| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Core Scientific, Inc. (Name of Issuer) |
Common Stock, par value of $0.00001 per share (Title of Class of Securities) |
21874A106 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 21874A106 |
| 1 | Names of Reporting Persons Tospring Technology Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SEYCHELLES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,367,572.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(1) Item 9: Represents 5,367,572 shares of common stock held by Tospring Technology Limited, a company incorporated in Seychelles. Tospring Technology Limited is a wholly owned subsidiary of Bitmain Technologies Holding Limited, a company incorporated in the Cayman Islands. Bitmain Technologies Holding Limited is ultimately controlled by Mr. Ketuan Zhan.
(2) Item 11: The percentage is calculated based on 279,253,024 shares of common stocks outstanding as of October 31, 2024, as reported in the Form 10-Q filed by Core Scientific, Inc. (the "Issuer") on November 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 21874A106 |
| 1 | Names of Reporting Persons Bitmain Technologies Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,367,572.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
(3) Item 11: The percentage is calculated based on 279,253,024 shares of common stocks outstanding as of October 31, 2024, as reported in the Form 10-Q filed by the Issuer on November 6, 2024.
SCHEDULE 13G |
| CUSIP No. | 21874A106 |
| 1 | Names of Reporting Persons Ketuan Zhan | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,367,572.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
(4) Item 11: The percentage is calculated based on 279,253,024 shares of common stocks outstanding as of October 31, 2024, as reported in the Form 10-Q filed by the Issuer on November 6, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Core Scientific, Inc. | |
| (b) | Address of issuer's principal executive
offices: 838 Walker Road, Suite 21-2105, Dover, DE, 19904 | |
| Item 2. | ||
| (a) | Name of person filing: Tospring Technology Limited
Bitmain Technologies Holding Limited
Ketuan Zhan | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of Tospring Technology Limited is Vistra Corporate Services Center, Suite 23, 1st Floor, Eden Plaza, Mahe, Seychelles.
The address of the principal business office of Bitmain Technologies Holding Limited is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104.
The address of the principal business office of Ketuan Zhan is Building 1, Courtyard 9, Fenghao East Road, Haidian District, China. | |
| (c) | Citizenship: Tospring Technology Limited - Seychelles
Bitmain Technologies Holding Limited - Cayman Islands
Ketuan Zhan - Chinese | |
| (d) | Title of class of securities: Common Stock, par value of $0.00001 per share | |
| (e) | CUSIP No.: 21874A106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Tospring Technology Limited: 5,367,572
Bitmain Technologies Holding Limited: 5,367,572
Ketuan Zhan: 5,367,572 | |
| (b) | Percent of class: Tospring Technology Limited: 1.9%
Bitmain Technologies Holding Limited: 1.9%
Ketuan Zhan: 1.9%
The percentages above are calculated based on 279,253,024 shares of common stocks outstanding as of October 31, 2024, as reported in the Form 10-Q filed by the Issuer on November 6, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Tospring Technology Limited: 5,367,572
Bitmain Technologies Holding Limited: 5,367,572
Ketuan Zhan: 5,367,572 | ||
| (ii) Shared power to vote or to direct the
vote: Tospring Technology Limited: 0
Bitmain Technologies Holding Limited: 0
Ketuan Zhan: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Tospring Technology Limited: 5,367,572
Bitmain Technologies Holding Limited: 5,367,572
Ketuan Zhan: 5,367,572 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Tospring Technology Limited: 0
Bitmain Technologies Holding Limited: 0
Ketuan Zhan: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Exhibit 99.1: Joint Filing Agreement, dated February 13, 2025, by and among Tospring Technology Limited, Bitmain Technologies Holding Limited and Ketuan Zhan |