Core Scientific, Inc./tx

Current report

Risks Related to Our Proposed Merger with CoreWeave

Current report

The consummation of the Merger is contingent upon the satisfaction of a number of conditions that may be outside of our or CoreWeave’s control and that we and CoreWeave may be unable to satisfy or obtain, or which may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger.

Current report

Consummation of the Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond our and CoreWeave’s control, including, among others:

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•the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of Company common stock entitled to vote (the “Company Stockholder Approval”);

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•the expiration or termination of the waiting period (and any extension thereof, including any commitment to, or agreement with, any governmental body to delay the consummation of, or not to consummate before a certain date, the Merger) applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”);

Current report

•the effectiveness of the registration statement on Form S-4 to be filed by CoreWeave pursuant to which the shares of CoreWeave Class A common stock to be issued in connection with the Merger will be registered with the SEC, and the absence of any stop order suspending such effectiveness or proceeding for the purpose of suspending such effectiveness being pending before the SEC;

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•the absence of any injunction or other order issued by a governmental body or applicable law enjoining, restraining, preventing or prohibiting or making illegal the consummation of the Merger; and

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•the approval for listing on Nasdaq of the shares of CoreWeave Class A common stock to be issued in connection with the Merger.

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Each party’s obligation to complete the Merger is also subject to certain additional conditions, including:

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•the other party having complied in all material respects with its pre-closing obligations and covenants under the Merger Agreement;

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•the accuracy of the representations and warranties of the other party in the Merger Agreement (subject to certain materiality qualifiers); and

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•the absence of a material adverse effect with respect to the other party.

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These conditions to the closing of the Merger may not be fulfilled in a timely manner or at all, and, accordingly, the Merger may not be completed. In addition, each of CoreWeave and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, if (1) if any order has become final and non-appealable or there is a law, in each case having the effect of permanently enjoining the consummation of the Merger or making the Merger illegal or otherwise prohibited; (2) if the consummation of the Merger does not occur on or before April 7, 2026; (3) if the Company Stockholder Approval is not obtained at the meeting of the Company’s stockholders convened to obtain the Company Stockholder Approval; or (4) if the other party breaches its representations, warranties or covenants in the Merger Agreement in a way that would entitle the party seeking to terminate the Merger Agreement not to consummate the Merger, subject to the right of the breaching party to cure the breach. In addition, prior to receiving approval of the Merger Agreement by the Company’s stockholders, (i) CoreWeave may terminate the Merger Agreement if our Board of Directors has changed its recommendation in favor of the Merger and (ii) the Company may terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement). Upon the termination of the Merger Agreement under specified circumstances, including, among others, the termination by CoreWeave in the event of a Change of Recommendation (as defined in the Merger Agreement) by our Board of Directors, the Company would be required to pay CoreWeave a termination fee of $270 million.

Current report

As a condition to granting the required clearance under the HSR Act, the Federal Trade Commission may impose limitations or costs, require divestitures or place restrictions on the conduct of the combined company after the closing of the Merger; provided, however, that CoreWeave and its subsidiaries will not be required to take or agree to take (and neither the Company nor any of its subsidiaries will take, offer to take, or otherwise agree to without CoreWeave’s prior written consent) any such action that would

Current report

reasonably be expected to, either individually or in the aggregate, be material to the business, financial condition or results of operations of CoreWeave, the Company and their respective subsidiaries, taken as a whole; provided, however, that for this purpose, CoreWeave, the Company and their respective subsidiaries, taken as a whole, will be deemed a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of the Company and its subsidiaries, taken as a whole, as of the date of the Merger Agreement. Such conditions or changes and the process of obtaining the required clearance under the HSR Act could, among other things, have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger, any of which may have an adverse effect on the combined company following the Merger.

Current report

We and CoreWeave may also be subject to lawsuits challenging the Merger, and adverse rulings in these lawsuits may delay or prevent the Merger from being completed or require us or CoreWeave to incur significant costs to defend or settle these lawsuits. Any delay in completing the Merger could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected time frame.

Current report

If the Merger is not completed, or if there are significant delays in completing the Merger, the trading prices of our common stockand our future business and financial results could be negatively affected, and we may be subject to several risks, including the following:

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•negative reactions from the financial markets, including declines in the prices of our common stock due to the fact that current prices may reflect a market assumption that the Merger will be completed;

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•having to pay certain significant costs relating to the Merger; and

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•the attention of our management will have been diverted to the Merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us.

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Failure to realize the anticipated benefits of the Merger, delay in realizing those benefits, or significant challenges in integrating the Company with CoreWeave could have an adverse effect on the price of CoreWeave Class A common stock that Company stockholders will own following the completion of the Merger.

Current report

We and CoreWeave have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on our and CoreWeave’s ability to successfully integrate our respective operations in a manner that results in various benefits and that does not materially disrupt existing business and strategic relationships or result in a loss of customers. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the combined company’s businesses. Inconsistencies in standards, controls, procedures and policies could adversely affect the combined company. The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the integration of the Company and CoreWeave’s operations could have an adverse effect on the business, financial condition, operating results and prospects of the combined company. If the Company and CoreWeave experience difficulties in the integration process, including those listed above, we may not fully realize the anticipated benefits of the Merger in a timely manner or at all, and the price of CoreWeave Class A common stock to be issued to Company stockholders in the Merger could be adversely affected.

Current report

Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, service providers, partners, consultants, and other business counterparties, whether or not the Merger is completed.

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In response to the announcement of the Merger, our existing or prospective customers, suppliers, service providers, partners, consultants, and other business counterparties may:

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•delay, defer, or cease entering into a business relationship with us or the combined company;

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•terminate their relationships with us or the combined company;

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•delay or defer other decisions concerning us or the combined company; or

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•seek to change the terms on which they do business with us or the combined company.

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Any such delays or changes to terms could materially harm our business or, if the Merger is completed, the business of the combined company.

Current report

Losses of customers, suppliers, service providers, consultants or other important strategic relationships could have a material adverse effect on our business, financial condition and results of operations. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining the requisite regulatory approval under the HSR Act or the approval of our stockholders.

Current report

As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with CoreWeave following the completion of the Merger.

Current report

As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company, or decide that they do not want to continue their employment with the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with CoreWeave following the completion of the Merger. Losses of officers, key employees or other employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining requisite regulatory approvals or the approval of our stockholders. We may also experience challenges in hiring new employees during the pendency of the Merger, or if the Merger Agreement is terminated, which could harm our ability to grow our business, execute on our business plans or enhance our operations. If the Merger is consummated, the combined company may be less attractive to current and prospective employees, which could harm the business and prospects of the combined company.

Current report

Restrictions under the Merger Agreement may adversely affect our business and operations.

Current report

Under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger which may adversely affect our ability to execute certain of our business strategies, including, but not limited to, making material acquisitions, disposing of material assets, entering into material agreements, making capital expenditures in excess of specified amounts, issuing additional capital stock or other equity securities, or incurring additional indebtedness (in each case, subject to certain exceptions). These limitations may have adverse effects on our existing or planned relationships with our existing or prospective customers, suppliers, service providers, consultants and employees, which could adversely affect our business and operations prior to the completion of the Merger.

Current report

Because the consideration to be received by our stockholders in connection with the Merger will include a fixed number of shares of Class A common stock of CoreWeave, and the market price of such shares has fluctuated and will continue to fluctuate, our stockholders cannot be sure of the value of the consideration they will receive in the Merger. Furthermore, with respect to the fairness of such consideration from a financial point of view, (i) the separate fairness opinions received by the Company’s board of directors from each of our financial advisors in connection with the signing of the Merger Agreement only speak as of the date of the Merger Agreement and not as of any other date and (ii) under Delaware law, the Company’s stockholders are not entitled to an appraisal of the fair value of their shares in connection with the Merger.

Current report

Under the Merger Agreement, at the effective time of the Merger, each share of Company common stock(other than each share of Company common stock held in treasury or held or owned by the Company, CoreWeave or Miami Merger Sub I, Inc. immediately prior to the effective time of the Merger)issued and outstanding immediately prior to the effective time of the Merger will be cancelled and converted into the right to receive 0.1235 fully paid and non-assessable shares of CoreWeave Class A common stock. The market value of the consideration our stockholders will receive in the Merger will therefore fluctuate with the market price of CoreWeave Class A common stock. The implied value of the merger consideration to our stockholders has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate until the date the Merger is completed, which could occur a considerable amount of time after the date hereof.

Current report

CoreWeave’s share price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in CoreWeave’s and our respective businesses, operations and prospects, risks inherent in the respective businesses, changes in market assessments of the likelihood that the Merger will be completed and/or the value that may be generated by the Merger and changes with respect to expectations regarding the timing of the Merger and regulatory considerations. Many of these factors are beyond both our and CoreWeave’s control. You are urged to obtain current market quotations for both the Company and CoreWeave common stock traded on the Nasdaq (trading symbols “CORZ” and “CRWV”, respectively).

Current report

Furthermore, the Company’s board of directors has received the separate opinions from each of our financial advisors in connection with the signing of the Merger Agreement, each to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the exchange ratio in the Merger Agreement is fair from a financial point of view to the holders of shares of Core Scientific common stock (other than the cancelled shares). Changes in the operations and prospects of the Company or CoreWeave, general market and economic conditions and other factors that may be beyond the control of the Company or CoreWeave, and on which our financial advisors’ opinions were based, may significantly alter the value of the Company or CoreWeave or the prices of the shares of Company common stock or CoreWeave common stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of each such opinion. Because the Company does not currently anticipate asking its financial advisors to provide updated fairness opinions, the opinions will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed.

Current report

Finally, under Delaware law, the holders of Company common stock are not entitled to an appraisal of the fair value of their shares in connection with the Merger. Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under Delaware law, appraisal rights are not available for the shares of any class or series if the shares of the class or series are listed on a national securities exchange or held of record by more than 2,000 holders on the record date, unless the stockholders receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash proceeds from the sale of fractional shares or fractional depositary receipts or any combination of the foregoing. Shares of Company common stock are listed on the Nasdaq, and the Company’s stockholders will receive CoreWeave Class A common stock pursuant to the Merger Agreement and cash proceeds from the sale of fractional shares. Approval for the listing of the shares of CoreWeave common stock on the Nasdaq is a condition to completion of the Merger.

Current report

The Merger Agreement contains provisions that could discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to the Company and, in specified circumstances, could require us to pay substantial termination fees to CoreWeave.