POWL INFR Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On
Pursuant to the Agreement, and subject to the terms and conditions set forth
therein, XPDI will acquire Core Scientific through a series of transactions,
including (x) the merger of First Merger Sub with and into Core Scientific (the
"First Merger"), with Core Scientific surviving the First Merger as a wholly
owned subsidiary of XPDI, and (y) the merger of Core Scientific with and into
Second Merger Sub (the "Second Merger" and, together with the First Merger, the
"Mergers"), with Second Merger Sub surviving the Second Merger as a wholly owned
subsidiary of XPDI. As a result of the Mergers, among other things, each
outstanding share of common stock,
Representations and Warranties; Covenants
The Agreement contains customary representations and warranties by the XPDI Parties and Core Scientific, many of which are qualified by materiality and "Material Adverse Effect" standards. The representations and warranties of the respective parties to the Agreement will not survive the closing of the Business Combination (the "Closing").
The Agreement contains certain covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) XPDI to prepare and file a registration statement on Form S-4 (the "Registration Statement") and take certain other actions to obtain the approval of the Business Combination from the stockholders of XPDI and (iv) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.
Conditions to
The Agreement is subject to the satisfaction or waiver of certain customary closing conditions by the parties thereto, including, among others, (i) approval of the Business Combination by the stockholders of XPDI and Core Scientific, (ii) effectiveness of the Registration Statement, (iii) expiration or termination of the waiting period under antitrust laws and (iv) receipt of approval for listing on the NASDAQ of the shares of Class A Common Stock to be issued in connection with the Business Combination.
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The obligations of the XPDI Parties to consummate the Business Combination also
are conditioned upon, among other things, (i) the accuracy of the
representations and warranties of Core Scientific (subject to customary
bring-down standards), (ii) the covenants of Core Scientific having been
performed in all material respects, (iii) no Material Adverse Effect (as defined
in the Agreement) with respect to Core Scientific shall have occurred and (iv)
the closing of the merger between
The obligations of Core Scientific to consummate the Business Combination also are conditioned upon, among other things, (i) the accuracy of the representations and warranties of the XPDI Parties (subject to customary bring-down standards), (ii) the covenants of the XPDI Parties having been performed in all material respects and (iii) the covenants of the Sponsor (as defined below) required under the Sponsor Agreement (as defined below) having been performed in all material respects.
Redemption Offer
XPDI will provide the holders of shares of Class A Common Stock the right to redeem all or a portion of their shares of Class A Common Stock in connection with the Business Combination, as set forth in the governing documents of XPDI.
Termination
The Agreement may be terminated at any time prior to the Closing (i) by mutual
written consent of XPDI and Core Scientific, (ii) by either XPDI or Core
Scientific in certain other circumstances set forth in the Agreement, including
(a) if XPDI stockholder approval of the Business Combination is not obtained,
(b) if any final and nonappealable governmental order will have been issued or
otherwise entered into making consummation of the Business Combination illegal
or otherwise preventing or prohibiting consummation of the Business Combination,
(c) in the event of certain uncured breaches by the other party and (d) if the
Closing has not occurred on or before
The foregoing description of the Agreement is subject to and qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
The Agreement and the above description of the Agreement have been included in
this Current Report on Form 8-K (this "Current Report") to provide investors and
security holders with information regarding the terms of the Agreement. They are
not intended to provide any other factual information about XPDI, Core
Scientific or their respective subsidiaries or affiliates. In particular, the
assertions embodied in the representations and warranties contained in the
Agreement are qualified by matters disclosed in certain of XPDI's filings with
the
Sponsor Agreement
Simultaneous with its entry into the Agreement, XPDI also entered into a Sponsor
Agreement (the "Sponsor Agreement"), by and among XPDI,
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Additionally, pursuant to the terms of the Sponsor Agreement, 20% of the shares
of Class B Common Stock held by the Class
Item 7.01 Regulation FD Disclosure
On
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that XPDI and Core Scientific prepared for use in connection with the announcement of the Business Combination.
The foregoing (including Exhibit 99.1 and Exhibit 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Forward-Looking Statements
All statements other than statements of historical facts contained in this
Current Report are "forward-looking statements." Forward-looking statements can
generally be identified by the use of words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "project," "forecast," "predict," "potential," "seem," "seek," "future,"
"outlook," "target" and other similar expressions that predict or indicate
future events or events or trends that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other financial and performance metrics,
projections of market opportunity and market share. These statements are based
on various assumptions, whether or not identified in this Current Report, 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 as and must not be
relied on by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and may differ from assumptions, and such
differences may be material. 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 risks relating to
mining equipment supply, the sufficiency of infrastructure, including
electricity sources, the price of bitcoin, the global hash rate, the risk that
the parties may be unable to successfully or timely consummate the proposed
Business Combination, including that any 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 Business
Combination, or that the approval of the stockholders of Core Scientific or XPDI
is not obtained, failure to realize the anticipated benefits of the proposed
Business Combination and those factors discussed in XPDI's final prospectus
filed with the
Additional Information
This Current Report relates to the proposed Business Combination between XPDI
and Core Scientific. This Current Report does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. XPDI intends to file a
Registration Statement on Form S-4 with the
Investors and security holders will be able to obtain free copies of the
Registration Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the
Participants in the Solicitation
XPDI, Core Scientific and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from XPDI's
stockholders in connection with the proposed Business Combination. A list of the
names of such directors, executive officers, other members of management and
employees, and information regarding their interests in the Business
Combination, will be contained in XPDI's filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1* Agreement and Plan of Merger and Reorganization, dated as of
2021, among
10.1 Sponsor Agreement, dated as of
thereto
10.2* Form of Support Agreement 99.1 Press Release datedJuly 21, 2021 (Business Combination Announcement) 99.2 Investor Presentation * The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). XPDI agrees to furnish supplementally a copy of any omitted schedule to theSEC upon its request. 5
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