Core Scientific Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number001-40046 Core Scientific, Inc. (Exact name of registrant as specified in its charter) Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Emerging growth companyNon-accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding,other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock onJune 28, 2024 of $9.30, as reported on the Nasdaq Global Select Market, was approximately $1.75billion. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒No☐ As of February20, 2025,294,122,589shares of Common Stock, par value $0.00001, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement related to its 2025 Annual Stockholders' Meeting to be filed subsequently are incorporated by reference intoPart III of this Form 10-K. TABLE OF CONTENTS Part I4Cautionary Note Regarding Forward-Looking Statements4Item 1.Business4Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity41Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42Part II43Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43Item 6.[Reserved]44Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations44Item 7A.Quantitative and Qualitative Disclosures About Market Risk71Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures138Item 9A.Controls and Procedures138Item 9B.Other Information141Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections141Part III142Item 10.Directors, Executive Officers and Corporate Governance142Item 11.Executive Compensatio