Core Scientific: From Bitcoin Bankruptcy to the $9 Billion Deal Shareholders Rejected

1. Nasdaq Debut at Bitcoin's Peak — and the 11-Month Fall

On January 20, 2022, Core Scientific, one of North America's largest bitcoin miners, began trading on Nasdaq as CORZ after completing a SPAC merger with Power & Digital Infrastructure Acquisition Corp. The deal delivered roughly $190 million in net cash proceeds from approximately $222 million in gross trust assets. Core Scientific went public at the cycle's peak: at year-end 2021, it ran about 67,000 self-mining ASICs, hosted over 80,000 client rigs, and held nearly 5,300 bitcoins on its balance sheet.^[1]

The macro tide turned swiftly. Bitcoin peaked at $68,789 in November 2021 before entering a prolonged decline. In May 2022, the Terra stablecoin collapse opened a brutal crypto winter; when the Federal Reserve raised interest rates by 0.5% on May 5, 2022, bitcoin plunged 27% in eight days. Surging fossil fuel and natural gas prices pushed Core Scientific's power costs for the first half of 2022 to approximately $106 million — roughly 40% of its annual revenue, according to the debtors' disclosure statement.^[3]

On December 21, 2022, Core Scientific filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas. The company attributed the filing to three compounding pressures: bitcoin's prolonged price decline, rising electricity costs, and hosting customers failing to pay. Noteholders provided up to $56 million in debtor-in-possession financing, and mining operations continued throughout the bankruptcy.^[2][3]

"Entering the public markets represents a significant milestone in Core Scientific's evolution, yet we are even more excited about the future opportunities for value creation."^[1]

— Mike Levitt, Core Scientific Co-Chairman and CEO, on the January 20, 2022 Nasdaq listing

2. The Celsius Hole: When One of Your Largest Clients Stops Paying

Celsius Network was one of Core Scientific's largest hosting customers and became a material nonpayment dispute during the broader crisis. Celsius entered Chapter 11 on July 13, 2022 in New York. Under master services agreements dated December 18, 2020 and December 3, 2021, it had approximately 37,536 mining rigs hosted at Core Scientific facilities.^[3]

According to the debtors' disclosure statement, Celsius asserted after filing that it was no longer responsible for power cost increases and refused to pay pass-through electricity charges. Unpaid power charges stood at roughly $1.3 million at Celsius's petition date; by the time the court approved contract rejection, unpaid charges and late fees reached approximately $7.7 million, foisting millions in energy costs onto Core Scientific's balance sheet.^[3]

The dispute escalated across both bankruptcies. On September 28, 2022, Celsius moved to hold Core Scientific in contempt for alleged automatic-stay violations — allegations Core Scientific disputed. Celsius Mining LLC then filed a $312.3 million claim in Core Scientific's case; that filed claim was not an adjudicated award. In September 2023, the parties announced a proposed court-approval-dependent transaction intended to settle the litigation.^[3][4]

On September 15, 2023, Core Scientific and Celsius announced a purchase agreement under which Core Scientific would sell its partially developed 215-megawatt Cedarvale site in Ward County, Texas, for $14 million in cash. The proposed transaction was subject to approval in both bankruptcy courts; if approved, it would settle the parties' existing litigation.^[4]

3. Rebirth: From Bankrupt Miner to AI Data-Center Landlord

Core Scientific emerged from Chapter 11 on January 23, 2024 and said it expected Nasdaq listing under CORZ to commence the next day. Reorganization reduced debt by $400 million through conversion of equipment-lender and convertible-noteholder debt into equity. The company emerged operating 724 megawatts across five states and 23.2 exahashes of total hash rate, remaining one of North America's largest bitcoin miners.^[5]

On June 3, 2024, Core Scientific signed 12-year contracts with AI hyperscaler CoreWeave to deliver approximately 200 megawatts of infrastructure hosting NVIDIA GPU clusters. CoreWeave agreed to fund all capital investments required to retrofit the data centers, and Core Scientific projected over $3.5 billion in cumulative revenue over the initial 12-year terms.^[6]

"Our new contracts with CoreWeave position us to transform our hosting business and our earnings power by capturing exciting growth opportunities in AI compute, one of today's most dynamic technology segments, while also maintaining our strong bitcoin mining franchise."^[6]

— Adam Sullivan, Core Scientific Chief Executive Officer, June 3, 2024 press release

Successive option exercises expanded the footprint: on October 22, 2024, CoreWeave exercised its final contract option for 120 megawatts, expanding total contracted infrastructure to roughly 500 megawatts across six sites and $8.7 billion in projected revenue. On February 26, 2025, a $1.2 billion expansion in Denton, Texas added 70 megawatts, lifting CoreWeave's contracted total to approximately 590 megawatts and projected revenue to $10.2 billion over the 12-year terms — company projections, not cash in hand. Of its 1.3 gigawatts of contracted power, Core Scientific planned roughly 900 megawatts for AI hosting while retaining 400 megawatts for bitcoin mining.^[8][9]

"By expanding our capacity in Denton, we're building one of the largest GPU supercomputers in North America — reinforcing Core Scientific's leadership in delivering high-density, high-performance digital infrastructure."^[9]

— Adam Sullivan, Core Scientific Chief Executive Officer, February 26, 2025 press release

4. The $9 Billion Deal the Owners Refused

On July 7, 2025, CoreWeave and Core Scientific signed an all-stock merger agreement at an exchange ratio of 0.1235 CoreWeave Class A shares per CORZ share. Based on CoreWeave's 5-day volume-weighted average price as of July 3, 2025, the ratio implied an equity value of approximately $9.0 billion, or $20.40 per share — a 66% premium over Core Scientific's unaffected $12.30 close on June 25, 2025. Both boards approved, but closing required approval from Core Scientific stockholders.^[10]

"This acquisition accelerates our strategy to deploy AI and HPC workloads at scale. Verticalizing the ownership of Core Scientific's high-performance data center infrastructure enables CoreWeave to significantly enhance operating efficiency and de-risk our future expansion, solidifying our growth trajectory."^[10]

— Michael Intrator, CoreWeave Chief Executive Officer, Chairman and co-founder, July 7, 2025 joint announcement

At the October 30, 2025 special meeting, holders of 245,792,464 shares (~79.97% of voting power) voted: 20,752,327 for, 203,451,498 against, and 21,588,639 abstaining. Only about 8.4% of voted shares supported the merger, per derived calculations from Form 8-K. Core Scientific terminated the merger the same day and remained public on Nasdaq as CORZ. The rejection belonged to shareholders — unlike June 2024, when the board alone rejected CoreWeave's unsolicited $5.75-per-share cash bid as undervaluing the company.^[11][12][7]

Core Scientific said in October 2025 that it was in the process of converting most existing facilities for AI-related workloads and next-generation colocation, while it currently intended to repurpose the remaining facilities used for digital-asset mining. The shareholder vote established no common motive: it established only that the merger lacked approval. The company therefore remained Nasdaq-listed as CORZ with a real but unfinished shift from bitcoin mining toward high-density computing.^[12]