XPDI to acquire Core Scientific
Company: Core Scientific
The claim, verbatim
Power & Digital Infrastructure Acquisition Corp. (XPDI) will acquire Core Scientific Holding Co. for $4.0 billion in an all-stock merger, with each share of Core Scientific common stock converted into Class A Common Stock.
Source (primary)
Core Scientific DEFM14A filed 2022-01-03 (SEC EDGAR, sec_filing)
View cached copy (2026-09-27)Live source ↗
Quote: “each share of Core Scientific common stock, $0.00001 per share ("Core Scientific common stock"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time") will be cancelled in exchange for the right to receive a number of shares of Class A common stock, par value $0.0001 per share, of XPDI (the "Class A Common Stock") that is equal to the quotient obtained by dividing (a) an amount equal to (x) $4.0 billion, divided by (y) the number of shares of Core Scientific common stock outstanding immediately prior to the Effective Time on a fully-diluted basis, by (b) $10.00.”
How we checked this
Checked on September 29, 2026. The cited source supports every part of this claim.
The proxy statement says XPDI will acquire Core Scientific and that each Core Scientific common share converts into XPDI Class A shares worth $4.0 billion in total at $10.00 per share, with no cash for those shares. One narrow exception: certain vested options held by specified optionholders are settled in cash, but that does not affect how common shares are treated.
Confirmed in the source:
- Power & Digital Infrastructure Acquisition Corp. (XPDI) will acquire Core Scientific Holding Co. through a merger
- The merger consideration for Core Scientific common stock is valued at $4.0 billion, paid as shares of XPDI Class A Common Stock at $10.00 per share
- The consideration for Core Scientific common stock is paid entirely in XPDI stock
- Each share of Core Scientific common stock outstanding before the merger's effective time will be cancelled in exchange for shares of XPDI Class A Common Stock
What we did: Read our cached copy of SEC EDGAR (https://www.sec.gov/Archives/edgar/data/1839341/000119312522000232/d172159ddefm14a.htm) in full (2,593,999 characters, retrieved September 27, 2026) and checked each assertion in the claim against it.
Additional evidence
confirms Core Scientific DEFM14A filed 2022-01-03
Quote: “each share of Core Scientific common stock, $0.00001 per share ("Core Scientific common stock"), issued and outstanding immediately prior to the effective time of the merger (the "Effective Time") will be cancelled in exchange for the right to receive a number of shares of Class A common stock, par value $0.0001 per share, of XPDI (the "Class A Common Stock") that is equal to the quotient obtained by dividing (a) an amount equal to (x) $4.0 billion, divided by (y) the number of shares of Core Scientific common stock outstanding immediately prior to the Effective Time on a fully-diluted basis, by (b) $10.00.”