier technology infrastructure sectors, including the unregulated nature
of the digital asset space and potential future regulations, volatility of the
price of digital assets, changes in the award structure for solving digital
assets and limited availability of electric power resources; risks relating to
Core Scientific's and the combined company's vulnerability to security breaches;
risks relating to the uncertainty of the projected financial information with
respect to the combined company; the combined company's ability to manage future
growth; the effects of competition on the combined company's future business;
the amount of redemption requests made by XPDI's public stockholders; the
ability of XPDI or the combined company to issue equity or equity-linked
securities in connection with the proposed Transaction or in the future; the
outcome of any potential litigation, government and regulatory proceedings,
investigations and inquiries; the impact of the COVID-19 pandemic on Core
Scientific's or the combined company's business and the global economy; and
those factors discussed in XPDI's final prospectus related to its initial public
offering dated
Additional Information
The proposed Transaction will be submitted to stockholders of XPDI for their
approval. The Registration Statement on Form S-4 that XPDI has filed with the
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Participants in the Solicitation
XPDI, Core Scientific and certain of their respective directors, executive
officers and other members of management and employees may, under
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of XPDI or Core Scientific, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number 2.1 Amendment No. 2 to Agreement and Plan of Merger and Reorganization, dated as ofDecember 29, 2021 , by and amongPower & Digital Infrastructure Acquisition Corp. ,XPDI Merger Sub Inc. , XPDI Merger Sub 2, LLC andCore Scientific Holding Co. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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