Maximum issuance cap on B. Riley shares under Nasdaq rules
Company: Core Scientific
The claim, verbatim
No more than 70,289,880 shares may be issued to B. Riley Principal Capital II, equal to approximately 19.99% of shares outstanding prior to the purchase agreement, per Nasdaq rules
Source (primary)
Core Scientific 424B3 filed 2022-10-12 (SEC EDGAR, sec_filing)
View cached copy (2026-09-13)Live source ↗
Quote: “Under the applicable Nasdaq rules, 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 establishes the share cap, the 19.99% figure, and the Nasdaq-rule basis.
Confirmed in the source:
- No more than 70,289,880 shares may be issued to B. Riley Principal Capital II under the agreement
- That number equals approximately 19.99% of shares outstanding immediately before the agreement
- This cap arises under applicable Nasdaq rules
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1839341/000119312522260971/d409553d424b3.htm) in full (14,683 characters, retrieved September 13, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Core Scientific 424B3 filed 2022-10-12
Quote: “Under the applicable Nasdaq rules, 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”