All owners of shares of XPDI common stock as of December 7, 2021
are encouraged to vote their shares FOR the transaction.
Power & Digital Infrastructure Acquisition Corp. (NASDAQ:
XPDI, XPDIU, XPDIW) (“XPDI”), a publicly traded special purpose
acquisition company, and Core Scientific Holding Co. (“Core
Scientific”), a leader in customizable infrastructure and software
solutions to large scale customers for blockchain hosting and
digital asset mining, today announced that the U.S. Securities and
Exchange Commission (the “SEC”) has declared effective XPDI’s
registration statement on Form S-4 (File No. 333-258720) relating
to the previously announced proposed business combination of XPDI
and Core Scientific (the “Business Combination”).
XPDI will mail stockholders as of December 7, 2021 (the “Record
Date”) the definitive proxy statement/prospectus relating to the
special meeting of XPDI stockholders (the “Special Meeting”), to be
held on January 19, 2022 at 9 a.m. CT. The Special Meeting will be
held virtually via live webcast at
https://www.cstproxy.com/xpdispac/2022. Stockholders are encouraged
to vote in advance of the Special Meeting and will have until
January 18, 2022 at 11:59 p.m. ET to do so. Voting in advance is
easy and can be done in one of three ways: online, via telephone or
by mail. All XPDI stockholders as of the Record Date are encouraged
to vote for the transaction.
XPDI stockholders who need assistance voting or have questions
regarding the Special Meeting may contact XPDI’s proxy solicitor,
Morrow Sodali, toll-free at (800) 662-5200 or email Morrow Sodali
at XPDI.info@investor.morrowsodali.com.
If certain of the proposals at the Special Meeting are approved,
the parties anticipate the Business Combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
Upon the closing of the Business Combination, the combined
company will be named Core Scientific, Inc. The parties expect that
the common stock and warrants of the combined company will be
listed on the Nasdaq Stock Market LLC under the ticker symbols
“CORZ” and “CORZW,” respectively.
About Core Scientific
Core Scientific is a best-in-class, large scale operator of
dedicated, purpose-built facilities for digital asset mining and a
premier provider of blockchain infrastructure, software solutions
and services. To learn more, visit www.corescientific.com.
On July 21, 2021, Core Scientific announced plans to merge with
XPDI to become a publicly traded company. Consummation of the
Business Combination is subject to customary closing conditions,
including approval by XPDI’s stockholders.
About Power & Digital Infrastructure Acquisition
Corp.
Power & Digital Infrastructure Acquisition Corp. is a blank
check company sponsored by XPDI Sponsor LLC, led by Transition
Equity Partners, LLC and XMS XPDI Sponsor Holdings LLC, an entity
owned by professionals of XMS Capital Partners, LLC, and formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities.
Forward-Looking Statements
This press release 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 matters. 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 press release, 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 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 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 Transaction or
approval of the shareholders of XPDI or Core Scientific; 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 February 9, 2021 under
the heading “Risk Factors,” in XPDI’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2021 under the heading “Risk
Factors” filed with the United States Securities and Exchange
Commission (the “SEC”) on November 15, 2021 and other documents of
XPDI filed, or to be filed, with the SEC. If any of these risks
materialize or XPDI’s or Core Scientific’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither XPDI nor Core Scientific presently
know or that XPDI and Core Scientific currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect XPDI’s and Core Scientific’s
expectations, plans or forecasts of future events and views as of
the date of this press release. XPDI and Core Scientific anticipate
that subsequent events and developments will cause XPDI’s and Core
Scientific’s assessments to change. However, while XPDI and Core
Scientific may elect to update these forward-looking statements at
some point in the future, XPDI and Core Scientific specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing XPDI’s and Core
Scientific’s assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
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 SEC includes a proxy
statement/prospectus, which will be distributed to XPDI’s
stockholders in connection with XPDI’s solicitation of proxies for
the vote on the proposed Transaction. XPDI intends to file a
definitive proxy statement/prospectus and will mail a definitive
proxy statement/prospectus and other relevant documents to its
stockholders. XPDI’s stockholders and other interested persons are
advised to read the preliminary proxy statement/prospectus and any
amendments thereto because these documents contain important
information about XPDI, Core Scientific and the proposed
Transaction. Stockholders may also obtain a copy of the proxy
statement/prospectus, as well as other documents filed with the SEC
regarding the proposed Transaction and other documents filed with
the SEC by XPDI, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to 321 North Clark Street,
Suite 2440, Chicago, IL 60654.
Participants in the Solicitation
XPDI, Core Scientific and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from XPDI’s stockholders in connection
with the proposed Transaction. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of XPDI’s stockholders in connection with the proposed
Transaction will be set forth in XPDI’s proxy statement/prospectus
that has been filed with the SEC. You can find more information
about XPDI’s directors and executive officers in XPDI’s final
prospectus related to its initial public offering dated February 9,
2021. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests is included in the proxy statement/prospectus.
Stockholders, potential investors and other interested persons
should read the proxy statement/prospectus carefully before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
No Offer or Solicitation
This press release 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211231005015/en/
Investors: Steven Gitlin ir@corescientific.com
Media: press@corescientific.com
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