Maximum shares issuable under Committed Equity Financing
Company: Core Scientific
The claim, verbatim
Under Nasdaq rules, no more than 70,289,880 shares can be issued to B. Riley Principal Capital II, representing approximately 19.99% of outstanding shares
Source (primary)
Core Scientific 424B3 filed 2022-10-31 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “in no event may we issue to B. Riley Principal Capital II under the Purchase Agreement more than 70,289,880 shares of Common Stock, which number of shares is equal to approximately 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement”
How we checked this
Checked on September 22, 2026. The cited source supports every part of this claim.
The document states the 70,289,880-share Exchange Cap equal to approximately 19.99% of outstanding shares.
Confirmed in the source:
- No more than 70,289,880 shares may be issued to B. Riley Principal Capital II under Nasdaq rules
- That number equals approximately 19.99% of shares outstanding prior to the agreement
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1839341/000119312522274014/d416148d424b3.htm) in full (11,077 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Core Scientific 424B3 filed 2022-10-31
Quote: “in no event may we issue to B. Riley Principal Capital II under the Purchase Agreement more than 70,289,880 shares of Common Stock, which number of shares is equal to approximately 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement”