Core Scientific (CORZ) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

COVER

COVER - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40046
Entity Registrant Name	Core Scientific, Inc./tx
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1243837
Entity Address, Address Line One	210 Barton Springs Road
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78704
City Area Code	512
Local Phone Number	402-5233
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		374,527,988
Entity Central Index Key	0001839341
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	CORZ
Security Exchange Name	NASDAQ
Warrants, exercisable for shares of common stock
Document Information [Line Items]
Title of 12(b) Security	Warrants, exercisable for shares of common stock
Trading Symbol	CORZW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 29,546	$ 117,871
Restricted cash	8,098	13,807
Accounts receivable, net of allowance of $5,943 and $—, respectively	2,176	1,382
Accounts receivable from related parties	895	300
Deposits for equipment	97,678	358,791
Digital assets	19,663	234,298
Prepaid expenses and other current assets	55,515	30,111
Total Current Assets	213,571	756,560
Property, plant and equipment, net	1,156,369	597,304
Goodwill	0	1,055,760
Intangible assets, net	1,400	8,195
Other noncurrent assets	32,661	21,045
Total Assets	1,404,001	2,438,864
Current Liabilities:
Accounts payable	43,613	11,617
Accrued expenses and other	102,213	67,862
Deferred revenue	80,268	63,417
Deferred revenue from related parties	6,981	72,945
Derivative warrant liabilities	5,287	0
Finance lease liabilities, current portion	73,045
Finance lease liabilities, current portion		28,452
Notes payable, current portion (includes $682,831 and $— at fair value)	977,600	75,996
Total Current Liabilities	1,289,007	320,289
Finance lease liabilities, net of current portion	0
Finance lease liabilities, net of current portion		62,145
Notes payable, net of current portion (includes $— and $557,007 at fair value)	0	652,213
Other noncurrent liabilities	41,967	18,531
Total Liabilities	1,330,974	1,053,178
Contingently redeemable convertible preferred stock; $0.0001 par value; 2,000,000 shares authorized; — and 10,826 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively; $— and $45,164 total liquidation preference at September 30, 2022 and December 31, 2021, respectively	0	44,476
Commitments and contingencies (Note 10)
Stockholders’ Equity:
Common stock; $0.0001 par value; 10,000,000 shares authorized at both September 30, 2022 and December 31, 2021; 364,710 and 271,576 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	36	27
Additional paid-in capital	1,739,282	1,379,581
Accumulated deficit	(1,738,903)	(27,432)
Accumulated other comprehensive income (loss)	72,612	(10,966)
Total Stockholders’ Equity	73,027	1,341,210
Total Liabilities, Redeemable Preferred Stock and Stockholders’ Equity	$ 1,404,001	$ 2,438,864

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 5,943	$ 0
Note payable, current portion, fair value	682,831	0
Note payable, net of current portion, fair value	$ 0	$ 557,007
Contingently redeemable preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Contingently redeemable preferred stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Contingently redeemable preferred stock, shares issued (in shares)	0	10,826,000
Contingently redeemable preferred stock, shares outstanding (in shares)	0	10,826,000
Contingently redeemable preferred stock, total liquidation preference	$ 0	$ 45,164
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000,000	10,000,000,000
Common stock, shares issued (in shares)	364,710,000	271,576,000
Common stock, shares outstanding (in shares)	364,710,000	271,576,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue:
Digital asset mining revenue	$ 80,500		$ 323,337	$ 77,511
Total revenue	162,572	$ 113,139	519,063	242,688
Cost of revenue	189,648	54,715	463,419	145,193
Gross (loss) profit	(27,076)	58,424	55,644	97,495
Loss on legal settlement	0	(2,603)	0	(2,603)
Gain from sales of digital assets	11,036	391	25,007	405
Impairment of digital assets	(7,986)	(12,552)	(212,184)	(12,552)
Impairment of goodwill and other intangibles	(268,512)	0	(1,059,265)	0
Impairment of property, plant and equipment	(59,259)	0	(59,259)	0
Losses on exchange or disposal of property, plant and equipment	0	0	(13,057)	(17)
Operating expenses:
Research and development	6,192	1,586	24,305	4,231
Sales and marketing	39	932	11,675	2,186
General and administrative	43,346	36,358	174,380	46,975
Total operating expenses	49,577	38,876	210,360	53,392
Operating (loss) income	(401,374)	4,784	(1,473,474)	29,336
Non-operating expenses, net:
Loss on debt extinguishment	0	0	0	8,016
Interest expense, net	25,942	13,569	74,734	26,550
Fair value adjustment on convertible notes	(4,123)	8,663	186,853	8,663
Fair value adjustment on derivative warrant liabilities	(521)	0	(32,985)	0
Other non-operating expenses (income), net	1,478	(4)	4,997	(2)
Total non-operating expenses, net	22,776	22,228	233,599	43,227
Loss before income taxes	(424,150)	(17,444)	(1,707,073)	(13,891)
Income tax expense (benefit)	10,642	(815)	4,398	(697)
Net loss	$ (434,792)	$ (16,629)	$ (1,711,471)	$ (13,194)
Net loss per share (Note 14):
Net loss per share – basic (in dollars per share)	$ (1.23)	$ (0.07)	$ (5.38)	$ (0.07)
Net loss per share – diluted (in dollars per share)	$ (1.23)	$ (0.07)	$ (5.38)	$ (0.07)
Weighted average shares outstanding:
Weighted average shares outstanding - basic (in shares)	354,195	236,951	318,169	184,790
Weighted average shares outstanding - diluted (in shares)	354,195	236,951	318,169	184,790
Hosting Service
Revenue:
Cost of revenue	$ 44,975	$ 19,577	$ 119,850	$ 48,956
Hosting Service, Customers
Revenue:
Revenue from customers and related parties	35,731	17,585	94,407	37,836
Hosting Service, Related Parties
Revenue:
Revenue from customers and related parties	9,185	2,903	22,659	13,906
Equipment Sales
Revenue:
Cost of revenue	27,917	24,997	63,993	82,328
Equipment Sales, Customers
Revenue:
Revenue from customers and related parties	7,468	23,879	11,391	84,378
Equipment Sales, Related Parties
Revenue:
Revenue from customers and related parties	29,693	11,654	67,269	29,057
Digital asset mining
Revenue:
Digital asset mining revenue	80,495	57,118	323,337	77,511
Cost of revenue	$ 116,756	$ 10,141	$ 279,576	$ 13,909

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (434,792)	$ (16,629)	$ (1,711,471)	$ (13,194)
Other comprehensive income (loss), net of income taxes:
Change in fair value attributable to instrument-specific credit risk of convertible notes measured at fair value under the fair value option, net of tax effect of $—, $—, $— and $—	47,832	(8,552)	83,578	(8,552)
Total other comprehensive income (loss), net of income taxes	47,832	(8,552)	83,578	(8,552)
Comprehensive loss	$ (386,960)	$ (25,181)	$ (1,627,893)	$ (21,746)

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Other Comprehensive Income [Abstract]
Change in fair value attributable to instrument-specific credit risk of convertible notes measured at fair value under the fair value option, tax effect	$ 0	$ 0	$ 0	$ 0

Consolidated Statements of Chan

Consolidated Statements of Changes in Contingently Redeemable Convertible Preferred Stock and Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Total	Previously Reported	Retroactive application of the recapitalization	Preferred stock	Preferred stock Previously Reported	Preferred stock Retroactive application of the recapitalization	Common Stock	Common Stock Previously Reported	Common Stock Retroactive application of the recapitalization	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Retroactive application of the recapitalization	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2020				10,826	6,766	4,060
Beginning balance at Dec. 31, 2020				$ 44,476	$ 44,476
Ending balances (in shares) at Sep. 30, 2021				10,826
Ending balance at Sep. 30, 2021				$ 44,476
Beginning balance (in shares) at Dec. 31, 2020							157,786	98,607	59,179
Beginning balance at Dec. 31, 2020	$ 89,224	$ 89,224	$ 0				$ 16	$ 1	$ 15	$ 163,952	$ 163,967	$ (15)	$ (74,744)	$ (74,744)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(13,194)												(13,194)
Other comprehensive income	(8,552)														$ (8,552)
Stock-based compensation (in shares)							0
Stock-based compensation	31,012									31,012
Issuances of common stock- business combination (in shares)							115,508
Issuances of common stock - business combination	1,189,907						$ 1			1,189,906
Issuances of common stock warrants and options (in shares)							40
Issuances of common stock - warrants and options	496									496
Ending balance (in shares) at Sep. 30, 2021							273,334
Ending balance at Sep. 30, 2021	$ 1,288,893						$ 17			1,385,366			(87,938)		(8,552)
Beginning balance (in shares) at Dec. 31, 2020				10,826	6,766	4,060
Beginning balance at Dec. 31, 2020				$ 44,476	$ 44,476
Ending balances (in shares) at Dec. 31, 2021	10,826			10,826
Ending balance at Dec. 31, 2021	$ 44,476			$ 44,476
Beginning balance (in shares) at Dec. 31, 2020							157,786	98,607	59,179
Beginning balance at Dec. 31, 2020	89,224	$ 89,224	$ 0				$ 16	$ 1	$ 15	163,952	$ 163,967	$ (15)	(74,744)	$ (74,744)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Costs attributable to issuance of common stock and equity instruments - Merger with XPDI	$ 16,600
Ending balance (in shares) at Dec. 31, 2021	271,576						271,576
Ending balance at Dec. 31, 2021	$ 1,341,210						$ 27			1,379,581			(27,432)		(10,966)
Beginning balance (in shares) at Jun. 30, 2021				10,826
Beginning balance at Jun. 30, 2021				$ 44,476
Ending balances (in shares) at Sep. 30, 2021				10,826
Ending balance at Sep. 30, 2021				$ 44,476
Beginning balance (in shares) at Jun. 30, 2021							157,826
Beginning balance at Jun. 30, 2021	95,879						$ 16			167,172			(71,309)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(16,629)												(16,629)
Other comprehensive income	(8,552)														(8,552)
Stock-based compensation (in shares)							(40)
Stock-based compensation	28,288									28,288
Issuances of common stock- business combination (in shares)							115,508
Issuances of common stock - business combination	1,189,907						$ 1			1,189,906
Ending balance (in shares) at Sep. 30, 2021							273,334
Ending balance at Sep. 30, 2021	$ 1,288,893						$ 17			1,385,366			(87,938)		(8,552)
Beginning balance (in shares) at Dec. 31, 2021	10,826			10,826
Beginning balance at Dec. 31, 2021	$ 44,476			$ 44,476
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of contingently redeemable preferred stock to common stock (in shares)				(10,826)
Conversion of contingently redeemable preferred stock to common stock				$ (44,476)
Ending balances (in shares) at Sep. 30, 2022	0			0
Ending balance at Sep. 30, 2022	$ 0			$ 0
Beginning balance (in shares) at Dec. 31, 2021	271,576						271,576
Beginning balance at Dec. 31, 2021	$ 1,341,210						$ 27			1,379,581			(27,432)		(10,966)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,711,471)												(1,711,471)
Other comprehensive income	83,578														83,578
Stock-based compensation	165,949									165,949
Issuance of common stock- employee stock options (in shares)							1,321
Issuance of common stock - employee stock options	3,846									3,846
Issuance of common stock - restricted stock and restricted stock units (in shares)							39,099
Issuance of common stock - restricted stock and restricted stock units, net of shares withheld for tax withholding obligations	$ (31,626)						$ 4			(31,630)
Restricted stock awards cancelled upon forfeiture (in shares)	(2,268)
Issuances of common stock - equity line of credit (in shares)							7,315
Issuances of common stock - equity line of credit	$ 13,040						$ 1			13,039
Issuances of common stock - financing transaction fees (in shares)							1,285
Issuances of common stock - financing transaction fees	2,960						$ 0			2,960
Issuance of common stock - exercise of convertible notes (in shares)							197
Issuance of common stock - exercise of convertible notes	1,574									1,574
Issuance of common stock - exercise of warrants (in shares)							3,001
Issuance of common stock - exercise of warrants	0						$ 0
Conversion of contingently redeemable preferred stock to common stock (in shares)							10,826
Conversion of contingently redeemable preferred stock to common stock	44,476						$ 1			44,475
Issuances of common stock- Merger with XPDI (in shares)							30,778
Issuances of common stock - Merger with XPDI	163,459						$ 3			163,456
Issuances of common stock- vendor settlement (in shares)							1,580
Issuances of common stock - vendor settlement	12,674									12,674
Costs attributable to issuance of common stock and equity instruments - Merger with XPDI	$ (16,642)									(16,642)
Ending balance (in shares) at Sep. 30, 2022	364,710						364,710
Ending balance at Sep. 30, 2022	$ 73,027						$ 36			1,739,282			(1,738,903)		72,612
Beginning balance (in shares) at Jun. 30, 2022				0
Beginning balance at Jun. 30, 2022				$ 0
Ending balances (in shares) at Sep. 30, 2022	0			0
Ending balance at Sep. 30, 2022	$ 0			$ 0
Beginning balance (in shares) at Jun. 30, 2022							353,481
Beginning balance at Jun. 30, 2022	416,452						$ 35			1,695,748			(1,304,111)		24,780
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(434,792)												(434,792)
Other comprehensive income	47,832														47,832
Stock-based compensation	29,884									29,884
Issuance of common stock - restricted stock and restricted stock units (in shares)							4,897
Issuance of common stock - restricted stock and restricted stock units, net of shares withheld for tax withholding obligations	$ (2,349)						$ 0			(2,349)
Restricted stock awards cancelled upon forfeiture (in shares)	(2,268)
Issuances of common stock - equity line of credit (in shares)							7,315
Issuances of common stock - equity line of credit	$ 13,040						$ 1			13,039
Issuances of common stock - financing transaction fees (in shares)							1,285
Issuances of common stock - financing transaction fees	$ 2,960						$ 0			2,960
Ending balance (in shares) at Sep. 30, 2022	364,710						364,710
Ending balance at Sep. 30, 2022	$ 73,027						$ 36			$ 1,739,282			$ (1,738,903)		$ 72,612

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from Operating Activities:
Net loss	$ (1,711,471)	$ (13,194)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	156,544	12,886
Amortization of operating lease right-of-use assets	424
Stock-based compensation	166,548	31,012
Digital asset mining revenue	(323,337)	(77,511)
Deferred income taxes	3,434	3,604
Loss on legal settlement	0	2,603
Gain on sale of intangible assets	(5,904)	0
Loss on debt extinguishment	0	8,016
Fair value adjustment on derivative warrant liabilities	(32,985)	0
Fair value adjustment on convertible notes	210,968	15,937
Fair value adjustment on other liabilities	9,498	0
Equity line of credit expenses	1,431	0
Amortization of debt discount and debt issuance costs	6,172	1,024
Losses on exchange or disposal of property, plant and equipment	13,057	17
Impairment of digital assets	212,184	12,552
Impairment of goodwill and other intangibles	1,118,524	0
Provision for doubtful accounts	5,943	0
Changes in working capital components:
Accounts receivable, net	(6,737)	(6,641)
Accounts receivable from related parties	(595)	55
Digital assets	325,787	27,316
Deposits for equipment for sales to customers	(66,932)	(414,771)
Prepaid expenses and other current assets	53,832	970
Accounts payable	2,954	(35,132)
Accrued expenses and other	(241)	17,945
Deferred revenue	22,251	36,226
Deferred revenue from related parties	(65,954)	218,304
Other noncurrent assets and liabilities, net	(6,194)	(7,692)
Net cash provided by (used in) operating activities	89,201	(166,474)
Cash flows from Investing Activities:
Purchases of property, plant and equipment	(243,755)	(116,074)
Cash acquired in acquisition	0	704
Deposits for self-mining equipment	(217,677)	0
Proceeds from sale of intangibles	10,850	0
Other	(719)	(154)
Net cash used in investing activities	(451,301)	(115,524)
Cash flows from Financing Activities:
Proceeds from issuance of common stock, net of transaction costs	210,534	496
Proceeds from debt, net of issuance costs	216,182	475,301
Repurchase of common shares to pay employee withholding taxes	(31,627)	0
Finance lease payments	(28,070)	0
Principal payments on debt	(98,953)	(42,513)
Net cash provided by financing activities	268,066	433,284
Net (decrease) increase in cash, cash equivalents and restricted cash	(94,034)	151,286
Cash, cash equivalents and restricted cash—beginning of period	131,678	8,721
Cash, cash equivalents and restricted cash—end of period	$ 37,644	$ 160,007

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS MineCo Holdings, Inc. was incorporated on December 13, 2017 in the State of Delaware and changed its name to Core Scientific, Inc. (“Legacy Core Scientific”) pursuant to an amendment to its Certificate of Incorporation dated June 12, 2018. On August 17, 2020 Legacy Core Scientific engaged in a holdco restructuring to facilitate a borrowing arrangement by Legacy Core Scientific pursuant to which Legacy Core Scientific was merged with and into a wholly owned subsidiary of Core Scientific Holding Co. and became a wholly owned subsidiary of Core Scientific Holding Co. and the stockholders of Legacy Core Scientific became the stockholders of Core Scientific Holding Co. Following the approval at the special meeting of the stockholders of XPDI held on January 19, 2022, on January 19, 2022, Core Scientific Holding Co. merged with Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (“XPDI”), and XPDI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of XPDI (“Merger Sub”), consummated the transactions contemplated under the merger agreement. In connection with the closing of the merger, XPDI changed its name from Power & Digital Infrastructure Acquisition Corp. to Core Scientific, Inc. (“Core Scientific” or the “Company”). The Company, headquartered in Austin, Texas, is an infrastructure, technology and services company that conducts, or plans to conduct, the following business activities: • Owning and operating computer equipment used to process transactions conducted on one or more blockchain networks in exchange for digital currency assets and transaction processing fees awarded in digital currency assets, commonly referred to as mining; • Owning and operating datacenter facilities in the U.S. to provide colocation and hosting services for distributed ledger technology, also commonly known as blockchain; • Developing blockchain-based platforms and applications, including infrastructure management, security technologies, mining optimization, and recordkeeping; Merger Agreement In 2021, XPDI entered into that certain Agreement and Plan of Reorganization and Merger, dated as of July 20, 2021, as amended on October 1, 2021, and as further amended on December 29, 2021, by and among Core Scientific Holding Co., XPDI Merger Sub and XPDI (the “Merger Agreement”). XPDI’s stockholders approved the transactions (collectively, the “Merger”) contemplated by the Merger Agreement at a special meeting of stockholders held on January 19, 2022 (the “Special Meeting”). Pursuant to the terms of (a) the Merger Agreement and (b) that certain Agreement and Plan of Merger, dated as of October 1, 2021, as amended on January 14, 2022, by and among XPDI, Core Scientific Holding Co., XPDI Merger Sub 3, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDI (“Merger Sub 3”), and Blockcap, Inc., a Nevada corporation and wholly owned subsidiary of Core Scientific (“Blockcap”), the Merger was effected by (i) the merger of Merger Sub with and into Core Scientific (the “First Merger”), which occurred on January 19, 2022 (the “Closing Date”), with Core Scientific surviving the First Merger as a wholly owned subsidiary of XPDI, (ii) the merger of Core Scientific with and into XPDI (the “Second Merger”), which occurred on January 20, 2022, with XPDI surviving the Second Merger, and (iii) following the closing of the Second Merger on January 20, 2022, the merger of Blockcap with and into Merger Sub 3 (the “Third Merger”), with Merger Sub 3 surviving the Third Merger as a wholly owned subsidiary of XPDI under the name “Core Scientific Acquired Mining LLC.” Immediately prior to the effective time of the First Merger (such effective time of the First Merger, the “Effective Time”), XPDI filed a Second Amended and Restated Certificate of Incorporation (the “Post-Combination Charter”) with the Secretary of State of the State of Delaware pursuant to which XPDI changed its name from “Power & Digital Infrastructure Acquisition Corp.” to “Core Scientific, Inc.” (hereinafter referred to as the “Company” or “New Core”) and redesignated its Class A common stock, par value $0.0001 per share (“XPDI Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“XPDI Class B Common Stock”), as common stock, par value $0.0001, of the Company (“New Core Common Stock”). The Exchange Ratio (as defined in the Merger Agreement) was 1.6001528688 of a share of New Core Common Stock per fully-diluted share of Core Scientific Common Stock. In connection with the Special Meeting and the Merger, holders of 12.3 million of the 34.5 million then-outstanding shares of Class A common stock of XPDI exercised their right to redeem their shares for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of $123.5 million. The Merger provided gross proceeds of approximately $221.6 million from the XPDI trust account, resulting in approximately $195.0 million in net cash proceeds to Core Scientific, after the payment of transaction expenses, which is presented within proceeds from issuance of common stock, net of transaction costs on the consolidated statements of cash flows. Following the Merger, former Core Scientific stockholders owned 90.7%, former XPDI public stockholders owned 6.7% and XPDI’s sponsor owned 2.6% of the issued and outstanding shares of common stock, respectively, of the Company, excluding the impact of unvested restricted stock units and options. The proceeds from the Merger were used to fund mining equipment purchases and infrastructure build-out. The Merger is accounted for as a reverse recapitalization with the Company being the accounting acquirer. A reverse recapitalization does not result in a new basis of accounting. Accordingly, the reverse recapitalization was treated as the equivalent of Core Scientific Holding Co. issuing stock for the net assets of XPDI, accompanied by a recapitalization. The net assets of XPDI are stated at historical costs, with no goodwill or other intangible assets recorded. The Company identified $18.6 million of direct and incremental transaction costs, which consist of legal, accounting, and other professional services directly related to the Merger, of which $10.7 million were recorded in other noncurrent assets on the consolidated balance sheets as of December 31, 2021 and the remaining $7.9 million were recognized in the nine months ended September 30, 2022. These transaction costs have been allocated to all instruments assumed or issued in the merger on a relative fair value basis as of the date of the merger. Transaction costs of $16.6 million have been allocated to equity-classified instruments and recognized as an adjustment to additional paid-in capital within total stockholders’ equity. The cash outflows related to these costs have been netted against the proceeds from the issuance of common stock upon the Merger with XPDI within financing activities on the Company’s consolidated statement of cash flows. Transaction costs of $2.0 million have been allocated to liability-classified instruments that are measured at fair value through earnings and have been recognized as a charge within general and administrative expenses in the nine months ended September 30, 2022. Immediately prior to the Effective Time, each share of Series A convertible preferred stock, par value $0.00001, of Core Scientific automatically converted into one share of Core Scientific common stock, par value $0.00001 per share (“Core Scientific Common Stock”), and each share of Series B convertible preferred stock, par value $0.00001, of Core Scientific automatically converted into one share of Core Scientific Common Stock. In addition, immediately prior to the Effective Time, each share of XPDI Class B Common Stock automatically converted into one share of New Core Common Stock. 1.7 million shares (“SPAC Vesting Shares”) are subject to vesting conditions, and will vest i) upon the date on which New Core Common Stock’s volume-weighted average price is greater than $12.50 per share for any 20 trading days within any 30 consecutive trading day period within five years of the Closing Date or ii) upon any Company Sale that is consummated within five years of the Closing Date that results in the holders of the Company’s common stock receiving a Company Sale Price equal to or in excess of $12.50 per share. A Company Sale means any change in control of the Company, or a sale of substantially all of the Company’s assets that results in a change in control. Company Sale Price means the price per share paid to holders of common stock in a Company Sale. As a result of the Merger, all of XPDI’s Class A Common Stock and Class B Common Stock automatically converted into shares of New Core Common Stock on a one-for-one basis. XPDI’s 8.6 million public warrants issued in its initial public offering (the “Public Warrants”) and 6.3 million warrants issued in connection with private placement at the time of XPDI’s initial public offering (the “Private Placement Warrants”) became warrants for New Core Common Stock. All share-based compensation awards were converted into comparable equity awards that are settled or exercisable for shares of New Core Common Stock. As a result, each stock option and warrant was converted into an option or warrant to purchase shares New Core Common Stock based on an exchange ratio of 1.6001528688. Each award of the Company’s restricted stock units (“RSUs”) was converted into RSUs of New Core based on an exchange ratio of 1.6001528688. Each convertible note is convertible into New Core Common Stock in accordance with the terms of such convertible promissory note; provided, however, that with respect to outstanding convertible promissory notes for which Core Scientific received a duly executed exercise of conversion in accordance with such convertible promissory note, exercising the right of such holder to convert such convertible promissory note subject to and conditioned upon the occurrence of the Effective Time, the outstanding principal amount and accrued interest as of the Effective Time with respect to such convertible promissory note was converted into shares of New Core Common Stock, equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Core Scientific Common Stock issuable upon the conversion of such convertible promissory note in accordance with such convertible promissory note immediately prior to the Effective Time and (ii) the Exchange Ratio.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the consolidated financial statements. Basis of Presentation We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included as an exhibit to the amendment to the Current Report on Form 8-K/A, which was filed with the SEC on March 31, 2022. Going Concern The consolidated financial statements have been prepared on a going concern basis. For the three months ended September 30, 2022, the Company generated a net loss of $434.8 million and used cash in operating activities of $52.1 million. The Company had unrestricted cash and cash equivalents of $29.5 million as of September 30, 2022 compared to $128.5 million as of June 30, 2022. The decrease in cash and cash equivalents for the three months ended September 30, 2022 primarily reflected $52.1 million of cash used in operating activities (including $15.5 million of interest payments on debt), $5.7 million of cash used in investing activities (including $5.2 million of purchases of property, plant and equipment) and $45.1 million of cash used in financing activities (including $49.5 million of principal payments on debt). The Company has historically generated cash primarily from the issuance of common stock and debt, through sales of digital currency assets received as digital asset mining revenue and from operations through contracts with customers. During the three months ended September 30, 2022, the average price of bitcoin declined to $21,324 compared to $32,502 for the three months ended June 30, 2022, which reduced digital asset mining revenue to $80.5 million for the three months ended September 30, 2022 as compared to $109.8 million for the three months ended June 30, 2022. At the same time the Company’s power costs in its Mining Segment increased to $47.1 million for the three months ended September 30, 2022 as compared to $32.2 million for the three months ended June 30, 2022, reflecting increases in both power usage and power rates. These factors contributed to the Company’s gross loss of $27.1 million for the three months ended September 30, 2022 as compared to a gross profit of $12.7 million for the three months ended June 30, 2022. Additionally, during the nine months ended September 30, 2022 the Company had $217.7 million of deposits paid for blockchain computing equipment and $243.8 million paid for purchases of property, plant and equipment used towards construction projects which has contributed to the Company’s significant indebtedness, including notes payable with a carrying value of $977.6 million as of September 30, 2022 and finance lease liabilities with a carrying value of $73.0 million as of September 30, 2022. In addition, as discussed in Note 10, in July 2022, one of the Company’s largest customers filed for voluntary relief under chapter 11 of the United States Bankruptcy Code. As a result of these and other factors, the Company will require additional liquidity to continue its operations through November 2023. However, the ability to raise funds through financing and capital market transactions is subject to many risks and uncertainties and current market conditions have reduced the availability of these capital and liquidity sources. The Company anticipates that existing cash resources will be depleted by the end of 2022 or sooner. Given the uncertainty regarding the Company’s financial condition, substantial doubt exists about the Company’s ability to continue as a going concern through November 2023. Management has been actively taking steps to decrease operating costs, eliminate and delay construction expenses, reduce and delay capital expenditures and increase hosting revenues. In addition, in October 2022 the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company does not believe that it was in default under any of its debt agreements as of September 30, 2022. In light of the foregoing, the Company is in the process of exploring a number of potential strategic alternatives with respect to the Company’s capital structure, including hiring strategic advisers, raising additional capital or restructuring its existing capital structure. Specifically, the Company has engaged Weil, Gotshal & Manges LLP, as legal advisers, and PJT Partners LP, as financial advisers, to assist the Company in analyzing and evaluating potential strategic alternatives and initiatives to improve liquidity. The Company and its advisers have begun to engage in discussions with certain of its creditors regarding these initiatives. The Company expects these activities will continue and intensify. Among possible alternatives, the Company may explore liability management transactions, including exchanging its existing debt for equity or additional debt, which transactions may be dilutive to holders of the Company’s common stock. These discussions may not result in any agreement on commercially acceptable terms or at all. Furthermore, the Company may seek alternative sources of equity or debt financing, evaluate potential asset sales, and potentially could seek relief under the applicable bankruptcy or insolvency laws. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. Use of Estimates The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Core Scientific Holding Co. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively adjusted in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations . The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include assumptions used to estimate its ability to continue as a going concern, the valuation of the Company’s common shares and the determination of the grant date fair value of stock-based compensation awards for periods prior to the Merger, the valuation of goodwill, intangibles and property, plant and equipment, the fair value of convertible debt, acquisition purchase price accounting, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of September 30, 2022 and December 31, 2021, cash equivalents included $2.1 million and $100.0 million of highly liquid money market funds, respectively, which are classified as Level 1 within the fair value hierarchy. Restricted cash consists of cash held in escrow to pay for construction and development activities. The following table provides a reconciliation of the amount of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total of the same amount shown in the Consolidated Statements of Cash Flows (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 29,546 $ 117,871 Restricted cash 8,098 13,807 Total cash, cash equivalents and restricted cash $ 37,644 $ 131,678 Property, Plant and Equipment, Net Property, plant and equipment includes land, buildings and improvements for datacenter facilities and leasehold improvements for the Company’s corporate headquarters. Property and equipment consists of computer, mining, network, electrical and other equipment, including right-of-use assets under finance leases. Property, plant and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized at cost and amortized over the shorter of their estimated useful lives or the lease term. Property, plant and equipment, net included construction in progress of $161.5 million and $42.6 million as of September 30, 2022 and December 31, 2021, respectively. Subsequent to January 1, 2022, future obligations related to finance leases are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion in the Company’s Consolidated Balance Sheets. Finance lease right-of-use assets are included within Property and equipment, net on our Consolidated Balance Sheets. Depreciation expense, including amortization of right-of-use assets held under finance leases, is primarily included in cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Prior to January 1, 2022, future obligations related to capital leases accounted for under ASC 840, Leases, are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets. Capital lease assets for those periods are included within Property and equipment, net on our Consolidated Balance Sheets. Amortization of capital lease assets for periods prior to January 1, 2022 is primarily included in cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Self-mining computer equipment that is subsequently contracted for sale to customers is valued at the lower of cost or net realizable value, with any write-down recognized as cost of equipment sales in the Company’s Consolidated Statements of Operations. Long-Lived Asset Impairments The Company tests long-lived asset groups for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Long-lived assets include property, plant and equipment and intangible assets subject to amortization. A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the estimated fair value of the asset. This evaluation is performed at the lowest level for which separately identifiable cash flows exist, which for the Company is the hosting and mining gross margins it earns at each of its data center facility sites. Long-lived assets to be disposed of are reported at the lower of the carrying amount or estimated fair value less costs to sell. During the three months ended September 30, 2022, the Company’s operating performance and liquidity continued to be severely impacted by the prolonged decrease in the price of bitcoin, the increase in electricity costs, the increase in the global bitcoin network hash rate and an increase in additional operating costs related to these factors. Additionally, primary and secondary market prices for ASIC miners of the type used by the Company in its business operations have decreased significantly from previous levels, including those acquired earlier in 2022. Accordingly, the Company evaluated whether the estimated future undiscounted cash flows from the operation of its data center facilities would recover the carrying value of the property, plant and equipment located at the sites and used in site operations, including the Company’s deployed mining equipment. Based on this evaluation, the Company determined that the carrying value of the property, plant and equipment at the Cedarvale, TX facility site may no longer be fully recoverable by the cash flows of the site. The Company measured the amount of impairment at the Cedarvale, TX facility site as the difference between the carrying amount of the site asset group of $119.8 million and the estimated fair value of the site asset group of $60.5 million, resulting in an impairment of the facility site’s property, plant and equipment of $59.3 million for both the three and nine months ended September 30, 2022. The Company’s analysis involved the use of a combination and corroboration of cost and market approaches. The cost approach has been used to estimate the fair value of buildings, improvements, electrical equipment and other tangible assets used in combination with other assets. Significant assumptions used in the cost approach include reproduction and replacement costs, useful service live, and orderly liquidation values. The cost approach utilizes useful service life and other estimates developed by the Company to determine fair value, which are unobservable Level 3 inputs. The market approach has been used to estimate the fair value of the Company’s ASIC miners, network equipment, and real estate, and to corroborate certain estimates using the cost approach. Valuations using the market approach are derived from manufacturer and secondary market pricing sources and, when available, comparable secondary market transactions. Significant judgment in using the market approach includes the selection of comparable assets based on ASIC model efficiency and hash rate, a selection of and modifications to transactions according to comparable use, size, geography and other traits, and the use of broker indications of relative market price metrics. The market approach utilizes comparable use, relative efficiency and other estimates developed by the Company to determine fair value, which are unobservable Level 3 inputs. Unobservable Level 3 inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed its estimates using the best information available at the time. Changes in management’s estimates or any of its other assumptions used in its analysis could result in a different conclusion. Continued elevated power costs, continued increases in the bitcoin network hash rate and a continuing depression or further decrease of bitcoin’s value in the market could result in further impairment of the Company’s property, plant and equipment. Subsequent to September 30, 2022, the Company relocated its approximately 7,600 self-miners from Cedarvale, TX to other of the Company’s data center facilities. There were no hosting customer miners at Cedarvale, TX as of September 30, 2022. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s Consolidated Statements of Operations and presented as fair value adjustment on derivative warrant liabilities. The initial and subsequent estimated fair value of both the Public Warrants and Private Placement Warrants was based on the listed price in an active market for the Public Warrants. Recently Adopted Accounting Standards Simplifying Income Taxes In December 2019 , the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, the requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, the evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The standard was applied on a prospective basis beginning January 1, 2022 and the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases-(Topic 842) . Under this new guidance, lessees are required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term (“ROU asset”). The Company adopted Topic 842 effective for the Company’s annual and interim reporting periods beginning January 1, 2022. The adoption of Topic 842 required the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its Consolidated Balance Sheet, but it did not have a material effect on the Company’s results of operations or cash flows. Topic 842 also requires additional footnote disclosures to the Company’s consolidated financial statements. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as the date of initial application. Consequently, financial information has not been updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The new standard also provides practical expedients for the Company’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company does not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company has not elected to apply the practical expedient to not separate lease and non-lease components for the Company’s leases as of the transition date of January 1, 2022 but may apply the practical expedient prospectively to certain asset classes. The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows (in thousands): January 1, 2022 Beginning Balance Cumulative Effect Adjustment Beginning Balance, As Adjusted Assets Prepaid expenses and other current assets $ 30,111 $ (453) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ 188 $ 68,050 Other noncurrent liabilities $ 18,531 $ 1,173 $ 19,704 The most significant judgments and impacts upon adoption of the standard include the following: • We recognized right-of-use assets and operating lease liabilities for operating leases that have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right-of-use asset for operating leases is based on the lease liability adjusted for the reclassification of certain balance sheet amounts such as prepaid rent. Deferred and prepaid rent are no longer presented separately but are included in the balance of operating lease right-of-use assets. • In determining the discount rate used to measure the right-of-use asset and lease liability, rates implicit in the leases were not readily available and therefore we used an estimate of our incremental borrowing rate. Our incremental borrowing rate was based on an estimated secured rate with reference to recent borrowings of similar collateral and tenure. • Certain line items in the Consolidated Balance Sheets have been renamed to align with the new terminology presented in the new lease standard; “Capital lease obligations, current portion” and “Capital lease obligations, net of current portion” are now presented as “Finance lease liabilities, current portion” and “Finance lease liabilities, net of current portion” on the Consolidated Balance Sheets, respectively. • Upon adoption on January 1, 2022, Operating lease right-of-use assets of $6.7 million were recorded in Other noncurrent assets In addition, upon adoption on January 1, 2022, the current portion of operating lease liabilities of $0.2 million were recorded in Accrued expenses and other and the noncurrent portion of operating lease liabilities of $1.2 million were recorded within Other noncurrent liabilities on the Consolidated Balance Sheets. Accounting Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments , which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for the Company with the annual reporting period beginning January 1, 2023, including interim periods within that reporting period. Should the company lose its status as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and its status as a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, prior to this adoption date, the standard would be applicable in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Early adoption is permitted. The Company is currently evaluating the impacts the adoption of this standard will have on the consolidated financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements.

ACQUISITIONS, DISPOSITIONS AND

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING	3. ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING Blockcap Acquisition On July 30, 2021, the Company acquired 100% of the equity interest in Blockcap, one of its largest hosting customers. Blockcap is a blockchain technology company with industrial scale digital asset mining operations. Blockcap’s primary historical business was the mining of digital asset coins and tokens, primarily Bitcoin and, to a lesser extent, Siacoin and Ethereum. While Blockcap did sell or exchange the digital assets it mined to fund its growth strategies or for general corporate purposes from time to time, it generally retained its digital assets as investments in anticipation of continued adoption of digital assets as a “store of value” and a more accessible and efficient medium of exchange than traditional fiat currencies. In addition to mining, holding and exchanging digital assets, Blockcap also evaluated and completed investments in related technologies and ancillary businesses, including Radar Relay, Inc. (“RADAR”), an early stage company focused on technology enhancement and development in the digital asset industry that it acquired on July 1, 2021. The acquisition of Blockcap significantly expanded the Company’s self-mining operations and increased the number of miners it owns. Consideration consisted of the issuance of 113.9 million shares of the Company’s common stock, approximately 6.8 million shares of the Company’s restricted stock and approximately 7.3 million options to purchase shares of the Company’s common stock. The acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the net assets acquired and the liabilities assumed were recorded at fair value. The Company and Blockcap had preexisting relationships which were settled on the acquisition date. Using the estimated purchase price for the transaction, the Company has allocated the purchase price to identifiable assets and liabilities based upon fair value estimates. The excess of the purchase price over the fair value of the net identifiable assets acquired was allocated to goodwill. In a business combination, the initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (not to exceed one year from the acquisition date). During the three months ended June 30, 2022, we determined that a measurement period adjustment to the accounting for the Blockcap acquisition was necessary based upon obtaining updated information about property, plant and equipment, net acquired, resulting in an increase in fair value of property, plant and equipment, net of $0.7 million, a decrease in goodwill of $1.0 million and additional depreciation expense of $0.3 million recognized in the three months ended June 30, 2022. The measurement period for the Blockcap acquisition closed during the three months ended June 30, 2022. The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities. Amounts initially disclosed for the estimated values of certain acquired assets and liabilities assumed were adjusted through September 30, 2022 based on information arising after the initial preliminary valuation. Purchase Price Allocation Consideration: (in thousands) 113.9 million common shares valued at $10.11 per share 1,2 $ 1,151,985 Fair value of replaced Blockcap share-based payments attributable to pre-combination service 3 21,768 Settlement of Blockcap debt 4 25,607 Settlement of preexisting contracts 5 (60,522) Total Consideration $ 1,138,838 Fair value of assets acquired, and liabilities assumed: Cash and cash equivalents $ 704 Digital assets-Bitcoin 73,304 Digital assets-Ethereum 365 Digital assets-Bitcoin cash 8 Digital assets-Siacoin 554 Digital assets-Other 3,329 Other current assets 633 Intangible assets, net 2,925 Property, plant and equipment, net 98,965 Other noncurrent assets 1,293 Total assets acquired $ 182,080 Accounts payable 492 Accrued expenses and other 22,647 Deferred revenue 414 Other current liabilities 7,204 Deferred tax liability 9,003 Total liabilities assumed $ 39,760 Total identifiable net assets $ 142,320 Goodwill on acquisition $ 996,518 1 113.9 million common shares represent the equivalent Core Scientific common shares issued to Blockcap shareholders as consideration for the purchase. 2 The price per share of our common shares was estimated to be $10.11. As the Core Scientific common shares were not listed on a public marketplace, the calculation of the fair value of the common shares was subject to a greater degree of estimation. Given the absence of a public market, an estimate of the fair value of the common shares was required at the time of the Blockcap acquisition. Objective and subjective factors were considered in determining the estimated fair value and because there was no active trading of the Core Scientific equity shares on an established securities market, an independent valuation specialist was engaged. The valuation was determined by weighting the outcomes of scenarios estimating share value based on both public company valuations and private company valuations. Both a market approach and common stock equivalency model were used to determine a range of outcomes, which were weighted based on probability to determine the result. 3 Reflects the estimated fair value of replaced Blockcap share-based payments allocated to purchase price based on the proportion of service related to the pre-combination period 4 Reflects the fair value of loans issued by the Company in July 2021 that were effectively used to settle debt that had previously been held by Blockcap. Refer to Note 6 for further discussion of the debt issuance. 5 Blockcap had preexisting hosting and equipment contracts with the Company that were effectively settled by the Company’s acquisition of Blockcap. As a result, the consideration transferred to Blockcap has been adjusted by the deferred revenue balances that were settled at the time of acquisition. For a reconciliation of the carrying amount of goodwill at the beginning and end of the reporting period see Note 4. Intangible Assets and Liabilities Goodwill with an assigned value of $1.00 billion represents the excess of the consideration transferred over the estimated fair values of assets acquired and liabilities assumed in the Blockcap acquisition. The goodwill recognized includes the assembled workforce of Blockcap and intangible assets that do not qualify for separate recognition. None of the goodwill resulting from the acquisition is deductible for income tax purposes. All of the goodwill acquired was allocated to the Mining segment. Management believes the acquisition of Blockcap strengthens its presence in the digital asset mining market due to the scale of its operations. These factors are the basis for the excess purchase price paid over the value of the assets acquired and liabilities assumed, resulting in goodwill. Other intangible assets acquired in the Blockcap acquisition consisted of $2.8 million of developed technology intangibles and $0.1 million of customer relationships with a weighted average useful life of 3 years. Restructuring Activities During the second quarter of 2022 market conditions led management to evaluate its operations and refocus its efforts and resources on the core activities of its hosting and mining segments. Management initiated a plan to exit certain activities, technologies and ancillary businesses, and to reduce portions of the Company’s workforce including those acquired through Blockcap’s acquisition of RADAR. Management completed the restructuring plan in October 2022 and all expected costs of the restructuring plan have been recognized as of September 30, 2022. At June 30, 2022 Core had accrued and expensed estimated cash restructuring charges of $1.4 million relating to this restructuring plan. Cash severance and related payments under the Company’s ongoing severance policy of $0.9 million were paid as compensation for the three months ended September 30, 2022. At September 30, 2022 the remaining estimated cash restructuring charges were reduced by $0.1 million for an ending balance of $0.4 million to be paid in October 2022. In addition to the cash restructuring charges, $1.0 million of stock based compensation was paid in severance during the three months ended September 30, 2022. Total cash and stock based restructuring charges of $0.9 million and $2.3 million were recognized in general and administrative expenses for the three and nine months ended September 30, 2022, respectively. As a result of exiting Blockchain Technologies during the second quarter of 2022, $2.0 million of intangible assets will cease to be used. Additionally, in the third quarter of 2022, the Company determined that $2.5 million of software intangible assets that were previously acquired from Stax Digital LLC would no longer be used as a result of current and planned software upgrades. Consequently, the Company recorded an impairment of other intangible assets of $2.5 million and $4.5 million for three and nine months ended September 30, 2022, respectively, which is presented within impairment of goodwill and other intangibles on the Company’s Consolidated Statements of Operations. Goodwill associated with these activities was included in the goodwill impairment charge of $266.0 million and $1.05 billion for three and nine months ended September 30, 2022, respectively, of which $207.8 million and $996.5 million was related to the Mining reporting unit for the three and nine months ended September 30, 2022, respectively, and $58.2 million was related to the Equipment Sales and Hosting reporting unit for both the three and nine months ended September 30, 2022. Sale of Intangible Assets In March 2022, the Company reclassified $2.2 million of intangible assets that were previously acquired from Atrio Inc. and RStor, Inc. to be held for sale as a result of the expected sale of the software and related patents. The intangible assets were sold in June 2022 for proceeds of $10.9 million, resulting in a gain on sale of intangible assets of $5.9 million. The resulting gain is reflected within other non-operating expenses, net in the Statement of Operations.

GOODWILL

GOODWILL	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	4. GOODWILL The following table provides the reconciliation of the carrying amount of goodwill by segment at the beginning and end of the reporting period (in thousands): Equipment Sales and Hosting Segment Mining Segment Total Goodwill Balance as of December 31, 2021 $ 58,241 $ 997,519 $ 1,055,760 Subsequent measurement period adjustment — (1,000) (1,000) Impairment of goodwill (58,241) (996,519) (1,054,760) Balance as of September 30, 2022 $ — $ — $ — As of September 30, 2022, after impairment, the Company had no remaining goodwill. At December 31, 2021, the carrying amount of goodwill was $1.06 billion. For the nine months ended September 30, 2022 there was a measurement period adjustment reducing goodwill by $1.0 million and accumulated impairment losses of $1.05 billion. There were no goodwill adjustments or impairment losses for the nine months ended September 30, 2021. The Company does not amortize goodwill, but tests it for impairment annually as of October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Company has the option to first assess qualitative factors to determine whether it is more likely than not that the fair values of the reporting units are less than their carrying amounts as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. If management determines that it is more likely than not that the fair value of a reporting unit is less than the reporting unit’s carrying amount, or management chooses not to perform a qualitative assessment, then the quantitative goodwill impairment test will be performed. The quantitative test compares the fair value of the reporting unit with the reporting unit’s carrying amount. If the carrying amount exceeds its fair value, the excess of the carrying amount over the fair value is recognized as an impairment loss, and the resulting measurement of goodwill becomes its new cost basis. The Company’s reporting units are the same as its reportable and operating segments. The Company identified goodwill impairment triggering events as of June 30, 2022 and additional triggering events as of September 30, 2022. These events included declines in the market price of bitcoin, the market price of the Company’s stock and the Company’s market capitalization. As a result, the Company performed the quantitative test to compare the fair value to the carrying amount for each reporting unit at June 30, 2022. Sustained and further deterioration in market prices and in the Company’s financial position resulted in additional quantitative testing at September 30, 2022. The Company concluded that the carrying value of the Mining reporting unit exceeded its fair value and, as such, recorded a $788.7 million and a $207.8 million impairment of goodwill in its Mining reporting unit for the three months ended June 30, 2022 and September 30, 2022, respectively. At June 30, 2022, the Company concluded that the fair value of the Equipment Sales and Hosting reporting unit exceeded its carrying amount, with an excess of fair value over carrying amount of approximately 136% of the carrying amount, and as such, did not record an impairment in its Equipment Sales and Hosting reporting unit at June 30, 2022. At September 30, 2022, the Company concluded the carrying amount of the Equipment Sales and Hosting reporting unit exceeded its fair value and, as such, recorded a $58.2 million impairment of goodwill in its Equipment Sales and Hosting reporting unit for the three and nine months ended September 30, 2022. These impairments are presented within impairment of goodwill and other intangibles on the Company’s Consolidated Statements of Operations. The Company’s analysis as of September 30, 2022 involved the use of a market approach. Valuations using the market approach are derived from metrics of market transactions. Significant judgments and assumptions used in the market approach includes the selection of comparable businesses based on the characteristics of each reporting unit, the consideration and application of relevant relative metrics and a reconciliation to the Company’s market capitalization to the fair value measured. Sustained depressed bitcoin market value, increased power costs, decreased liquidity, and increased cost of financing, along with other factors have contributed to significant and sustained deterioration in the Company’s market capitalization. The Company concluded that the fair value of its reporting units would no longer support the remaining acquired goodwill carrying values. The Company developed its estimates using the best information available at the time. Changes in management’s estimates or any of its other assumptions used in its analysis could result in a different conclusion.

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES	9 Months Ended
	Sep. 30, 2022
Temporary Equity Disclosure [Abstract]
DERIVATIVE WARRANT LIABILITIES	5. DERIVATIVE WARRANT LIABILITIES As of September 30, 2022, the Company had 14.9 million warrants outstanding including: (a) 8.6 million Public Warrants and (b) 6.3 million Private Placement Warrants issued t o XPDI Sponsor LLC (“Sponsor”) and certain institutional investors (“Anchor Investors”). Each Public Warrant and Private Placement Warrant became exercisable 30 days following the Closing Date of the XPDI Merger and may be exercised for one share of common stock at an exercise price of $11.50 per share. The Public Warrants and Private Placement Warrants expire January 19, 2027, which is five years after the Closing Date. Redemption of Public Warrants when the price per share of common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Public Warrants when the price per share of common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” (as defined below) of common stock; • if, and only if, the last reported sales price of the Company’s common stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (the “Reference Value”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. • The “fair market value” of common stock shall mean the volume-weighted average price of common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Redemption of Private Placement Warrants The terms of redemption of Private Placement Warrants are identical in all respects to those for the Public Warrants except that, so long as they are held by the Sponsor, Anchor Investors or their permitted transferees they will not be redeemable, except as described above in Redemption of Public Warrants when the price per share of common stock equals or exceeds $10.00. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investors or their respective permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Registration If the Company fails to maintain a registration statement for the underlying common shares at any time, the holders of the Private Placement Warrants and Public Warrants may exercise such warrants on a cashless basis by exchanging the warrants for that number of shares of common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) the product of the number of Warrants surrendered and 0.361, subject to adjustment. “Fair Market Value” shall mean the volume-weighted average price of the shares of common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received. Classification Both the Public Warrants and Private Placement Warrants are classified as a liabi lity on the Company’s Consolidated Balance Sheet because their settlement amount is subject to change based on the existence of an effective registration statement for the underlying shares and the holder of the warrant (for Private Placement Warrants only). As of September 30, 2022, the liability balance was $5.3 million . For the three months ended September 30, 2022, the Company recorded a mark to market gain of $0.3 million and $0.2 million within the Consolidated Statement of Operations for the Public Warrants and Private Placement Warrants, respectively. For the nine months ended September 30, 2022, the Company recorded a mark to market gain of $19.1 million and $13.9 million within the Consolidated Statement of Operations for the Public Warrants and Private Placement Warrants, respectively. Refer to Note 8 for further information about the fair value measurement of the warrants.

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE	6. NOTES PAYABLE Notes payable as of September 30, 2022 and December 31, 2021 consist of the following (in thousands): September 30 December 31 Kentucky note $ 657 $ 1,032 Genesis loan — 552 NYDIG loan 38,781 67,435 Stockholder loan 10,000 10,000 Trinity loan 24,067 19,641 Bremer loan 19,232 15,066 Blockfi loan 53,913 60,000 Anchor Labs loan 26,500 — Mass Mutual Barings loans 63,845 — B. Riley Bridge Notes 52,125 — Liberty loan 7,401 — Secured Convertible Notes 1 230,931 220,871 Other Convertible Notes 2 313,381 301,226 Other 1,866 663 Total 842,699 696,486 Unamortized discount and debt issuance costs (3,618) (3,187) Fair value adjustment on convertible notes 138,519 34,910 Total notes payable, net $ 977,600 $ 728,209 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. The minimum payoff at maturity related to the principal balance was $461.9 million on September 30, 2022. The minimum payoff at maturity related to the principal balance was $441.7 million on December 31, 2021. 2 Other Convertible Notes which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. Balance Sheet Classification In October 2022 the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company does not believe that it was in default under any of its debt agreements as of September 30, 2022. In the event of a default, the Company may become subject to certain additional provisions in its debt agreements such as higher default interest rates. As a result of these factors, the Company has determined that it is probable that its notes payable will become due within one year and has therefore classified all of its notes payable as current liabilities as of September 30, 2022. Kentucky Note — In December 2018, the Company entered into a five -year secured promissory note agreement for $2.4 million in connection with the acquisition of property in Kentucky for datacenter development (“Kentucky note”). The note bears interest at a rate per annum of 5% and the Company is required to make monthly payments of principal and interest. Interest expense on the note has been recognized based on an effective interest rate of 5% . The loan is secured by the underlying property purchased. Genesis Loan —In July 2020, the Company entered into a credit facility with Genesis Global Capital, LLC that provides capacity of up to $13.0 million to finance the Company’s acquisition of blockchain computing equipment (“Genesis loan”). The Company borrowed $5.3 million in three installments and the borrowing capacity of the facility was reduced via an amendment in September 2020 to equal the actual amounts borrowed. The loans under the credit facility are secured by the blockchain computing equipment and the Company is required to comply with an approved mining strategy and other restrictions on use of the collateral. Loans under the credit facility have terms of 20 months, bear interest at a rate per annum of 16% plus a fixed risk premium, and require monthly payments. Interest expense on the loans has been recognized based on an effective interest rate of 28%, which includes the amortization of a debt discount. The loan is secured by blockchain computing equipment financed by the loans. The loan was paid off in April 2022. NYDIG Loan —In October 2020, the Company entered into a master equipment finance agreement with NYDIG and received a loan of $0.8 million to finance the Company’s acquisition of blockchain computing equipment. In March 2021, the Company received $3.8 million of additional loans under the master equipment finance agreement with NYDIG to finance the Company’s acquisition of blockchain computing equipment. The loans bear an interest rate of 15% and have a term of 24 months from issuance. Interest expense on the loans has been recognized based on an effective interest rate of 16%. The loans are secured by the blockchain computing equipment financed by the loans. In May 2021, the Company received $13.4 million of additional loans under the master equipment finance agreement with NYDIG to finance the Company’s acquisition of blockchain computing equipment that bear an interest rate of 14.25% and have a term of 24 months from issuance. Interest expense on the loans issued in May 2021 has been recognized based on an effective interest rate of 17%. In July 2021, the Company received blockchain computing equipment from NYDIG (which had been concurrently acquired by NYDIG from Blockcap in exchange for settlement of Blockcap’s debt with NYDIG) in exchange for $26.1 million of additional loans under the master equipment finance agreement with NYDIG that bear an interest rate of 14.25% and have a term of 24 months from issuance. Interest expense on the loans issued in July 2021 has been recognized based on an effective interest rate of 16%. In November 2021, the Company received blockchain computing equipment from NYDIG in exchange for $33.4 million of additional loans under the master equipment finance agreement with NYDIG that bear an interest rate of 11% and have a term of 24 months from issuance. Interest expense on the loans issued in November 2021 has been recognized based on an effective interest rate of 11%. Stockholder Loan —In January 2021, the Company borrowed $10.0 million from a stockholder for the purchase of blockchain computing equipment. The loan bears interest at 10% per annum over a two-year term. The loan was issued with a warrant to purchase 0.2 million shares of common stock at an exercise price of $4.21 per share. The warrant has a two-year term. The Company allocated proceeds of $9.5 million to the notes and $0.5 million to the warrants on a relative fair value basis. Interest expense on the loan has been recognized based on an effective interest rate of 20%. The loan is secured by the blockchain computing equipment financed by the loan. Trinity Loan —In August 2021, the Company entered into a $30.0 million master equipment finance facility agreement with Trinity Capital Inc. (“Trinity”) to finance the Company’s acquisition of blockchain computing equipment and received a loan of $1.0 million at close. The loan has a term of 36 months from issuance. Interest expense on the loan has been recognized based on an effective interest rate of 11.0%. In November and December 2021, the Company borrowed $14.0 million and $5.0 million, respectively. The remaining balance of $10.0 million was drawn in February 2022. The loan is secured by the blockchain computing equipment financed by the loan. Bremer Loan —In October 2021, the Company entered into a lending agreement with Bremer Bank, National Association to borrow up to $16.2 million in two tranches through May 22, 2022 for the purchase of blockchain mining equipment and for improvements to data center and infrastructure. In December 2021, the Company entered into an additional term loan to borrow up to $9.6 million. The Company borrowed $15.2 million in October through December 2021. The Company borrowed an additional $4.8 million in January through March 2022. In April 2022, the Company borrowed an additional $0.7 million from Bremer to finance the construction of our North Dakota facility. The loans bear interest at 5.5% annually and are due at the earlier of the date of sale of the underlying mining equipment or 60 months from issuance. Interest expense on the loans has been recognized based on an effective interest rate of 5.6%. The loans require the Company to maintain the following financial covenants: (1) a minimum debt service coverage ratio (defined in the agreement as EBITDA divided by scheduled principal and interest payments) of not less than 1.2:1, measured annually beginning December 31, 2022; and (2) a fixed charge coverage ratio (defined in the agreement as EBITDA minus net distributions divided by scheduled principal and interest payments) of 1:1, measured annually beginning December 31, 2022. The loans are secured by a first priority security interest in certain of the assets financed by the loans. Additionally, an interest buydown agreement was made between Grand Forks Growth Fund and the Bank of North Dakota acting on behalf of the PACE Program for the purpose of a buydown on the interest for certain of the Company’s loans financed through Bremer Bank. The total amount of interest buydown over the term of the loan is $0.8 million. In order to receive the interest buydown incentive, the Company must (a) continue operation in the jurisdiction for a minimum of five years from the benefit date, (b) employ 13 new full-time employees within two years of receiving the incentive and continue to keep them employed for the duration of the agreement and (c) continue to make debt payments and no event of default should occur. If the Company discontinues operation in the jurisdiction within the next five years, it is obligated to repay the incentive back to the Bank of North Dakota. If after two years, the Company does not employ 13 new full-time employees, the interest buydown will be prorated to reflect any partial fulfillment and the Company, at a minimum, is required to pay back the value of the incentive to the Bank of North Dakota. For the nine months ended September 30, 2022 and 2021, there was no interest buydown. Blockfi Loan —In December 2021, the Company entered into two lending agreements with Blockfi Lending, LLC to borrow up to $110.0 million for the purchase of blockchain mining equipment. The first agreement consists of $10.0 million and bears interest at 9.7% with a term of 24 months from issuance. Interest expense on the loans issued in December 2021 has been recognized based on an effective interest rate of 10.1%. The second agreement consists of $100.0 million and bears interest at 13.1% with a term of 24 months from issuance. The Company borrowed the first tranche totaling $60.0 million across the two loans in December 2021 and borrowed the second tranche of $20.0 million in January 2022. The remaining $30.0 million expired unused in March 2022. Interest expense on the loans issued in December 2021 has been recognized based on an effective interest rate of 13.1%. The loans are secured by a first priority security interest in certain of the assets financed by the loans. Anchor Labs Loan —In March 2022, the Company entered into a $20.0 million equipment loan and security agreement with Anchorage Lending CA, LLC. (“Anchor Labs”) to finance the Company’s purchase of blockchain computing equipment. The Company borrowed $20.0 million in March 2022. The loan has a term of 24 months from issuance. Interest expense on the loan has been recognized based on an effective interest rate of 12.5%. In May 2022, the Company entered into a $11.7 million equipment loan and security agreement with Anchor Labs to finance the Company’s purchase of blockchain computing equipment. The Company borrowed $11.7 million in May 2022. The loan has a term of 24 months from issuance. Interest expense on the loan has been recognized based on an effective interest rate of 12.5%. The loans are secured by a first priority security interest in certain of the assets financed by the loans. Mass Mutual Barings Loans —In March 2022, the Company entered into a $100.0 million equipment loan and security agreement with Barings BDC, Inc., Barings Capital Investment Corporation and Barings Private Credit Corp. (“Mass Mutual Barings”) to finance the Company’s purchase of blockchain computing equipment. The Company borrowed the first tranche of $30.0 million in March 2022 and borrowed the second tranche of $39.6 million in April 2022. On June 30, 2022 the remaining $30.4 million funding commitment expired unused. The loans under the agreement have a term of 36 months from issuance. Interest expense on the loans have been recognized based on an effective interest rate of 9.8%. The loans are secured by certain blockchain computing equipment. In August 2022, the Company amended the Mass Mutual Barings loans to defer principal payments for a period of six months beginning with payments due in August 2022. The amendments result in no change to the term of the loans and the remaining principal will amortize over the remaining life of the loans beginning in February 2023. The amendments also require an additional amount of blockchain computing equipment to be provided as collateral. Interest expense on the amended loans has been recognized based on an effective interest rate of 13.0%. In August 2022, the Company issued 0.3 million shares of Common Stock to Mass Mutual Barings as an amendment fee. B. Riley Bridge Notes —In April 2022, the Company entered into a $60.0 million bridge promissory note with B. Riley Commercial Capital, LLC and a $15.0 million bridge promissory note with an affiliate of B. Riley Commercial Capital, LLC (the “Bridge Notes”) maturing in December 2022. Interest expense on the Bridge Notes has been recognized based on an effective interest rate of 7.0%. In August 2022, the Company amended the Bridge Notes to, among other things, extend the maturity date to June 2023 (the “Amended Bridge Notes”). Under the terms of the modified agreement, $37.5 million of principal payments previously due in the second half of 2022 are now due in the first half of 2023. The Amended Bridge Notes require the proceeds of (i) any equity issuances (other than issuances consummated for purposes of making tax payments in connection with the vesting of restricted stock and restricted stock units and equity line of credit under the Equity Line of Credit discussed in Note 12 (“ELOC”) sales), (ii) any secured debt incurred on or after April 7, 2022 (other than purchase money debt) in excess of $500 million and (iii) any ELOC sales in an amount equal to 25% of the net cash proceeds received from any such ELOC sale, in each case, to be applied by us to repay the outstanding principal amount of the Amended Bridge Notes. On August 1, 2022, the Company issued a total of 0.4 million shares of Common Stock to B. Riley Securities, Inc., an affiliate of B. Riley Commercial Capital, in satisfaction of an advisory fee for providing advisory services to the Company in connection with entering into the Amended Bridge Notes. Liberty Loan —In April 2022, the Company entered into an $11.0 million equipment finance agreement with Liberty Commercial Finance LLC (“Liberty”) to finance the Company’s purchase of blockchain computing equipment. The Company borrowed $11.0 million in April 2022. The loan has a term of 24 months from issuance. Interest expense on the loan has been recognized based on an effective interest rate of 10.6%. The loans are secured by a first priority security interest in the equipment purchased. Convertible Notes —In April 2021, the Company entered into a secured convertible note purchase agreement and issued $215.0 million of secured convertible notes to new and existing lenders (the “Secured Convertible Notes”). In addition, in August 2021 the Company entered into a convertible note purchase agreement and issued $299.8 million of convertible notes in August through November 2021 under substantially the same terms and conditions as the original April 2021 notes except that the August through November 2021 notes have a minimum payoff based on the face value plus accrued interest rather than two times the outstanding face amount plus accrued interest. In addition, the August through November 2021 notes were unsecured until an IPO or SPAC merger and then became secured by a lien on the same collateral securing the Secured Convertible Notes in January 2022 upon the closing of the Merger Agreement with XPDI (together with the Secured Convertible Notes, the “Convertible Notes”). In addition, the Company also issued $31.0 million from issuance through September 30, 2022 as payment-in-kind interest on convertible notes outstanding at the end of the period. The Convertible Notes have a maturity date of April 2025 and bear interest at a rate of 10% per annum, of which 4% is payable in cash and 6% is payable in kind. Upon the closing of the Merger Agreement with XPDI in January 2022, the Convertible Notes became convertible into common shares at the option of the holder at a conversion price equal to $8.00 per share. The proceeds from the Convertible Notes were used, in part, to repay $30.0 million of senior secured loans to Silverpeak Credit Partners LP. During the nine months ended September 30, 2022, $1.6 million of Convertible Notes were exercised resulting in 0.2 million shares issued to the holders of the Convertible Notes that were exercised. As discussed in Note 8, the Company has elected to measure its Convertible Notes at fair value and accordingly recognized $13.1 million of debt issuance costs as incurred at the time of issuance within interest expense, net in the Company’s Consolidated Statements of Operations and Comprehensive loss. The Convertible Notes had a fair value of $682.8 million compared to a principal amount of $544.3 million at September 30, 2022. The Company presents changes in fair value of the Convertible Notes during the period as follows: (1) the 10% contractual rate of interest on the convertible notes (consisting of 4% cash interest and 6% PIK interest) is presented as interest expense, net on the Consolidated Statements of Operations; (2) changes in fair value attributable to the Company’s own credit risk are presented within Accumulated other comprehensive loss on the Consolidated Balance Sheets and as a component of Other comprehensive income (loss) on the Consolidated Statements of Comprehensive Loss; and (3) other fair value changes are presented within Non-operating expenses, net on the Consolidated Statements of Operations. The fair value of the Company’s convertible notes as of December 31, 2021 included the effect of a negotiation discount, which is a calibration adjustment that reflects the illiquidity of the instruments and the Company's negotiating position. Since the transaction was an orderly transaction, the Company deemed that the fair value equaled the transaction price at initial recognition. However, the closing of the merger of XPDI (which represents the occurrence of a qualified financing event as defined by the terms of the notes) in January 2022 resulted in the elimination of the negotiation discount along with other changes in fair value resulted in a significant increase in the fair value of the convertible notes (excluding interest expense and instrument-specific credit risk) for the nine months ended September 30, 2022. The following summarizes the fair value adjustments and debt issuance costs recognized on the convertible notes (in thousands): Financial statement line item Three Months Ended Nine Months Ended Cash interest payments Interest expense, net $ 5,488 $ 16,070 Payment-in-kind (PIK) interest Interest expense, net 8,232 24,115 Instrument-specific credit risk Other comprehensive income, net of income taxes (47,832) (83,578) Other fair value adjustments Fair value adjustment on convertible notes (4,123) 186,853 Total fair value adjustments $ (38,235) $ 143,460 Financial statement line item Three Months Ended Nine Months Ended Cash interest payments Interest expense, net $ 3,130 $ 4,850 Payment-in-kind (PIK) interest Interest expense, net 4,694 7,274 Instrument-specific credit risk Other comprehensive loss, net of income taxes 8,552 8,552 Other fair value adjustments Fair value adjustment on convertible notes 8,663 8,663 Total fair value adjustments $ 25,039 $ 29,339 Debt issuance costs Interest expense, net $ 5,083 $ 10,664 The principal amount of the Convertible Notes as of September 30, 2022 reflects the proceeds received plus any PIK interest added to the principal balance of the notes. Upon the closing of the Merger Agreement with XPDI in January 2022, the conversion price for the Convertible Notes became fixed at 80% of the financing price ($8.00 per share of common stock) and the holders now have the right to convert at any time until maturity. At maturity, any Secured Convertible Notes not converted will be owed two times the original face value plus accrued interest; any other Convertible Notes (other than the Secured Convertible Notes) not converted will be owed the original face value plus accrued interest. In addition, at any time (both before and after the merger with XPDI), the Company has the right to prepay the Secured Convertible Notes at the minimum payoff of two times the outstanding face value plus accrued interest and for other Convertible Notes the outstanding face value plus accrued interest. All of the Convertible Notes, totaling $544.3 million as of September 30, 2022, are scheduled to mature on April 19, 2025, which includes $230.9 million for the face value of the Secured Convertible Notes which have payoff at maturity of two times the face value of the note plus accrued interest. The total amount that would be owed on the Secured Convertible Notes outstanding as of September 30, 2022 if held to maturity was $461.9 million. The total amount that would be owed on the Convertible Notes if prepaid as of September 30, 2022 was $789.0 million. See Note 8 for further information on fair value measurement of the Convertible Notes.

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
REVENUE	7. REVENUE The Company primarily generates revenue from hosting services, sales of computer equipment and digital asset mining activities. The Company generally recognizes revenue when the promised service is performed, or control of the promised equipment is transferred to customers. Revenue excludes any amounts collected on behalf of third parties, including sales and indirect taxes. Deferred Revenue The Company records contract liabilities in deferred revenue on the Consolidated Balance Sheets when cash payments are received in advance of performance and recognizes them as revenue when the performance obligations are satisfied. The Company’s deferred revenue balance as of September 30, 2022 and December 31, 2021 was $87.2 million and $136.4 million, respectively, all from advance payments received during the periods then ended. For the three and nine months ended September 30, 2022, the Company recognized $30.9 million and $79.6 million of revenue, respectively, that was included in the deferred revenue balance as of the beginning of the year, primarily due to the deployment of equipment for related parties for which advanced payments had been received prior to January 1, 2022. For the three and nine months ended September 30, 2021, the Company recognized $5.2 million and $44.2 million of revenue, respectively, that was included in the deferred revenue balance as of the beginning of the year, primarily due to deployment of customer equipment for which advance payments had been received from customers prior to January 1, 2021. Advanced payments received for hosting services are typically recognized as revenue within six months after miner deployment. Advanced payments received for equipment sales are generally recognized as revenue within one year. Performance Obligations The Company’s performance obligations primarily relate to hosting services and equipment sales. The Company has performance obligations associated with commitments in customer hosting contracts for future services and commitments to acquire and deploy customer equipment that have not yet been recognized in the financial statements. For contracts with original terms that exceed one year (typically ranging from 18 to 48 months), those commitments not yet recognized as of September 30, 2022 and 2021 were $440.7 million and $718.8 million, respectively.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	8. FAIR VALUE MEASUREMENTS The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis in certain circumstances. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company uses observable market data when determining fair value whenever possible and relies on unobservable inputs only when observable market data is not available. Recurring fair value measurements The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, Derivatives and Hedging . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s Consolidated Statements of Operations. The initial and subsequent fair value estimates of the Public Warrants and Private Placement Warrants are based on the listed price in an active market for such warrants. The Company has elected to measure its Convertible Notes at fair value on a recurring basis because the Company believes it better reflects the underlying economics of the Convertible Notes, which contain multiple embedded derivative features. The fair value of the Company’s convertible notes payable is determined using a market approach based on observable market prices for similar securities when available. Prior to the three months ended June 30, 2022, when observable market data was not available, the Company used an as-converted value plus risk put option model that included certain unobservable inputs that were significant to the fair value measurement such as probability of a financing event occurring (e.g., a SPAC merger or qualified financing), expected term, volatility and the negotiation discount. The fair value of the Secured Convertible Notes considered the minimum payoff at maturity of two times the face value of the note plus accrued interest, as well as the opportunity for appreciation if the value of the Company's stock increased 60% or more relative to the pricing at the financing event (since the conversion price is set at 80% of the stock price at the financing event, a stock price appreciation of 60% would match the minimum payoff of two times the face value plus accrued interest). The fair value of the other Convertible Notes considered the minimum payoff at maturity of one times the face value of the note plus accrued interest, as well as the opportunity for appreciation if the value of the Company's stock were to fall no more than 20% relative to the pricing at the financing event (since the conversion price is set at 80% of the stock price at the financing event, a stock price decline of 20% would match the minimum payoff of one times the face value plus accrued interest). Upon the closing of the Merger Agreement with XPDI in January 2022, the conversion price for the Convertible Notes became fixed at 80% of the financing price ($8.00 per share of common stock) and the holders now have the right to convert at any time until maturity. Due to the occurrence of the SPAC merger and the subsequent significant decline in the Company’s stock price below the conversion price, the fair value of the Company’s convertible notes beginning with the three months ended June 30, 2022 was determined using a discounted cash flow model that considers the principal and interest payments, including the minimum payoff at maturity of two times the face value of the note plus accrued interest for the Secured Convertible Notes and the value of the call option that includes certain unobservable inputs that may be significant to the fair value measurement such as expected term and volatility of the call option. The following presents the levels of the fair value hierarchy for the Company's derivative warrant liabilities and the Convertible Notes by issuance date measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Derivative warrant liabilities: Public Warrants $ — $ 3,062 $ — $ — $ 3,062 Private Placement Warrants — — 2,225 — 2,225 Total derivative warrant liabilities — 3,062 2,225 — 5,287 Convertible notes: April 19, 2021 1 $ 95,595 $ — $ — $ 162,797 $ 162,797 April 21, 2021 1 5,370 — — 9,146 9,146 April 23, 2021 1 48,334 — — 82,313 82,313 April 26, 2021 1 81,632 — — 139,017 139,017 August 20, 2021 2 52,902 — — 46,306 46,306 September 10, 2021 2 15,792 — — 14,248 14,248 September 23, 2021 2 78,989 — — 71,269 71,269 September 24, 2021 2 62,749 — — 56,616 56,616 September 27, 2021 2 2,064 — — 1,863 1,863 October 1, 2021 2 90,615 — — 81,758 81,758 November 10, 2021 2 10,270 — — 9,266 9,266 Accrued PIK interest 1,2,3 — — — 8,232 8,232 Total convertible notes 544,312 — — 682,831 682,831 Total liabilities measured at fair value on a recurring basis $ 544,312 $ 3,062 $ 2,225 $ 682,831 $ 688,118 December 31, 2021 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Convertible notes: April 19, 2021 1 $ 91,430 $ — $ — $ 101,078 $ 101,078 April 21, 2021 1 5,137 — — 5,674 5,674 April 23, 2021 1 46,229 — — 51,062 51,062 April 26, 2021 1 78,075 — — 86,165 86,165 August 20, 2021 2 50,597 — — 50,941 50,941 September 10, 2021 2 16,110 — — 16,472 16,472 September 23, 2021 2 76,051 — — 77,559 77,559 September 24, 2021 2 60,016 — — 61,179 61,179 September 27, 2021 2 1,974 — — 2,012 2,012 October 1, 2021 2 86,655 — — 87,150 87,150 November 10, 2021 2 9,823 — — 9,819 9,819 Accrued PIK interest 1,2,4 — — — 7,896 7,896 Total convertible notes $ 522,097 $ — $ — $ 557,007 $ 557,007 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. 2 Other Convertible Notes (other than the Secured Convertible notes) which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. 3 Represents PIK interest accrued as of September 30, 2022 which will be recorded as additional principal for each respective convertible note on October 1, 2022. 4 Represents PIK interest accrued as of December 31, 2021 which will be recorded as additional principal for each respective convertible note on January 1, 2022. Level 3 Recurring Fair Value Measurements The following presents a rollforward of the activity for the Convertible Notes measured at fair value on a recurring basis using level 3 inputs as of September 30, 2022 (in thousands): Convertible Notes Balance at December 31, 2021 $ 557,007 Issuances (including PIK principal recorded) 7,896 Settlements (including interest payments, PIK principal recorded and conversions) (13,123) Unrealized losses 371,951 Balance at March 31, 2022 923,731 Issuances (including PIK principal recorded) 7,851 Settlements (including interest payments, PIK principal recorded and conversions) (14,772) Unrealized gains (190,256) Balance at June 30, 2022 726,554 Issuances (including PIK principal recorded) 8,031 Settlements (including interest payments, PIK principal recorded and conversions) (13,519) Unrealized gains (38,235) Balance at September 30, 2022 $ 682,831 Securities are transferred from level 2 to level 3 when observable market prices for similar securities are no longer available and unobservable inputs become significant to the fair value measurement. All transfers into and out of level 3 are assumed to occur at the beginning of the quarterly reporting period in which they occur. As of September 30, 2022, level 3 financial instruments included all the Convertible Notes as the effect of unobservable inputs are significant to the fair value measurement. There were no transfers of securities into or out of level 3 for the three and nine months ended September 30, 2022 and 2021. The following presents significant Level 3 unobservable inputs used to measure the fair value of certain convertible notes as of September 30, 2022 (dollars in thousands): Fair value Unobservable Input Low High Weighted Average 1 Convertible Notes $ 682,831 Expected term (years) 2.55 2.55 2.55 Volatility 69.5 % 69.5 % 69.5 % 1 Weighted average based on the fair value of convertible notes. Expected term is an input into the call option model that measures the length of time the instrument is expected to be outstanding before it is exercised or terminated. An increase in expected term, in isolation, would generally result in an increase in the fair value measurement of the convertible notes. Volatility is an input into the call option model that measures the variability in possible returns for the convertible notes based on how much the price of underlying shares change in value over time. An increase in volatility, in isolation, would generally result in an increase in the fair value measurement of the convertible notes. The increase or decrease in the fair value of the convertible notes resulting from changes to the expected term or volatility assumptions are not interrelated. The Company presents separately in other comprehensive income (loss) the portion of the total change in the fair value of the convertible notes that resulted from a change in the instrument-specific credit risk on the convertible notes. The amount of change in the fair value attributable to instrument-specific credit risk is determined by comparing the amount of the total change in fair value to the amount of change in fair value that would have occurred if the Company’s credit risk had not changed during the period as reflected in the discount rates applied to the debt and risk put option. Nonrecurring fair value measurements The Company’s non-financial assets, including digital assets, property, plant and equipment, goodwill and intangible assets are measured at estimated fair value on a nonrecurring basis. These assets are adjusted to fair value only when an impairment is recognized, or the underlying asset is held for sale. Refer to the discussion of digital assets below for more information regarding fair value considerations when measuring the impairment of digital assets held. Digital assets The Company classifies digital assets primarily as level 1. The Company’s digital assets are accounted for as intangible assets with indefinite useful lives. The Company initially recognizes digital assets that are received as digital asset mining revenue based on the fair value of the digital assets. Digital assets that are purchased in an exchange of one digital asset for another digital asset are recognized at the fair value of the asset surrendered or at the fair value of the asset received if more readily apparent. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital asset at the time its fair value is being measured, which is measured once a day at 00:00 Coordinated Universal Time (“UTC”). To the extent that an impairment loss is recognized, the loss establishes the new cost basis of the digital asset. During the three and nine months ended September 30, 2022, the Company recognized impairment of digital assets of $8.0 million and $212.2 million, respectively. During both the three and nine months ended September 30, 2021, the Company recognized impairment of digital assets of $12.6 million. For the three and nine months ended September 30, 2022, the Company recognized net gains of $11.0 million and $25.0 million, respectively, from sales of digital assets. For both the three and nine months ended September 30, 2021, the Company recognized net gains of $0.4 million from sales of digital assets. Digital assets are available for use, if needed, for current operations and are classified as current assets on the Consolidated Balance Sheets, the details of which are presented below (in thousands). September 30 December 31 Bitcoin (BTC) $ 19,619 $ 224,843 Ethereum (ETH) 22 4,665 Polygon (MATIC) — 1,085 Siacoin (SC) — 803 Dai (DAI) — 1,353 Other 22 1,549 Total digital assets $ 19,663 $ 234,298 The Company does not have any off-balance sheet holdings of digital assets. Property, plant and equipment On March 10, 2022, the Company entered into an agreement to sell mining equipment on order with a 3rd party supplier to a hosting customer in exchange for the Company receiving ownership of the customer’s mining equipment that had been hosted by the Company on its premises (the “Installed Miners”). The primary purpose of the exchange was to allow for the mutual termination of the hosting agreements in a manner that avoids the logistical costs and loss of revenue from downtime associated with relocating and installing the mining equipment. The exchange began during the three months ended June 30, 2022 and was completed in July 2022 as ordered mining equipment was received and exchanged for the Installed Miners. The agreement also includes the termination of the hosting agreement between the Company and the customer as ownership of the Installed Miners is transferred to the Company. The Company recognized losses of $13.1 million on the exchanges during the nine months ended September 30, 2022, which are presented within losses on exchange or disposal of property, plant and equipment on the Consolidated Statements of Operations. The amount of the losses was measured as the difference between the fair value of the installed miners and the carrying value of the deposits for mining equipment to be exchanged. The fair value of the installed miners is classified as a Level 2 fair value measurement and was determined as of contract inception (March 10, 2022) using a cost approach. The replacement cost of the installed miners was estimated through a review of vendor equipment pricing of similar equipment. Physical deterioration was also considered and estimated based on an age/life analysis indicative of a market participant’s anticipated economic useful life for the assets. During the three months ended September 30, 2022, the Company’s operating performance and liquidity continued to be severely impacted by the prolonged decrease in the price of bitcoin, the increase in electricity costs, the increase in the global bitcoin network hash rate and an increase in additional operating costs related to these factors. Additionally, primary and secondary market prices for ASIC miners of the type used by the Company in its business operations have decreased significantly from previous levels, including those acquired earlier in 2022. Accordingly, the Company evaluated whether the estimated future undiscounted cash flows from the operation of its data center facilities would recover the carrying value of the property, plant and equipment located at the sites and used in site operations, including the Company’s deployed mining equipment. Based on this evaluation, the Company determined that the carrying value of the property, plant and equipment at the Cedarvale, TX facility site may no longer be fully recoverable by the cash flows of the site. The Company measured the amount of impairment at the Cedarvale, TX facility site as the difference between the carrying amount of the site asset group of $119.8 million and the estimated fair value of the site asset group of $60.5 million, resulting in an impairment of the facility site’s property, plant and equipment of $59.3 million for both the three and nine months ended September 30, 2022. Refer to the discussion of long-lived asset impairments in Note 2 for additional information regarding the inputs and methodology used to estimate the fair value. Goodwill and other intangible assets On June 30, 2022 and September 30, 2022, the Company evaluated its reporting units for impairment and recorded an impairment of goodwill and other intangible assets of $266.0 million and $1.05 billion for three and nine months ended September 30, 2022, respectively, of which $207.8 million and $996.5 million was related to the Mining reporting unit for the three and nine months ended September 30, 2022, respectively, and $58.2 million was related to the Equipment Sales and Hosting reporting unit for both the three and nine months ended September 30, 2022. Refer to Note 4 for additional information regarding the inputs and methodology used to estimate the fair value. Fair value of financial instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, notes payable and certain accrued expenses and other liabilities. The carrying amount of these financial instruments, other than notes payable discussed below, approximates fair value due to the short-term nature of these instruments. The fair value of the Company’s notes payable (excluding the Convertible Notes carried at fair value described above), which are carried at amortized cost, was determined based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for our standalone credit risk. We classified the other notes payable as Level 3 financial instruments due to the considerable judgment required to develop assumptions of the Company’s standalone credit risk and the significance of those assumptions to the fair value measurement. The estimated fair value of the Company’s other notes payable, including both the current and noncurrent portion, was $293.7 million at September 30, 2022 and $184.7 million at December 31, 2021. The carrying values of the notes payable, including both the current and noncurrent portion, was $294.8 million and $171.2 million at September 30, 2022 and December 31, 2021, respectively.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
LEASES	9. LEASES The Company has entered into non-cancellable operating and finance leases for office, data facilities, computer and networking equipment, electrical infrastructure and office equipment, with original lease periods expiring through 2033. In addition, certain leases contain bargain renewal options extending through 2051. The Company recognizes lease expense for these leases on a straight-line basis over the lease term, which includes any bargain renewal options. The Company recognizes rent expense on a straight-line basis over the lease period. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the unaudited Consolidated Balance Sheets. For certain leases the Company receives lease incentives, such as tenant improvement allowances, and records those as adjustments to operating lease right-of-use assets and operating lease liabilities on the unaudited Consolidated Balance Sheets and amortizes the lease incentives on a straight-line basis over the lease term as an adjustment to rent expense. The components of operating and finance leases are presented on the Company’s Consolidated Balance Sheets as follows (in thousands): Financial statement line item September 30, 2022 Assets: Operating lease right-of-use assets Other noncurrent assets $ 20,926 Finance lease right-of-use assets Property, plant and equipment, net $ 88,042 Liabilities: Operating lease liabilities, Accrued expenses and other $ 849 Operating lease liabilities, net Other noncurrent liabilities $ 14,594 Finance lease liabilities, current portion Finance lease liabilities, current portion $ 73,045 Finance lease liabilities, net of Finance lease liabilities, net of current portion $ — The components of lease expense were as follows (in thousands): Financial statement line item Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease expense General and administrative expenses $ 589 $ 898 Short-term lease expense General and administrative expenses 195 671 Finance lease expense: Amortization of right-of-use assets Cost of revenue 9,040 27,563 Interest on lease liabilities Interest expense, net 2,278 6,617 Total finance lease expense 11,318 34,180 Total lease expense $ 12,102 $ 35,749 In determining the discount rate used to measure the right-of-use asset and lease liability, we use rates implicit in the lease, or if not readily available, we use our incremental borrowing rate. Our incremental borrowing rate is based on an estimated secured rate with reference to recent borrowings of similar collateral and tenure when available. Determining our incremental borrowing rate, especially if there are insufficient observable borrowings near the time of lease commencement, may require significant judgment. Information relating to the lease term and discount rate is as follows: September 30, 2022 Weighted Average Remaining Lease Term (Years) Operating leases 10.7 Finance leases 2.3 Weighted Average Discount Rate Operating leases 6.5 % Finance leases 12.7 % The following table summarizes the Company’s supplemental cash flow information (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Lease Payments Operating lease payments $ 272 $ 474 Finance lease payments $ 6,760 $ 34,287 Supplemental Noncash Information Operating lease right-of-use assets obtained in exchange for lease obligations 1 $ 14,195 $ 21,574 Finance lease right-of-use assets obtained in exchange for lease obligations $ — $ 10,557 Increase in finance lease right-of-use assets as a result of lease modification $ 693 $ 693 1 Includes operating lease right-of-use assets of $6.7 million that were recorded upon adoption of Topic 842 on January 1, 2022. Refer to Note 2 for further information. The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at September 30, 2022, and thereafter (in thousands): Operating leases Finance leases Remaining 2022 $ 332 $ 5,533 2023 2,082 38,518 2024 1,810 36,497 2025 1,866 4,509 2026 1,924 3 2027 1,985 — Thereafter 12,037 — Total lease payments 22,036 85,060 Less: imputed interest 6,593 12,015 Total $ 15,443 $ 73,045 Operating leases In September 2021, the Company entered into operating lease agreements with Minnkota Power Cooperative to develop a hosting facility in Grand Forks, North Dakota as well as enter into a power supply purchase agreement to purchase 100 megawatts of power supply once construction of the hosting facility is complete. As a result of the agreements being entered into contemporaneously and in contemplation of one another, the agreements are considered to be a single unit of account and consideration has been allocated between lease and non-lease components based on relative standalone selling price with approximately $5.3 million allocated to the lease components and $2.6 million allocated to the non-lease components. Substantially all of the payments for the intended leases would be for a five-year to thirty-year term (comprising an initial five-year term with five five-year bargain renewal options to renew) with purchase options exercisable at any time for approximately $5.6 million less any rent paid to date and subject to certain other adjustments. In addition to the above, in December 2021, the Company entered into an agreement to lease office space for its new corporate headquarters that commenced in July of 2022. The lease includes base rent of approximately $14.0 million to be paid over a period of 130 months. Finance leases In December 2021, the Company entered into finance lease agreements with Liberty Commercial Finance LLC totaling $40.9 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bear interest at a weighted average rate per annum of 12.6% and the Company is required to make monthly payments of principal and interest. Interest expense on the lease has been recognized based on a weighted average effective interest rate of 12.6%. In December 2021, the Company entered into finance lease agreements with MassMutual Asset Finance LLC totaling $50.0 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bear interest at a rate per annum of 10% and the Company is required to make monthly payments of principal and interest. Interest expense on the leases has been recognized based on an effective interest rate of 10%. In August 2022, the Company amended the finance lease agreements with MassMutual Asset Finance LLC to defer lease payments for a period of six months beginning with payments due in August 2022. The amendments result in no change to the term of the finance leases and the remaining principal will amortize over the remaining life of the leases beginning in February 2023. The amendments also requires an additional amount blockchain computing equipment to be provided as collateral. The leases under the amended agreements bear interest at a rate of 13.0% per annum. Interest expense on the amended leases has been recognized based on an effective interest rate of 12.5%. As a result of the lease modification, the lease liabilities decreased by $7.7 million with a corresponding decrease to finance lease right-of assets of $7.7 million. Balance Sheet Classification As discussed in Note 6, in October 2022 the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company does not believe it was in default under any of its finance lease agreements as of September 30, 2022. In the event of a default, the Company may become subject to certain additional provisions in its finance lease agreements such as higher default interest rates. As a result of these factors, the Company has determined that it is probable that its finance lease liabilities will become due within one year and has therefore classified all of its finance lease liabilities as current liabilities as of September 30, 2022.
LEASES	9. LEASES The Company has entered into non-cancellable operating and finance leases for office, data facilities, computer and networking equipment, electrical infrastructure and office equipment, with original lease periods expiring through 2033. In addition, certain leases contain bargain renewal options extending through 2051. The Company recognizes lease expense for these leases on a straight-line basis over the lease term, which includes any bargain renewal options. The Company recognizes rent expense on a straight-line basis over the lease period. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the unaudited Consolidated Balance Sheets. For certain leases the Company receives lease incentives, such as tenant improvement allowances, and records those as adjustments to operating lease right-of-use assets and operating lease liabilities on the unaudited Consolidated Balance Sheets and amortizes the lease incentives on a straight-line basis over the lease term as an adjustment to rent expense. The components of operating and finance leases are presented on the Company’s Consolidated Balance Sheets as follows (in thousands): Financial statement line item September 30, 2022 Assets: Operating lease right-of-use assets Other noncurrent assets $ 20,926 Finance lease right-of-use assets Property, plant and equipment, net $ 88,042 Liabilities: Operating lease liabilities, Accrued expenses and other $ 849 Operating lease liabilities, net Other noncurrent liabilities $ 14,594 Finance lease liabilities, current portion Finance lease liabilities, current portion $ 73,045 Finance lease liabilities, net of Finance lease liabilities, net of current portion $ — The components of lease expense were as follows (in thousands): Financial statement line item Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease expense General and administrative expenses $ 589 $ 898 Short-term lease expense General and administrative expenses 195 671 Finance lease expense: Amortization of right-of-use assets Cost of revenue 9,040 27,563 Interest on lease liabilities Interest expense, net 2,278 6,617 Total finance lease expense 11,318 34,180 Total lease expense $ 12,102 $ 35,749 In determining the discount rate used to measure the right-of-use asset and lease liability, we use rates implicit in the lease, or if not readily available, we use our incremental borrowing rate. Our incremental borrowing rate is based on an estimated secured rate with reference to recent borrowings of similar collateral and tenure when available. Determining our incremental borrowing rate, especially if there are insufficient observable borrowings near the time of lease commencement, may require significant judgment. Information relating to the lease term and discount rate is as follows: September 30, 2022 Weighted Average Remaining Lease Term (Years) Operating leases 10.7 Finance leases 2.3 Weighted Average Discount Rate Operating leases 6.5 % Finance leases 12.7 % The following table summarizes the Company’s supplemental cash flow information (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Lease Payments Operating lease payments $ 272 $ 474 Finance lease payments $ 6,760 $ 34,287 Supplemental Noncash Information Operating lease right-of-use assets obtained in exchange for lease obligations 1 $ 14,195 $ 21,574 Finance lease right-of-use assets obtained in exchange for lease obligations $ — $ 10,557 Increase in finance lease right-of-use assets as a result of lease modification $ 693 $ 693 1 Includes operating lease right-of-use assets of $6.7 million that were recorded upon adoption of Topic 842 on January 1, 2022. Refer to Note 2 for further information. The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at September 30, 2022, and thereafter (in thousands): Operating leases Finance leases Remaining 2022 $ 332 $ 5,533 2023 2,082 38,518 2024 1,810 36,497 2025 1,866 4,509 2026 1,924 3 2027 1,985 — Thereafter 12,037 — Total lease payments 22,036 85,060 Less: imputed interest 6,593 12,015 Total $ 15,443 $ 73,045 Operating leases In September 2021, the Company entered into operating lease agreements with Minnkota Power Cooperative to develop a hosting facility in Grand Forks, North Dakota as well as enter into a power supply purchase agreement to purchase 100 megawatts of power supply once construction of the hosting facility is complete. As a result of the agreements being entered into contemporaneously and in contemplation of one another, the agreements are considered to be a single unit of account and consideration has been allocated between lease and non-lease components based on relative standalone selling price with approximately $5.3 million allocated to the lease components and $2.6 million allocated to the non-lease components. Substantially all of the payments for the intended leases would be for a five-year to thirty-year term (comprising an initial five-year term with five five-year bargain renewal options to renew) with purchase options exercisable at any time for approximately $5.6 million less any rent paid to date and subject to certain other adjustments. In addition to the above, in December 2021, the Company entered into an agreement to lease office space for its new corporate headquarters that commenced in July of 2022. The lease includes base rent of approximately $14.0 million to be paid over a period of 130 months. Finance leases In December 2021, the Company entered into finance lease agreements with Liberty Commercial Finance LLC totaling $40.9 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bear interest at a weighted average rate per annum of 12.6% and the Company is required to make monthly payments of principal and interest. Interest expense on the lease has been recognized based on a weighted average effective interest rate of 12.6%. In December 2021, the Company entered into finance lease agreements with MassMutual Asset Finance LLC totaling $50.0 million for the purchase of bitcoin mining equipment, with a weighted average term of 3.2 years. The leases bear interest at a rate per annum of 10% and the Company is required to make monthly payments of principal and interest. Interest expense on the leases has been recognized based on an effective interest rate of 10%. In August 2022, the Company amended the finance lease agreements with MassMutual Asset Finance LLC to defer lease payments for a period of six months beginning with payments due in August 2022. The amendments result in no change to the term of the finance leases and the remaining principal will amortize over the remaining life of the leases beginning in February 2023. The amendments also requires an additional amount blockchain computing equipment to be provided as collateral. The leases under the amended agreements bear interest at a rate of 13.0% per annum. Interest expense on the amended leases has been recognized based on an effective interest rate of 12.5%. As a result of the lease modification, the lease liabilities decreased by $7.7 million with a corresponding decrease to finance lease right-of assets of $7.7 million. Balance Sheet Classification As discussed in Note 6, in October 2022 the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company does not believe it was in default under any of its finance lease agreements as of September 30, 2022. In the event of a default, the Company may become subject to certain additional provisions in its finance lease agreements such as higher default interest rates. As a result of these factors, the Company has determined that it is probable that its finance lease liabilities will become due within one year and has therefore classified all of its finance lease liabilities as current liabilities as of September 30, 2022.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Legal Proceedings —The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued and could materially adversely affect the Company’s business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to estimate reasonably possible losses in excess of any amounts accrued. In July 2022, one of the Company’s largest customers, Celsius Mining LLC (“Celsius”), along with its parent company and certain affiliates, filed for voluntary relief under chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the Southern District of New York. On September 28, 2022, Celsius filed a motion in the chapter 11 case alleging that the Company is violating the automatic stay with respect to the Master Services Agreement between Celsius and the Company (the “Celsius Agreement”). Celsius is also using its Chapter 11 proceeding to withhold payment of certain charges billed to Celsius pursuant to the Celsius Agreement. The Company strongly disagrees with the allegations made in the Celsius motion and the interpretation of the Celsius Agreement espoused therein and is vigorously defending its interests, including seeking resolution from the bankruptcy court and payment of any outstanding amounts owed under the Celsius Agreement (subject to applicable bankruptcy law in the Celsius chapter 11 case). The parties have agreed to stay the proceedings, including the evidentiary hearing scheduled for November 18, 2022. There can be no guarantee that the bankruptcy court will rule in the Company’s favor in a timely manner or that Celsius will honor the terms of the Celsius Agreement. An adverse ruling by the bankruptcy court that provides Celsius the benefits of the Company’s hosting services without Celsius fully paying the costs of such services would have a material effect on the Company’s business, financial condition, results of operations and cash flows. As of September 30, 2022, the Company had accrued $5.2 million as an allowance against amounts due from Celsius. In November 2022, Sphere 3D Corp. filed a demand for arbitration with JAMS alleging the existence and breach of a contract for hosting services. The arbitration demand alleges that the Company has failed to provide contracted for services and to return approximately $35 million in prepayments made by Sphere 3D for such services. The Company denies the allegations contained in Sphere 3D’s arbitration demand and intends to vigorously defend its interests. In November 2022, McCarthy Building Companies, Inc. filed a complaint against the Company in the United States District Court for the Eastern District of Texas, alleging breach of contract for failing to pay when due certain payments allegedly owing under a contract for construction entered into between the parties. In November 2022, plaintiff Mei Peng filed a putative class action in the United States District Court, Western District of Texas, Austin Division, asserting that the Company violated the Securities Exchange Act by failing to disclose to investors, among other things, that the Company was vulnerable to litigation, that certain clients had breached their agreements, and that this impacted the Company's profitability and ability to continue as a going concern. The Company denies the allegations contained in the complaint and intends to vigorously defend its interests. As of September 30, 2022 and December 31, 2021, there were no other material loss contingency accruals. Leases —See Note 9 for further information. Purchase obligations— As of September 30, 2022, the Company had outstanding agreements to purchase blockchain mining equipment totaling approximately $49.9 million before considering variable price adjustments, substantially all of which are expected to be settled within one year. Loss on legal settlement— The Company recognized a loss of $2.6 million during the three and nine months ended September 30, 2021 related to a settlement with a former customer.

CONTINGENTLY REDEEMABLE CONVERT

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK	11. CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK The Company is authorized to issue 2.00 billion shares of preferred stock, $0.0001 as of September 30, 2022. Prior to the Merger with XPDI, the Company was authorized to issue 50.0 million shares of preferred stock, $0.0001 par value. As of December 31, 2021, 10.8 million shares of preferred stock were issued and outstanding. Upon the closing of the merger with XPDI on January 19, 2022, each share of Series A and Series B Preferred Stock automatically converted into one share of Core Scientific common stock and each outstanding share of common stock issued as a result of the conversion of Series A and Series B Preferred Stock in connection with the Merger was cancelled and extinguished and converted into the right to receive a number of shares of New Core Common Stock equal to the Exchange Ratio of 1.6001528688. All of the Company’s shares of contingently redeemable convertible preferred stock were converted into 10.8 million shares of the Company’s common stock during the nine months ended September 30, 2022.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	12. STOCKHOLDERS' EQUITY Authorized Capital— As of September 30, 2022, the Company was authorized to issue 10.00 billion shares of common stock, $0.0001 par value. The holders of the Company’s common stock are entitled to one vote per share. In January 2021, in connection with the stockholder loan described in Note 6, the Company issued a warrant to the stockholder to purchase up to 0.2 million shares of common stock at an exercise price of $4.21 per share. The warrant is set to expire in January 2023 and is exercisable and unexercised as of September 30, 2022. As a result of the Merger, all of XPDI’s Class A Common Stock and Class B Common Stock automatically converted into 30.8 million shares of New Core Common Stock on a one-for-one basis. XPDI’s 8.6 million public warrants issued in its initial public offering (the “Public Warrants”) and 6.3 million warrants issued in connection with private placement at the time of XPDI’s initial public offering (the “Private Placement Warrants”) became warrants for New Core Common Stock. Following the Merger with XPDI, each share of common stock or warrant was converted to shares of New Core Common Stock or a warrant to purchase shares of New Core Common Stock based on an exchange ratio of 1.6001528688. Equity Line of Credit In July 2022, the Company entered into a common stock purchase agreement (the “Equity Line of Credit”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley. Pursuant to the Equity Line of Credit, subject to the satisfaction of the conditions set forth in the Equity Line of Credit, the Company will have the right to sell to B. Riley, up to $100.0 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to certain limitations and conditions set forth in the Equity Line of Credit, from time to time during the term of the Equity Line of Credit. Sales of Common Stock pursuant to the Equity Line of Credit, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B. Riley under the Equity Line of Credit. The per share purchase price that B. Riley is required to pay for shares of the Company’s Common Stock in a Purchase effected by the Company pursuant to the Equity Line of Credit, if any, will be determined by reference to the volume weighted average price (“VWAP”) of the Common Stock, calculated in accordance with the Equity Line of Credit, for the period (the “Purchase Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on Nasdaq on the applicable Purchase Date (as defined in the Equity Line of Credit) for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of Common Stock traded on Nasdaq during such Purchase Valuation Period (calculated in accordance with the Equity Line of Credit) reaches the applicable share volume maximum amount for such Purchase (the “Purchase Share Volume Maximum”), calculated by dividing (a) the applicable Purchase Share Amount for such Purchase, by (b) 0.20, and (iii) such time that the trading price of a share of Common Stock on Nasdaq during such Purchase Valuation Period (calculated in accordance with the Equity Line of Credit) falls below the applicable minimum price threshold for such Purchase specified by the Company in the Purchase Notice for such Purchase, or if the Company does not specify a minimum price threshold in such Purchase Notice, a price equal to 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such Purchase (the “Minimum Price Threshold”), less a fixed 3.0% discount to the VWAP for such Purchase Valuation Period. The net proceeds to the Company from sales that the Company elects to make to B. Riley under the Equity Line of Credit, if any, will depend on the frequency and prices at which the Company sells shares of the Company’s Common Stock to B. Riley. The Company expects that any proceeds received by the Company from such sales to B. Riley will be used for general corporate purposes. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Equity Line of Credit or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Equity Line of Credit) during the term of the Equity Line of Credit. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Company’s Common Stock after the date of issuance, or the Company’s effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price. Under the applicable Nasdaq rules, in no event may the Company issue to B. Riley under the Equity Line of Credit more than 70.3 million 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 Equity Line of Credit (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by B. Riley for all of the shares of Common Stock that the Company directs B. Riley to purchase from the Company pursuant to the Equity Line of Credit, if any, equals or exceeds $1.75 per share (representing the lower of the official closing price of the Company’s Common Stock on Nasdaq on the trading day immediately preceding the date of the Equity Line of Credit and the average official closing price of the Company’s Common Stock on Nasdaq for the five The Equity Line of Credit will automatically terminate on the earliest to occur of (i) the first day of the month next following the 24-month anniversary of the Commencement Date (as such term is defined in the Equity Line of Credit), (ii) the date on which B. Riley shall have purchased from the Company under the Equity Line of Credit shares of Common Stock for an aggregate gross purchase price of $100.0 million, (iii) the date on which the Common Stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Equity Line of Credit, (iv) the 30th trading day after the date on which the Company commences a voluntary proceeding or any third party commences a bankruptcy proceeding against the Company that is not discharged or dismissed prior to such trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of creditors. The Company has the right to terminate the Equity Line of Credit at any time after Commencement, at no cost or penalty, upon five five As consideration for B. Riley’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Equity Line of Credit, upon execution of the Equity Line of Credit in July 2022, the Company issued 0.6 million shares to B. Riley with a fair value of $1.1 million at issuance which was recorded within other non-operating expenses, net on the Company’s Consolidated Statements of Operations and presented as equity line of credit expenses on the Consolidated Statements of Cash Flows. In addition, the Company reimbursed $0.1 million of reasonable legal fees and disbursements of B. Riley’s legal counsel in connection with the transactions contemplated by the Equity Line of Credit and the Registration Rights Agreement. During the three and nine months ended September 30, 2022 , the Company issued 7.3 million shares under the Equity Line of Credit for a total sales price to B. Riley of $12.8 million, consisting of (a) cash proceeds received of $11.7 million and (b) $1.1 million of proceeds due from B. Riley as of September 30, 2022 that was recorded within prepaid expenses and other current assets on the Consolidated Balance Sheets. The total sales price of $12.8 million for issuances d uring the three and nine months ended September 30, 2022 is net of $0.3 million for the fixed 3.0% discount to the VWAP described above which was recorded within other non-operating expenses, net on the Company’s Consolidated Statements of Operations and presented as equity line of credit expenses on the Consolidated Statements of Cash Flows . As of September 30, 2022, 63.0 million shares of Common Stock were available to be issued under the Equity Line of Credit. As discussed in Note 6, 25% of the net cash proceeds received for shares issued under the Equity Line of Credit is required to be applied by the Company to repay the outstanding principal amount of the Amended Bridge Notes. As of September 30, 2022, the Company owed $2.9 million on the Amended Bridge Notes related to proceeds received under the Equity Line of Credit. Warrant Exercises In March 2020, the Company issued warrants to the Company’s president and chief executive officer and a member of the board of directors to purchase up to 6.4 million shares of the Company’s common stock at an exercise price of $0.84 per share (as amended). In March 2022, a warrant holder exercised their warrant to purchase 3.2 million shares in a cashless exercise resulting in 2.9 million net shares issued to the warrant holder after withholding 0.3 million shares for the exercise price. In March 2020, the Company issued warrants to service providers in exchange for services provided related to the issuance of Series A Convertible Preferred Stock. The warrants were for an aggregate of 0.2 million shares at an exercise price of $4.27 per share. In February 2022, 0.2 million of the warrants were exercised in a cashless exercise resulting in 0.1 million net shares issued to the warrant holders. Convertible Note Exercises As discussed in Note 6, the Company issued $514.8 million of Convertible Notes in 2021 along with issuing an additional $31.0 million from issuance through September 30, 2022 as payment-in-kind interest on convertible notes outstanding. The Convertible Notes became convertible into common shares at the option of the holder at a conversion price equal to $8.00 per share upon the closing of the Merger Agreement with XPDI in January 2022. During the nine months ended September 30, 2022, $1.6 million of Convertible Notes were exercised resulting in 0.2 million shares issued to the holders of the Convertible Notes that were exercised. SPAC Vesting Shares 1.7 million common shares are subject to vesting requirements, as described further in Note 1. These contingently issuable shares do not require future service in order to vest and do not result in stock-based compensation expense. The SPAC Vesting Shares are accounted for as an equity contract, and meet the criteria for equity classification. The Company has recorded the SPAC Vesting Shares within additional paid-in capital on the Consolidated Balance Sheet as of September 30, 2022. Vendor Settlement In March 2022, the Company issued 1.6 million shares of the Company’s common stock related to a vendor liability that had been assumed by the Company in July 2021 as part of the Blockcap acquisition. In addition, the vendor liability requires settlement in cash based on the difference between the weighted average of the closing price of the Company’s common stock for each day there was a closing price during the thirty Equity Incentive Plans The Company has outstanding awards under the 2018 Omnibus Incentive Plan (the “2018 Plan”). No new awards can be made under the 2018 Plan subsequent to the XPDI Merger, as described below. Awards that were granted under the 2018 Plan included incentive stock options (must meet all statutory requirements), non-qualified stock options and restricted stock units. Awards granted under the 2018 Plan were subject to a minimum vesting period of at least one year commencing from the date of grant. Additionally, options granted under the plan must expire within ten years of the grant date and were required to be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by the Company’s board of directors. In July 2021, the Company acquired Blockcap. Under the terms of the Blockcap merger agreement, (i) each stock option granted, whether vested or unvested, and each award of restricted stock under the Blockcap, Inc. Equity Incentive Plan (the “Legacy Blockcap Plan”) was assumed by the Company. In addition, the Radar Relay, Inc. Amended and Restated 2018 Equity Incentive Plan (the “RADAR Plan”) provides for the grant of stock options, restricted stock awards, and other awards to eligible employees, non-employee directors and consultants. On June 4, 2021, prior to its acquisition by the Company, Blockcap entered into an agreement and plan of merger with RADAR for all the issued and outstanding equity interests of RADAR, which merger closed on July 1, 2021 (the “Blockcap/RADAR Merger”). The RADAR Plan was assumed by us upon the closing of the Blockcap/RADAR Merger and the Blockcap acquisition. No new awards may be made under the Legacy Blockcap Plan and the RADAR Plan (the “Blockcap Plans”) subsequent to the closing of the Blockcap acquisition. At the Special Meeting in connection with the XPDI Merger, the stockholders of XPDI approved the Core Scientific, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). Awards granted under the 2021 Plan may be incentive stock options (must meet all statutory requirements), non-qualified stock options, stock appreciation rights, restricted stock and stock units, performance awards and other cash-based or stock-based awards. Awards granted under the 2021 Plan are subject to a minimum vesting period of at least one year commencing from the date of grant. Additionally, options granted under the plan must expire within ten years of the grant date and must be granted with exercise prices of no less than the fair value of the common stock on the grant date, as determined by the Company’s board of directors. Following the consummation of the Merger, the Company expects that its board of directors will make grants of awards under the Incentive Plan to eligible participants. The maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan is 45.0 million shares, of which 30.1 million was available for issuance as of September 30, 2022. Stock-Based Compensation Stock-based compensation expense relates primarily to expense for restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and stock options. As of September 30, 2022, we had unvested or unexercised stock-based awards outstanding representing approximately 81.0 million shares of our common stock, consisting of approximately 54.0 million RSAs and RSUs and options to purchase approximately 27.0 million shares of our common stock with a weighted average exercise price of $8.9 and a weighted average expense amortization period of 3.3 years. On June 8, 2022, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of the Company approved an amendment to the Company’s award agreement for the RSUs outstanding under the 2018 Plan, to provide for the waiver and elimination of the requirement that the Company undergo a “change in control” or a “public offering” for full vesting of the previously outstanding time-vested award (the “RSU Amendment”). Although the mergers that the Company underwent did not satisfy the event-based vesting requirement, they significantly reduced the possibility of the requirement being met as contemplated under the 2018 Plan. The RSU Amendment was authorized and approved by the Board and the Compensation Committee as necessary, desirable, and in the best interest of the Company and its stockholders. As a result of the RSU Amendment, all outstanding RSUs under the 2018 Plan are subject only to time-based vesting, of which RSUs covering approximately 42 million shares of Common Stock were net settled, with approximately 15 million shares of Common Stock to be canceled and forfeited to satisfy tax withholding obligations in June 2022. During the three and nine months ended September 30, 2022, the Company granted 13.1 million and 27.1 million RSUs, respectively, to various employees and directors with a weighted-average grant date fair value (reflecting the RSU Amendment described above) of $3.08 and $2.93 per share, respectively. Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 is included in the Company’s Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 4,366 $ — $ 23,287 $ — Research and development 5,210 — 20,269 — Sales and marketing (720) — 8,870 — General and administrative 1,2 20,897 28,288 114,122 31,012 Total stock-based compensation expense 1,2 $ 29,753 $ 28,288 $ 166,548 $ 31,012 1 Includes $(0.1) million and $0.6 million that was recorded as an adjustment to accrued expenses and other within total current liabilities during the three and nine months ended September 30, 2022, respectively. 2 Includes $1.0 million of stock-based compensation that were provided in severance as part of restructuring charges incurred during the three and nine months ended September 30, 2022. As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested stock options was approximately $97.8 million, which is expected to be recognized over a weighted average time period of 3.2 years. As of September 30, 2022, the Company had approximately $126.2 million of unrecognized stock-based compensation expense related to RSAs and RSUs, which is expected to be recognized over a weighted average time period of 3.3 years.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXES Current income tax expense represents the amount expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized. The income tax expense (benefit) and effective income tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except percentages) Income tax expense (benefit) $ 10,642 $ (815) $ 4,398 $ (697) Effective income tax rate (2.5) % 4.7 % (0.3) % 5.0 % For the three months ended September 30, 2022, discrete tax expense of $1.5 million is included in the $10.6 million of income tax expense. The Company's estimated annual effective income tax rate without discrete items was 0.3%, compared to the US federal statutory rate of 21.0% due to state income tax of 0.6%, the fair value adjustment on debt instruments of (1.8)%, change in valuation allowance of (6.4)%, goodwill impairment of (12.2)%, non-deductible interest of (0.6)%, and other of (0.3)%. For the nine months ended September 30, 2022, discrete tax expense of $9.1 million is included in the $4.4 million of income tax expense. For the three months ended September 30, 2021, no discrete tax expense was included in the $0.8 million of income tax benefit. The Company’s estimated annual effective income tax rate without discrete items was 4.9%, compared to the US federal statutory rate of 21.0% due to state income tax of 5.1%, the change in valuation allowance of (31.6)%, non deductible interest of 5.6%, and fair value adjustments on debt instruments of 4.8%. For the nine months ended September 30, 2021, no discrete tax expense was included in the $0.7 million of income tax benefit.

NET LOSS ATTRIBUTABLE TO COMMON

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	14. NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and/or warrants; the dilutive impacts of potentially convertible securities are calculated using the if-converted method; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Securities that potentially have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the diluted EPS calculation. Upon the closing of the Merger Agreement with XPDI in January 2022, the Convertible Notes became convertible into common shares at the option of the holder at a conversion price equal to $8.00 per share and also began to meet the definition of a participating security. On or after the closing of the Merger, dividend payments made to equity holders of the Company are also made ratably to holders of the Convertible Notes on an as-converted basis. As a result, the Convertible Notes meet the definition of participating securities based on their respective rights to receive dividends and they are treated as a separate class of securities in computing basic EPS using the two-class method. Under the two-class method, all earnings (distributed and undistributed) are allocated to common stock and participating securities. However, undistributed losses are not allocated to the Convertible Notes under the two-class method because holders of the Convertible Notes do not have a contractual obligation to share in the losses of the Company. Diluted EPS for the Convertible Notes is calculated under both the two-class and if-converted methods, and the more dilutive amount is reported. Restricted stock awards assumed from Blockcap in July 2021 and the SPAC Vesting Shares issued as part of the XPDI Merger in January 2022 also have non-forfeitable rights to receive dividends, if declared, and meet the definition of participating securities. Because these instruments do not have a contractual obligation to share in the losses of the Company, undistributed losses are not allocated to them. As discussed in Note 1, the shares and corresponding capital amounts and earnings per share available for common stockholders prior to the Merger with XPDI have been retroactively restated as shares reflecting the exchange ratio established in the Merger. As a result of the Merger, the Company has retrospectively adjusted the weighted average number of shares of common stock outstanding prior to January 19, 2022 by multiplying them by the exchange ratio of 1.6001528688 used to determine the number of shares of Class A common stock into which they converted. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (434,792) $ (16,629) $ (1,711,471) $ (13,194) Weighted average shares outstanding - basic 354,195 236,951 318,169 184,790 Add: Dilutive share-based compensation awards — — — — Weighted average shares outstanding - diluted 354,195 236,951 318,169 184,790 Net loss per share - basic $ (1.23) $ (0.07) $ (5.38) $ (0.07) Net loss per share - diluted $ (1.23) $ (0.07) $ (5.38) $ (0.07) Pote ntially dilutive securities includes securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive and contingently issuable shares for which all necessary conditions for issuance had not been satisfied by the end of the period. Potentially dilutive securities are as follows (in common stock equivalent shares, in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 27,024 11,714 27,024 11,714 Preferred stock — 10,826 — 10,826 Warrants 18,311 6,808 18,311 6,808 Restricted stock and restricted stock units 53,996 81,449 53,996 81,449 Convertible Notes 68,126 — 68,126 — SPAC Vesting Shares 1,725 — 1,725 — Total potentially dilutive securities 169,182 110,797 169,182 110,797

SEGMENT REPORTING

SEGMENT REPORTING	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
SEGMENT REPORTING	15. SEGMENT REPORTING The Company has two operating segments: “Equipment Sales and Hosting” which consists primarily of its blockchain infrastructure and third-party hosting business and equipment sales to customers, and “Mining” consisting of digital asset mining for its own account. The blockchain hosting business generates revenue through the sale of consumption-based contracts for its hosting services which are recurring in nature. Equipment sales revenue is derived from its ability to leverage its partnership with leading equipme nt manufacturers to secure equipment in advance, which is then sold to its customers when they are unable to obtain them otherwise. The digital asset mining operation segment generates revenue from operating owned computer equipment as part of a pool of users that process transactions conducted on one or more blockchain networks. In exchange for these services, the Company receives digital assets. The primary financial measures used by the chief operating decision maker (“CODM”) to evaluate performance and allocate resources are revenue and gross profit. The CODM does not evaluate performance or allocate resources based on segment asset or liability information; accordingly, the Company has not presented a measure of assets by segment. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The Company excludes certain operating expenses and other expense from the allocations to operating segments. The following table presents revenue and gross (loss) profit by reportable segment for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equipment Sales and Hosting Segment Revenue: Hosting revenue $ 44,916 $ 20,488 $ 117,066 $ 51,742 Equipment sales 37,161 35,533 78,660 113,435 Total revenue $ 82,077 $ 56,021 $ 195,726 $ 165,177 Cost of revenue: Cost of hosting services $ 44,975 $ 19,577 $ 119,850 $ 48,956 Cost of equipment sales 27,917 24,997 63,993 82,328 Total cost of revenue $ 72,892 $ 44,574 $ 183,843 $ 131,284 Gross profit $ 9,185 $ 11,447 $ 11,883 $ 33,893 Mining Segment Revenue: Digital asset mining income $ 80,495 $ 57,118 $ 323,337 $ 77,511 Total revenue $ 80,495 $ 57,118 $ 323,337 $ 77,511 Cost of revenue: Cost of digital asset mining $ 116,756 $ 10,141 $ 279,576 $ 13,909 Total cost of revenue 116,756 10,141 279,576 13,909 Gross (loss) profit $ (36,261) $ 46,977 $ 43,761 $ 63,602 Consolidated Consolidated total revenue $ 162,572 $ 113,139 $ 519,063 $ 242,688 Consolidated cost of revenue $ 189,648 $ 54,715 $ 463,419 $ 145,193 Consolidated gross (loss) profit $ (27,076) $ 58,424 $ 55,644 $ 97,495 For the three months ended September 30, 2022 and 2021, cost of revenue included depreciati on expense of $3.3 million and $1.5 million, respectively, for the Equipment Sales and Hosting segment. For the three months ended September 30, 2022 and 2021, cost of revenue included depreciation e xpense of $61.1 million and $4.6 million, respectively for the Mining segment. For the nine months ended September 30, 2022 and 2021, cost of revenue included deprecia tion expense of $8.2 million and $5.2 million, respectively, for the Equipment Sales and Hosting segment. For the nine months ended September 30, 2022 and 2021, cost of revenue included depreciation expense of $146.8 million and $6.2 million, respectively for the Mining segment. Concentrations of Revenue and Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Credit risk with respect to accounts receivable is concentrated with a small number of customers. The Company places its cash and cash equivalents with major financial institutions, which management assesses to be of high credit quality, in order to limit the exposure to credit risk. As of September 30, 2022 and December 31, 2021, all of the Company’s fixed assets were located in the United States. For the three and nine months ended September 30, 2022, 95% and 99%, respectively, of the Company’s revenue was generated in the United States. For the three and nine months ended September 30, 2022, 50% and 62%, respectively, of the Company’s total revenue was generated from digital asset mining of bitcoin, which is subject to extreme price volatility. As of September 30, 2022 and December 31, 2021, substantially all of our digital assets were held by two third-party digital asset services. For the three and nine months ended September 30, 2022, one hosting and equipment customer accounted for 10% or more of the Company’s total revenue. For the three and nine months ended September 30, 2022 and 2021 , the concentration of hosting and equipment customers comprising 10% or more of the Company’s total revenue and Equipment Sales and Hosting segment revenue was as follows: Three Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales and Hosting segment revenue: Customer A (related party) 23 % 8 % 46 % 16 % B N/A 24 % 19 % 48 % C N/A N/A N/A 11 % Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales and Hosting segment revenue: Customer A (related party) 16 % N/A 42 % N/A B N/A 23 % 20 % 34 % C N/A 14 % N/A 21 % Blockcap 1 N/A 12 % N/A 18 % 1 Blockcap was a related party prior to July 30, 2021. Subsequent to the Blockcap acquisition on July 30, 2021, Blockcap became a consolidated subsidiary. Refer to Note 3 for further information on the Blockcap acquisition. A reconciliation of the reportable segment gross (loss) profit to loss before income taxes included in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Reportable segment gross (loss) profit $ (27,076) $ 58,424 $ 55,644 $ 97,495 Loss on legal settlement — (2,603) — (2,603) Gain from sales of digital assets 11,036 391 25,007 405 Impairment of digital assets (7,986) (12,552) (212,184) (12,552) Impairment of goodwill and other intangibles (268,512) — (1,059,265) — Impairment of property, plant and equipment (59,259) — (59,259) — Losses on exchange or disposal of property, plant and equipment — — (13,057) (17) Operating expenses: Research and development 6,192 1,586 24,305 4,231 Sales and marketing 39 932 11,675 2,186 General and administrative 43,346 36,358 174,380 46,975 Total operating expenses 49,577 38,876 210,360 53,392 Operating (loss) income (401,374) 4,784 (1,473,474) 29,336 Non-operating expenses, net: Loss on debt extinguishment — — — 8,016 Interest expense, net 25,942 13,569 74,734 26,550 Fair value adjustment on convertible notes (4,123) 8,663 186,853 8,663 Fair value adjustment on derivative warrant liabilities (521) — (32,985) — Other non-operating expenses (income), net 1,478 (4) 4,997 (2) Total non-operating expenses, net 22,776 22,228 233,599 43,227 Loss before income taxes (424,150) (17,444) (1,707,073) (13,891) Income tax expense (benefit) 10,642 (815) 4,398 (697) Net loss $ (434,792) $ (16,629) $ (1,711,471) $ (13,194)

RELATED-PARTY TRANSACTIONS

RELATED-PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED-PARTY TRANSACTIONS	16. RELATED-PARTY TRANSACTIONS In the ordinary course of business, the Company enters into various transactions with related parties. The Company has agreements to provide hosting services to various entities that are managed and invested in by individuals that are directors and executives of the Company. For the three and nine months ended September 30, 2022, the Company recognized hosting revenue from the contracts with these entities of $9.2 million and $22.7 million , respectively. For the three and nine months ended September 30, 2021 , the Company recognized hosting revenue from the contracts with these entities of $2.9 million and $13.9 million , respectively. In addition, for the three and nine months ended September 30, 2022 , the company recognized equipment sales revenue of $29.7 million and $67.3 million, respectively, from these entities. For the three and nine months ended September 30, 2021 , the company recognized equipment sales revenue of $11.7 million and $29.1 million, respectively, from these same various entities. As of September 30, 2022 an d December 31, 2021, the Company had accounts receivable of $0.9 million and $0.3 million, respectively, fro m these entities. The Company reimburses certain officers and directors of the Company for use of a personal aircraft for flights taken on Company business. F or the three and nine months ended September 30, 2022, the Company incurred reimbursements of $0.7 million and $1.8 million, respectively. For the three and nine months ended September 30, 2021, t he Company incurred reimbursements of $0.4 million and $0.6 million, respectively. As of September 30, 2022, $0.2 million was payable. A nominal amount was payable at December 31, 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	17. SUBSEQUENT EVENTS Hosting contract terminations Subsequent to September 30, 2022, the hosting contracts for three customers, (including two related-party customers) were terminated. The previously-hosted ASIC servers are expected to be removed from the Company’s data center facilities and returned to the customers by the end of 2022. For all three customers in the aggregate, the Company recorded total hosting revenue for the three and nine month ended September 30, 2022 of $7.3 million and $16.3 million, respectively, of which $5.1 million and $11.7 million, respectively, was hosting revenue from related parties. Equity line of credit transactions Subsequent to September 30, 2022 , the Company issued 6.0 million shares under the Equity Line of Credit for a total sales price to B. Riley of $7.9 million . In addition, the Company received $1.1 million of proceeds due from B. Riley that had been recorded within prepaid expenses and other current assets on the Consolidated Balance Sheets as of September 30, 2022. As of the date of this report, 56.9 million shares of Common Stock were available to be issued under the Equity Line of Credit.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included as an exhibit to the amendment to the Current Report on Form 8-K/A, which was filed with the SEC on March 31, 2022. Going Concern The consolidated financial statements have been prepared on a going concern basis. For the three months ended September 30, 2022, the Company generated a net loss of $434.8 million and used cash in operating activities of $52.1 million. The Company had unrestricted cash and cash equivalents of $29.5 million as of September 30, 2022 compared to $128.5 million as of June 30, 2022. The decrease in cash and cash equivalents for the three months ended September 30, 2022 primarily reflected $52.1 million of cash used in operating activities (including $15.5 million of interest payments on debt), $5.7 million of cash used in investing activities (including $5.2 million of purchases of property, plant and equipment) and $45.1 million of cash used in financing activities (including $49.5 million of principal payments on debt). The Company has historically generated cash primarily from the issuance of common stock and debt, through sales of digital currency assets received as digital asset mining revenue and from operations through contracts with customers. During the three months ended September 30, 2022, the average price of bitcoin declined to $21,324 compared to $32,502 for the three months ended June 30, 2022, which reduced digital asset mining revenue to $80.5 million for the three months ended September 30, 2022 as compared to $109.8 million for the three months ended June 30, 2022. At the same time the Company’s power costs in its Mining Segment increased to $47.1 million for the three months ended September 30, 2022 as compared to $32.2 million for the three months ended June 30, 2022, reflecting increases in both power usage and power rates. These factors contributed to the Company’s gross loss of $27.1 million for the three months ended September 30, 2022 as compared to a gross profit of $12.7 million for the three months ended June 30, 2022. Additionally, during the nine months ended September 30, 2022 the Company had $217.7 million of deposits paid for blockchain computing equipment and $243.8 million paid for purchases of property, plant and equipment used towards construction projects which has contributed to the Company’s significant indebtedness, including notes payable with a carrying value of $977.6 million as of September 30, 2022 and finance lease liabilities with a carrying value of $73.0 million as of September 30, 2022. In addition, as discussed in Note 10, in July 2022, one of the Company’s largest customers filed for voluntary relief under chapter 11 of the United States Bankruptcy Code. As a result of these and other factors, the Company will require additional liquidity to continue its operations through November 2023. However, the ability to raise funds through financing and capital market transactions is subject to many risks and uncertainties and current market conditions have reduced the availability of these capital and liquidity sources. The Company anticipates that existing cash resources will be depleted by the end of 2022 or sooner. Given the uncertainty regarding the Company’s financial condition, substantial doubt exists about the Company’s ability to continue as a going concern through November 2023. Management has been actively taking steps to decrease operating costs, eliminate and delay construction expenses, reduce and delay capital expenditures and increase hosting revenues. In addition, in October 2022 the Company determined not to make certain payments with respect to several of its debt facilities, equipment financing facilities and leases and other financings, including its two bridge promissory notes. As a result, the creditors under these debt facilities may exercise remedies following any applicable grace periods, including electing to accelerate the principal amount of such debt, suing the Company for nonpayment, increasing interest rates to default rates, or taking action with respect to collateral, where applicable. The Company does not believe that it was in default under any of its debt agreements as of September 30, 2022. In light of the foregoing, the Company is in the process of exploring a number of potential strategic alternatives with respect to the Company’s capital structure, including hiring strategic advisers, raising additional capital or restructuring its existing capital structure. Specifically, the Company has engaged Weil, Gotshal & Manges LLP, as legal advisers, and PJT Partners LP, as financial advisers, to assist the Company in analyzing and evaluating potential strategic alternatives and initiatives to improve liquidity. The Company and its advisers have begun to engage in discussions with certain of its creditors regarding these initiatives. The Company expects these activities will continue and intensify. Among possible alternatives, the Company may explore liability management transactions, including exchanging its existing debt for equity or additional debt, which transactions may be dilutive to holders of the Company’s common stock. These discussions may not result in any agreement on commercially acceptable terms or at all. Furthermore, the Company may seek alternative sources of equity or debt financing, evaluate potential asset sales, and potentially could seek relief under the applicable bankruptcy or insolvency laws. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
Use of Estimates	Use of Estimates The consolidated assets, liabilities and results of operations prior to the reverse recapitalization are those of Core Scientific Holding Co. The outstanding shares and corresponding capital amounts, and losses per share, prior to the reverse recapitalization, have been retroactively adjusted in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations . The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Some of the more significant estimates include assumptions used to estimate its ability to continue as a going concern, the valuation of the Company’s common shares and the determination of the grant date fair value of stock-based compensation awards for periods prior to the Merger, the valuation of goodwill, intangibles and property, plant and equipment, the fair value of convertible debt, acquisition purchase price accounting, and income taxes. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from management’s estimates.
Cash and Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of acquisition. As of September 30, 2022 and December 31, 2021, cash equivalents included $2.1 million and $100.0 million of highly liquid money market funds, respectively, which are classified as Level 1 within the fair value hierarchy. Restricted cash consists of cash held in escrow to pay for construction and development activities.
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net Property, plant and equipment includes land, buildings and improvements for datacenter facilities and leasehold improvements for the Company’s corporate headquarters. Property and equipment consists of computer, mining, network, electrical and other equipment, including right-of-use assets under finance leases. Property, plant and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized at cost and amortized over the shorter of their estimated useful lives or the lease term. Property, plant and equipment, net included construction in progress of $161.5 million and $42.6 million as of September 30, 2022 and December 31, 2021, respectively. Subsequent to January 1, 2022, future obligations related to finance leases are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion in the Company’s Consolidated Balance Sheets. Finance lease right-of-use assets are included within Property and equipment, net on our Consolidated Balance Sheets. Depreciation expense, including amortization of right-of-use assets held under finance leases, is primarily included in cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Prior to January 1, 2022, future obligations related to capital leases accounted for under ASC 840, Leases, are presented as Finance lease liabilities, current portion and Finance lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets. Capital lease assets for those periods are included within Property and equipment, net on our Consolidated Balance Sheets. Amortization of capital lease assets for periods prior to January 1, 2022 is primarily included in cost of revenue in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Self-mining computer equipment that is subsequently contracted for sale to customers is valued at the lower of cost or net realizable value, with any write-down recognized as cost of equipment sales in the Company’s Consolidated Statements of Operations.
Long-Lived Asset Impairments	Long-Lived Asset Impairments The Company tests long-lived asset groups for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Long-lived assets include property, plant and equipment and intangible assets subject to amortization. A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the estimated fair value of the asset. This evaluation is performed at the lowest level for which separately identifiable cash flows exist, which for the Company is the hosting and mining gross margins it earns at each of its data center facility sites. Long-lived assets to be disposed of are reported at the lower of the carrying amount or estimated fair value less costs to sell. During the three months ended September 30, 2022, the Company’s operating performance and liquidity continued to be severely impacted by the prolonged decrease in the price of bitcoin, the increase in electricity costs, the increase in the global bitcoin network hash rate and an increase in additional operating costs related to these factors. Additionally, primary and secondary market prices for ASIC miners of the type used by the Company in its business operations have decreased significantly from previous levels, including those acquired earlier in 2022. Accordingly, the Company evaluated whether the estimated future undiscounted cash flows from the operation of its data center facilities would recover the carrying value of the property, plant and equipment located at the sites and used in site operations, including the Company’s deployed mining equipment. Based on this evaluation, the Company determined that the carrying value of the property, plant and equipment at the Cedarvale, TX facility site may no longer be fully recoverable by the cash flows of the site. The Company measured the amount of impairment at the Cedarvale, TX facility site as the difference between the carrying amount of the site asset group of $119.8 million and the estimated fair value of the site asset group of $60.5 million, resulting in an impairment of the facility site’s property, plant and equipment of $59.3 million for both the three and nine months ended September 30, 2022. The Company’s analysis involved the use of a combination and corroboration of cost and market approaches. The cost approach has been used to estimate the fair value of buildings, improvements, electrical equipment and other tangible assets used in combination with other assets. Significant assumptions used in the cost approach include reproduction and replacement costs, useful service live, and orderly liquidation values. The cost approach utilizes useful service life and other estimates developed by the Company to determine fair value, which are unobservable Level 3 inputs. The market approach has been used to estimate the fair value of the Company’s ASIC miners, network equipment, and real estate, and to corroborate certain estimates using the cost approach. Valuations using the market approach are derived from manufacturer and secondary market pricing sources and, when available, comparable secondary market transactions. Significant judgment in using the market approach includes the selection of comparable assets based on ASIC model efficiency and hash rate, a selection of and modifications to transactions according to comparable use, size, geography and other traits, and the use of broker indications of relative market price metrics. The market approach utilizes comparable use, relative efficiency and other estimates developed by the Company to determine fair value, which are unobservable Level 3 inputs. Unobservable Level 3 inputs are used to measure fair value to the extent that relevant observable inputs are not available. The Company developed its estimates using the best information available at the time. Changes in management’s estimates or any of its other assumptions used in its analysis could result in a different conclusion. Continued elevated power costs, continued increases in the bitcoin network hash rate and a continuing depression or further decrease of bitcoin’s value in the market could result in further impairment of the Company’s property, plant and equipment.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s Consolidated Statements of Operations and presented as fair value adjustment on derivative warrant liabilities. The initial and subsequent estimated fair value of both the Public Warrants and Private Placement Warrants was based on the listed price in an active market for the Public Warrants.
Recently Adopted Accounting Standard and Accounting Pronouncements not yet adopted	Recently Adopted Accounting Standards Simplifying Income Taxes In December 2019 , the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 , Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, the requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, the evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The standard was applied on a prospective basis beginning January 1, 2022 and the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases-(Topic 842) . Under this new guidance, lessees are required to recognize for all leases (with the exception of short-term leases): 1) a lease liability equal to the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and 2) a right-of-use asset which will represent the lessee’s right to use, or control the use of, a specified asset for the lease term (“ROU asset”). The Company adopted Topic 842 effective for the Company’s annual and interim reporting periods beginning January 1, 2022. The adoption of Topic 842 required the Company to recognize non-current assets and liabilities for right-of-use assets and operating lease liabilities on its Consolidated Balance Sheet, but it did not have a material effect on the Company’s results of operations or cash flows. Topic 842 also requires additional footnote disclosures to the Company’s consolidated financial statements. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as the date of initial application. Consequently, financial information has not been updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. The Company has elected the ‘package of practical expedients’, which permits the Company not to reassess prior conclusions about lease identification, lease classification and initial direct costs under the new standard. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The new standard also provides practical expedients for the Company’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company does not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company has not elected to apply the practical expedient to not separate lease and non-lease components for the Company’s leases as of the transition date of January 1, 2022 but may apply the practical expedient prospectively to certain asset classes. The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows (in thousands): January 1, 2022 Beginning Balance Cumulative Effect Adjustment Beginning Balance, As Adjusted Assets Prepaid expenses and other current assets $ 30,111 $ (453) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ 188 $ 68,050 Other noncurrent liabilities $ 18,531 $ 1,173 $ 19,704 The most significant judgments and impacts upon adoption of the standard include the following: • We recognized right-of-use assets and operating lease liabilities for operating leases that have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right-of-use asset for operating leases is based on the lease liability adjusted for the reclassification of certain balance sheet amounts such as prepaid rent. Deferred and prepaid rent are no longer presented separately but are included in the balance of operating lease right-of-use assets. • In determining the discount rate used to measure the right-of-use asset and lease liability, rates implicit in the leases were not readily available and therefore we used an estimate of our incremental borrowing rate. Our incremental borrowing rate was based on an estimated secured rate with reference to recent borrowings of similar collateral and tenure. • Certain line items in the Consolidated Balance Sheets have been renamed to align with the new terminology presented in the new lease standard; “Capital lease obligations, current portion” and “Capital lease obligations, net of current portion” are now presented as “Finance lease liabilities, current portion” and “Finance lease liabilities, net of current portion” on the Consolidated Balance Sheets, respectively. • Upon adoption on January 1, 2022, Operating lease right-of-use assets of $6.7 million were recorded in Other noncurrent assets In addition, upon adoption on January 1, 2022, the current portion of operating lease liabilities of $0.2 million were recorded in Accrued expenses and other and the noncurrent portion of operating lease liabilities of $1.2 million were recorded within Other noncurrent liabilities on the Consolidated Balance Sheets. Accounting Standards not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Measurement of Credit Losses on Financial Instruments , which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update will be effective for the Company with the annual reporting period beginning January 1, 2023, including interim periods within that reporting period. Should the company lose its status as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and its status as a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, prior to this adoption date, the standard would be applicable in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Early adoption is permitted. The Company is currently evaluating the impacts the adoption of this standard will have on the consolidated financial statements.
Fair Value Measurements	The Company measures certain assets and liabilities at fair value on a recurring or non-recurring basis in certain circumstances. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company uses observable market data when determining fair value whenever possible and relies on unobservable inputs only when observable market data is not available. Recurring fair value measurements The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815, Derivatives and Hedging . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s Consolidated Statements of Operations. The initial and subsequent fair value estimates of the Public Warrants and Private Placement Warrants are based on the listed price in an active market for such warrants. The Company has elected to measure its Convertible Notes at fair value on a recurring basis because the Company believes it better reflects the underlying economics of the Convertible Notes, which contain multiple embedded derivative features. The fair value of the Company’s convertible notes payable is determined using a market approach based on observable market prices for similar securities when available. Prior to the three months ended June 30, 2022, when observable market data was not available, the Company used an as-converted value plus risk put option model that included certain unobservable inputs that were significant to the fair value measurement such as probability of a financing event occurring (e.g., a SPAC merger or qualified financing), expected term, volatility and the negotiation discount. The fair value of the Secured Convertible Notes considered the minimum payoff at maturity of two times the face value of the note plus accrued interest, as well as the opportunity for appreciation if the value of the Company's stock increased 60% or more relative to the pricing at the financing event (since the conversion price is set at 80% of the stock price at the financing event, a stock price appreciation of 60% would match the minimum payoff of two times the face value plus accrued interest). The fair value of the other Convertible Notes considered the minimum payoff at maturity of one times the face value of the note plus accrued interest, as well as the opportunity for appreciation if the value of the Company's stock were to fall no more than 20% relative to the pricing at the financing event (since the conversion price is set at 80% of the stock price at the financing event, a stock price decline of 20% would match the minimum payoff of one times the face value plus accrued interest). Upon the closing of the Merger Agreement with XPDI in January 2022, the conversion price for the Convertible Notes became fixed at 80% of the financing price ($8.00 per share of common stock) and the holders now have the right to convert at any time until maturity. Due to the occurrence of the SPAC merger and the subsequent significant decline in the Company’s stock price below the conversion price, the fair value of the Company’s convertible notes beginning with the three months ended June 30, 2022 was determined using a discounted cash flow model that considers the principal and interest payments, including the minimum payoff at maturity of two times the face value of the note plus accrued interest for the Secured Convertible Notes and the value of the call option that includes certain unobservable inputs that may be significant to the fair value measurement such as expected term and volatility of the call option. Volatility is an input into the call option model that measures the variability in possible returns for the convertible notes based on how much the price of underlying shares change in value over time. An increase in volatility, in isolation, would generally result in an increase in the fair value measurement of the convertible notes. The increase or decrease in the fair value of the convertible notes resulting from changes to the expected term or volatility assumptions are not interrelated. The Company presents separately in other comprehensive income (loss) the portion of the total change in the fair value of the convertible notes that resulted from a change in the instrument-specific credit risk on the convertible notes. The amount of change in the fair value attributable to instrument-specific credit risk is determined by comparing the amount of the total change in fair value to the amount of change in fair value that would have occurred if the Company’s credit risk had not changed during the period as reflected in the discount rates applied to the debt and risk put option. Nonrecurring fair value measurements The Company’s non-financial assets, including digital assets, property, plant and equipment, goodwill and intangible assets are measured at estimated fair value on a nonrecurring basis. These assets are adjusted to fair value only when an impairment is recognized, or the underlying asset is held for sale. Refer to the discussion of digital assets below for more information regarding fair value considerations when measuring the impairment of digital assets held. Digital assets Fair value of financial instruments The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, net, accounts payable, notes payable and certain accrued expenses and other liabilities. The carrying amount of these financial instruments, other than notes payable discussed below, approximates fair value due to the short-term nature of these instruments.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Cash Cash Equivalents and Restricted Cash	The following table provides a reconciliation of the amount of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the total of the same amount shown in the Consolidated Statements of Cash Flows (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 29,546 $ 117,871 Restricted cash 8,098 13,807 Total cash, cash equivalents and restricted cash $ 37,644 $ 131,678
Schedule of Accounting Standards Update	The cumulative effect of initially applying the new lease standard on January 1, 2022 is as follows (in thousands): January 1, 2022 Beginning Balance Cumulative Effect Adjustment Beginning Balance, As Adjusted Assets Prepaid expenses and other current assets $ 30,111 $ (453) $ 29,658 Other noncurrent assets $ 21,045 $ 1,814 $ 22,859 Liabilities Accrued expenses and other $ 67,862 $ 188 $ 68,050 Other noncurrent liabilities $ 18,531 $ 1,173 $ 19,704

ACQUISITIONS, DISPOSITIONS AN_2

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the fair values for each major class of assets acquired and liabilities assumed at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning estimated values to certain acquired assets and assumed liabilities. Amounts initially disclosed for the estimated values of certain acquired assets and liabilities assumed were adjusted through September 30, 2022 based on information arising after the initial preliminary valuation. Purchase Price Allocation Consideration: (in thousands) 113.9 million common shares valued at $10.11 per share 1,2 $ 1,151,985 Fair value of replaced Blockcap share-based payments attributable to pre-combination service 3 21,768 Settlement of Blockcap debt 4 25,607 Settlement of preexisting contracts 5 (60,522) Total Consideration $ 1,138,838 Fair value of assets acquired, and liabilities assumed: Cash and cash equivalents $ 704 Digital assets-Bitcoin 73,304 Digital assets-Ethereum 365 Digital assets-Bitcoin cash 8 Digital assets-Siacoin 554 Digital assets-Other 3,329 Other current assets 633 Intangible assets, net 2,925 Property, plant and equipment, net 98,965 Other noncurrent assets 1,293 Total assets acquired $ 182,080 Accounts payable 492 Accrued expenses and other 22,647 Deferred revenue 414 Other current liabilities 7,204 Deferred tax liability 9,003 Total liabilities assumed $ 39,760 Total identifiable net assets $ 142,320 Goodwill on acquisition $ 996,518 1 113.9 million common shares represent the equivalent Core Scientific common shares issued to Blockcap shareholders as consideration for the purchase. 2 The price per share of our common shares was estimated to be $10.11. As the Core Scientific common shares were not listed on a public marketplace, the calculation of the fair value of the common shares was subject to a greater degree of estimation. Given the absence of a public market, an estimate of the fair value of the common shares was required at the time of the Blockcap acquisition. Objective and subjective factors were considered in determining the estimated fair value and because there was no active trading of the Core Scientific equity shares on an established securities market, an independent valuation specialist was engaged. The valuation was determined by weighting the outcomes of scenarios estimating share value based on both public company valuations and private company valuations. Both a market approach and common stock equivalency model were used to determine a range of outcomes, which were weighted based on probability to determine the result. 3 Reflects the estimated fair value of replaced Blockcap share-based payments allocated to purchase price based on the proportion of service related to the pre-combination period 4 Reflects the fair value of loans issued by the Company in July 2021 that were effectively used to settle debt that had previously been held by Blockcap. Refer to Note 6 for further discussion of the debt issuance. 5 Blockcap had preexisting hosting and equipment contracts with the Company that were effectively settled by the Company’s acquisition of Blockcap. As a result, the consideration transferred to Blockcap has been adjusted by the deferred revenue balances that were settled at the time of acquisition.

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	The following table provides the reconciliation of the carrying amount of goodwill by segment at the beginning and end of the reporting period (in thousands): Equipment Sales and Hosting Segment Mining Segment Total Goodwill Balance as of December 31, 2021 $ 58,241 $ 997,519 $ 1,055,760 Subsequent measurement period adjustment — (1,000) (1,000) Impairment of goodwill (58,241) (996,519) (1,054,760) Balance as of September 30, 2022 $ — $ — $ —

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable as of September 30, 2022 and December 31, 2021 consist of the following (in thousands): September 30 December 31 Kentucky note $ 657 $ 1,032 Genesis loan — 552 NYDIG loan 38,781 67,435 Stockholder loan 10,000 10,000 Trinity loan 24,067 19,641 Bremer loan 19,232 15,066 Blockfi loan 53,913 60,000 Anchor Labs loan 26,500 — Mass Mutual Barings loans 63,845 — B. Riley Bridge Notes 52,125 — Liberty loan 7,401 — Secured Convertible Notes 1 230,931 220,871 Other Convertible Notes 2 313,381 301,226 Other 1,866 663 Total 842,699 696,486 Unamortized discount and debt issuance costs (3,618) (3,187) Fair value adjustment on convertible notes 138,519 34,910 Total notes payable, net $ 977,600 $ 728,209 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. The minimum payoff at maturity related to the principal balance was $461.9 million on September 30, 2022. The minimum payoff at maturity related to the principal balance was $441.7 million on December 31, 2021. 2 Other Convertible Notes which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest.
Schedule of Fair Value Adjustments and Debt Issuance Costs	The following summarizes the fair value adjustments and debt issuance costs recognized on the convertible notes (in thousands): Financial statement line item Three Months Ended Nine Months Ended Cash interest payments Interest expense, net $ 5,488 $ 16,070 Payment-in-kind (PIK) interest Interest expense, net 8,232 24,115 Instrument-specific credit risk Other comprehensive income, net of income taxes (47,832) (83,578) Other fair value adjustments Fair value adjustment on convertible notes (4,123) 186,853 Total fair value adjustments $ (38,235) $ 143,460 Financial statement line item Three Months Ended Nine Months Ended Cash interest payments Interest expense, net $ 3,130 $ 4,850 Payment-in-kind (PIK) interest Interest expense, net 4,694 7,274 Instrument-specific credit risk Other comprehensive loss, net of income taxes 8,552 8,552 Other fair value adjustments Fair value adjustment on convertible notes 8,663 8,663 Total fair value adjustments $ 25,039 $ 29,339 Debt issuance costs Interest expense, net $ 5,083 $ 10,664

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Convertible Notes	The following presents the levels of the fair value hierarchy for the Company's derivative warrant liabilities and the Convertible Notes by issuance date measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Derivative warrant liabilities: Public Warrants $ — $ 3,062 $ — $ — $ 3,062 Private Placement Warrants — — 2,225 — 2,225 Total derivative warrant liabilities — 3,062 2,225 — 5,287 Convertible notes: April 19, 2021 1 $ 95,595 $ — $ — $ 162,797 $ 162,797 April 21, 2021 1 5,370 — — 9,146 9,146 April 23, 2021 1 48,334 — — 82,313 82,313 April 26, 2021 1 81,632 — — 139,017 139,017 August 20, 2021 2 52,902 — — 46,306 46,306 September 10, 2021 2 15,792 — — 14,248 14,248 September 23, 2021 2 78,989 — — 71,269 71,269 September 24, 2021 2 62,749 — — 56,616 56,616 September 27, 2021 2 2,064 — — 1,863 1,863 October 1, 2021 2 90,615 — — 81,758 81,758 November 10, 2021 2 10,270 — — 9,266 9,266 Accrued PIK interest 1,2,3 — — — 8,232 8,232 Total convertible notes 544,312 — — 682,831 682,831 Total liabilities measured at fair value on a recurring basis $ 544,312 $ 3,062 $ 2,225 $ 682,831 $ 688,118 December 31, 2021 Fair value hierarchy Principal Level 1 Level 2 Level 3 Fair value Convertible notes: April 19, 2021 1 $ 91,430 $ — $ — $ 101,078 $ 101,078 April 21, 2021 1 5,137 — — 5,674 5,674 April 23, 2021 1 46,229 — — 51,062 51,062 April 26, 2021 1 78,075 — — 86,165 86,165 August 20, 2021 2 50,597 — — 50,941 50,941 September 10, 2021 2 16,110 — — 16,472 16,472 September 23, 2021 2 76,051 — — 77,559 77,559 September 24, 2021 2 60,016 — — 61,179 61,179 September 27, 2021 2 1,974 — — 2,012 2,012 October 1, 2021 2 86,655 — — 87,150 87,150 November 10, 2021 2 9,823 — — 9,819 9,819 Accrued PIK interest 1,2,4 — — — 7,896 7,896 Total convertible notes $ 522,097 $ — $ — $ 557,007 $ 557,007 1 Secured Convertible Notes (includes principal balance at issuance and PIK interest) which considers the minimum payoff at maturity of two times the face value of the note plus accrued interest. 2 Other Convertible Notes (other than the Secured Convertible notes) which considers the minimum payoff at maturity of one times the face value of the note plus accrued interest. 3 Represents PIK interest accrued as of September 30, 2022 which will be recorded as additional principal for each respective convertible note on October 1, 2022. 4 Represents PIK interest accrued as of December 31, 2021 which will be recorded as additional principal for each respective convertible note on January 1, 2022. The following presents a rollforward of the activity for the Convertible Notes measured at fair value on a recurring basis using level 3 inputs as of September 30, 2022 (in thousands): Convertible Notes Balance at December 31, 2021 $ 557,007 Issuances (including PIK principal recorded) 7,896 Settlements (including interest payments, PIK principal recorded and conversions) (13,123) Unrealized losses 371,951 Balance at March 31, 2022 923,731 Issuances (including PIK principal recorded) 7,851 Settlements (including interest payments, PIK principal recorded and conversions) (14,772) Unrealized gains (190,256) Balance at June 30, 2022 726,554 Issuances (including PIK principal recorded) 8,031 Settlements (including interest payments, PIK principal recorded and conversions) (13,519) Unrealized gains (38,235) Balance at September 30, 2022 $ 682,831
Schedule of Convertible Debt Fair Value Measurement Input	The following presents significant Level 3 unobservable inputs used to measure the fair value of certain convertible notes as of September 30, 2022 (dollars in thousands): Fair value Unobservable Input Low High Weighted Average 1 Convertible Notes $ 682,831 Expected term (years) 2.55 2.55 2.55 Volatility 69.5 % 69.5 % 69.5 %
Schedule of Digital Currency Assets	Digital assets are available for use, if needed, for current operations and are classified as current assets on the Consolidated Balance Sheets, the details of which are presented below (in thousands). September 30 December 31 Bitcoin (BTC) $ 19,619 $ 224,843 Ethereum (ETH) 22 4,665 Polygon (MATIC) — 1,085 Siacoin (SC) — 803 Dai (DAI) — 1,353 Other 22 1,549 Total digital assets $ 19,663 $ 234,298

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of Assets and Liabilities	The components of operating and finance leases are presented on the Company’s Consolidated Balance Sheets as follows (in thousands): Financial statement line item September 30, 2022 Assets: Operating lease right-of-use assets Other noncurrent assets $ 20,926 Finance lease right-of-use assets Property, plant and equipment, net $ 88,042 Liabilities: Operating lease liabilities, Accrued expenses and other $ 849 Operating lease liabilities, net Other noncurrent liabilities $ 14,594 Finance lease liabilities, current portion Finance lease liabilities, current portion $ 73,045 Finance lease liabilities, net of Finance lease liabilities, net of current portion $ —
Schedule of Lease Cost	The components of lease expense were as follows (in thousands): Financial statement line item Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Operating lease expense General and administrative expenses $ 589 $ 898 Short-term lease expense General and administrative expenses 195 671 Finance lease expense: Amortization of right-of-use assets Cost of revenue 9,040 27,563 Interest on lease liabilities Interest expense, net 2,278 6,617 Total finance lease expense 11,318 34,180 Total lease expense $ 12,102 $ 35,749 Information relating to the lease term and discount rate is as follows: September 30, 2022 Weighted Average Remaining Lease Term (Years) Operating leases 10.7 Finance leases 2.3 Weighted Average Discount Rate Operating leases 6.5 % Finance leases 12.7 %
Schedule of Supplemental Cash Flow Information	The following table summarizes the Company’s supplemental cash flow information (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Lease Payments Operating lease payments $ 272 $ 474 Finance lease payments $ 6,760 $ 34,287 Supplemental Noncash Information Operating lease right-of-use assets obtained in exchange for lease obligations 1 $ 14,195 $ 21,574 Finance lease right-of-use assets obtained in exchange for lease obligations $ — $ 10,557 Increase in finance lease right-of-use assets as a result of lease modification $ 693 $ 693 1 Includes operating lease right-of-use assets of $6.7 million that were recorded upon adoption of Topic 842 on January 1, 2022. Refer to Note 2 for further information.
Schedule of Operating Lease Liability, Maturity	The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at September 30, 2022, and thereafter (in thousands): Operating leases Finance leases Remaining 2022 $ 332 $ 5,533 2023 2,082 38,518 2024 1,810 36,497 2025 1,866 4,509 2026 1,924 3 2027 1,985 — Thereafter 12,037 — Total lease payments 22,036 85,060 Less: imputed interest 6,593 12,015 Total $ 15,443 $ 73,045
Schedule of Finance Lease Liability, Maturity	The Company’s minimum payments under noncancelable operating and finance leases having initial terms and bargain renewal periods in excess of one year are as follows at September 30, 2022, and thereafter (in thousands): Operating leases Finance leases Remaining 2022 $ 332 $ 5,533 2023 2,082 38,518 2024 1,810 36,497 2025 1,866 4,509 2026 1,924 3 2027 1,985 — Thereafter 12,037 — Total lease payments 22,036 85,060 Less: imputed interest 6,593 12,015 Total $ 15,443 $ 73,045

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Schedule of Share-based Compensation Arrangements by Share-based Payment Award	Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 is included in the Company’s Consolidated Statements of Operations and Comprehensive Loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 4,366 $ — $ 23,287 $ — Research and development 5,210 — 20,269 — Sales and marketing (720) — 8,870 — General and administrative 1,2 20,897 28,288 114,122 31,012 Total stock-based compensation expense 1,2 $ 29,753 $ 28,288 $ 166,548 $ 31,012 1 Includes $(0.1) million and $0.6 million that was recorded as an adjustment to accrued expenses and other within total current liabilities during the three and nine months ended September 30, 2022, respectively.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Schedule of Income Expense (Benefit) and Effective Income Tax Rate	The income tax expense (benefit) and effective income tax rate for the three and nine months ended September 30, 2022 and 2021 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands, except percentages) Income tax expense (benefit) $ 10,642 $ (815) $ 4,398 $ (697) Effective income tax rate (2.5) % 4.7 % (0.3) % 5.0 %

NET LOSS ATTRIBUTABLE TO COMM_2

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ (434,792) $ (16,629) $ (1,711,471) $ (13,194) Weighted average shares outstanding - basic 354,195 236,951 318,169 184,790 Add: Dilutive share-based compensation awards — — — — Weighted average shares outstanding - diluted 354,195 236,951 318,169 184,790 Net loss per share - basic $ (1.23) $ (0.07) $ (5.38) $ (0.07) Net loss per share - diluted $ (1.23) $ (0.07) $ (5.38) $ (0.07)
Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share	Pote ntially dilutive securities includes securities not included in the calculation of diluted net loss per share because to do so would be anti-dilutive and contingently issuable shares for which all necessary conditions for issuance had not been satisfied by the end of the period. Potentially dilutive securities are as follows (in common stock equivalent shares, in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 27,024 11,714 27,024 11,714 Preferred stock — 10,826 — 10,826 Warrants 18,311 6,808 18,311 6,808 Restricted stock and restricted stock units 53,996 81,449 53,996 81,449 Convertible Notes 68,126 — 68,126 — SPAC Vesting Shares 1,725 — 1,725 — Total potentially dilutive securities 169,182 110,797 169,182 110,797

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Schedule of Revenue and Gross Profit by Reporting Segment	The following table presents revenue and gross (loss) profit by reportable segment for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equipment Sales and Hosting Segment Revenue: Hosting revenue $ 44,916 $ 20,488 $ 117,066 $ 51,742 Equipment sales 37,161 35,533 78,660 113,435 Total revenue $ 82,077 $ 56,021 $ 195,726 $ 165,177 Cost of revenue: Cost of hosting services $ 44,975 $ 19,577 $ 119,850 $ 48,956 Cost of equipment sales 27,917 24,997 63,993 82,328 Total cost of revenue $ 72,892 $ 44,574 $ 183,843 $ 131,284 Gross profit $ 9,185 $ 11,447 $ 11,883 $ 33,893 Mining Segment Revenue: Digital asset mining income $ 80,495 $ 57,118 $ 323,337 $ 77,511 Total revenue $ 80,495 $ 57,118 $ 323,337 $ 77,511 Cost of revenue: Cost of digital asset mining $ 116,756 $ 10,141 $ 279,576 $ 13,909 Total cost of revenue 116,756 10,141 279,576 13,909 Gross (loss) profit $ (36,261) $ 46,977 $ 43,761 $ 63,602 Consolidated Consolidated total revenue $ 162,572 $ 113,139 $ 519,063 $ 242,688 Consolidated cost of revenue $ 189,648 $ 54,715 $ 463,419 $ 145,193 Consolidated gross (loss) profit $ (27,076) $ 58,424 $ 55,644 $ 97,495
Schedules of Customer Concentration Risk	For the three and nine months ended September 30, 2022, one hosting and equipment customer accounted for 10% or more of the Company’s total revenue. For the three and nine months ended September 30, 2022 and 2021 , the concentration of hosting and equipment customers comprising 10% or more of the Company’s total revenue and Equipment Sales and Hosting segment revenue was as follows: Three Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales and Hosting segment revenue: Customer A (related party) 23 % 8 % 46 % 16 % B N/A 24 % 19 % 48 % C N/A N/A N/A 11 % Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Percent of total revenue: Percent of Equipment Sales and Hosting segment revenue: Customer A (related party) 16 % N/A 42 % N/A B N/A 23 % 20 % 34 % C N/A 14 % N/A 21 % Blockcap 1 N/A 12 % N/A 18 %
Reconciliation of Reportable Segment Gross Profit to Loss Before Income Taxes	A reconciliation of the reportable segment gross (loss) profit to loss before income taxes included in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Reportable segment gross (loss) profit $ (27,076) $ 58,424 $ 55,644 $ 97,495 Loss on legal settlement — (2,603) — (2,603) Gain from sales of digital assets 11,036 391 25,007 405 Impairment of digital assets (7,986) (12,552) (212,184) (12,552) Impairment of goodwill and other intangibles (268,512) — (1,059,265) — Impairment of property, plant and equipment (59,259) — (59,259) — Losses on exchange or disposal of property, plant and equipment — — (13,057) (17) Operating expenses: Research and development 6,192 1,586 24,305 4,231 Sales and marketing 39 932 11,675 2,186 General and administrative 43,346 36,358 174,380 46,975 Total operating expenses 49,577 38,876 210,360 53,392 Operating (loss) income (401,374) 4,784 (1,473,474) 29,336 Non-operating expenses, net: Loss on debt extinguishment — — — 8,016 Interest expense, net 25,942 13,569 74,734 26,550 Fair value adjustment on convertible notes (4,123) 8,663 186,853 8,663 Fair value adjustment on derivative warrant liabilities (521) — (32,985) — Other non-operating expenses (income), net 1,478 (4) 4,997 (2) Total non-operating expenses, net 22,776 22,228 233,599 43,227 Loss before income taxes (424,150) (17,444) (1,707,073) (13,891) Income tax expense (benefit) 10,642 (815) 4,398 (697) Net loss $ (434,792) $ (16,629) $ (1,711,471) $ (13,194)

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) $ / shares in Units, shares in Thousands, $ in Thousands		9 Months Ended	12 Months Ended
	Jan. 18, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 19, 2022 USD ($) $ / shares shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.00001
Common stock, exchange ratio				1.6001528688
Common stock, shares outstanding (in shares) | shares		364,710	271,576
Proceeds from transactions | $				$ 221,600
Proceeds from transactions, net of transaction expenses | $				$ 195,000
Reverse recapitalization, transaction costs | $		$ 7,900	$ 18,600
Capitalized transaction costs, noncurrent | $			10,700
Costs attributable to issuance of common stock and equity instruments - Merger with XPDI | $		(16,642)	$ 16,600
Transaction costs allocated to liability-classified instruments | $		$ 2,000
Contingently redeemable preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
SPAC vesting shares (in shares) | shares	1,700
Volume weighted average price (in dollars per share) | $ / shares	$ 12.50
Vesting terms, threshold number of trading days	20 days
Vesting terms, threshold number of consecutive trading days	30 days
Threshold period after the Closing Date	5 years
Warrants outstanding (in shares) | shares		14,900
Public Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares) | shares		8,600
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares) | shares		6,300
Conversion of Series A Preferred Stock to Common Stock
Class of Stock [Line Items]
Recapitalization transaction, conversion ratio	1
Conversion of Series B Preferred Stock to Common Stock
Class of Stock [Line Items]
Recapitalization transaction, conversion ratio	1
Conversion of XPDI's Common Stock to New Core Common Stock
Class of Stock [Line Items]
Recapitalization transaction, conversion ratio	1
Conversion of XPDI Class B Common Stock to New Core Common Stock
Class of Stock [Line Items]
Recapitalization transaction, conversion ratio	1
Former Core Scientific Stockholders
Class of Stock [Line Items]
Percent of ownership after transaction				0.907
Former XPDI Public Stockholders
Class of Stock [Line Items]
Percent of ownership after transaction				0.067
XPDI Sponsor
Class of Stock [Line Items]
Percent of ownership after transaction				0.026
XPDI
Class of Stock [Line Items]
Stock redeemed (in shares) | shares	12,300
Share redemption price (in dollars per share) | $ / shares				$ 10
Stock redeemed | $	$ 123,500
XPDI | Public Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares) | shares	8,600
XPDI | Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares) | shares	6,300
Class A common stock | XPDI
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding (in shares) | shares				34,500
Class B common stock | XPDI
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	0.0001
New Core Common Stock
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001
Series A Preferred Stock
Class of Stock [Line Items]
Contingently redeemable preferred stock, par value (in dollars per share) | $ / shares				$ 0.00001
Series B Preferred Stock
Class of Stock [Line Items]
Contingently redeemable preferred stock, par value (in dollars per share) | $ / shares				$ 0.00001

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	1 Months Ended	3 Months Ended			9 Months Ended
	Nov. 21, 2022 self-mine	Sep. 30, 2022 USD ($) $ / Unit	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Oct. 31, 2022 note	Jan. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Net loss		$ (434,792,000)		$ (16,629,000)	$ (1,711,471,000)	$ (13,194,000)
Increase (decrease) in net cash provided by (used in) operating activities		(52,100,000)			89,201,000	(166,474,000)
Cash and cash equivalents		29,546,000	$ 128,500,000		29,546,000				$ 117,871,000
Repayment of debt interest, operating activities		15,500,000
Increase (decrease) in net cash provided by (used in) investing activities		(5,700,000)			(451,301,000)	(115,524,000)
Purchases of property, plant and equipment		(5,200,000)			(243,755,000)	(116,074,000)
Notes payable, current portion (includes $682,831 and $— at fair value)		977,600,000			977,600,000				75,996,000
Finance lease liabilities, current portion		73,045,000			73,045,000
Increase (decrease) in net cash provided by (used in) financing activities		(45,100,000)			268,066,000	433,284,000
Repayment of debt principal		49,500,000			98,953,000	42,513,000
Digital asset mining revenue		80,500,000	109,800,000		323,337,000	77,511,000
Power cost		47,100,000	32,200,000
Gross (loss) profit		(27,076,000)	$ 12,700,000	58,424,000	55,644,000	97,495,000
Deposits for self-mining equipment					(217,677,000)	0
Property, plant and equipment, net		1,156,369,000			1,156,369,000				597,304,000
Impairment of property, plant and equipment		59,259,000		$ 0	59,259,000	$ 0
Operating lease right-of-use assets		$ 20,926,000			$ 20,926,000			$ 6,700,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Other noncurrent assets			Other noncurrent assets			Other noncurrent assets
Operating lease right-of-use assets, amount related to prepaid rent								$ 500,000
Operating lease right-of-use assets, amount previously presented as other noncurrent assets								4,800,000
Operating lease liabilities, current portion		$ 849,000			$ 849,000			200,000
Operating lease liabilities, net of current portion		14,594,000			14,594,000			$ 1,200,000
Subsequent Event
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of self-miners relocated | self-mine	7,600
Subsequent Event | Bridge Loan
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of defaulted bridge promissory notes | note							2
Digital asset mining income
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Property, plant and equipment, net		119,800,000			119,800,000
Property, plant, and equipment, fair value		60,500,000			60,500,000
Impairment of property, plant and equipment		59,300,000			59,300,000
Construction in Progress
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Property, plant and equipment, net		161,500,000			161,500,000				42,600,000
Money Market Funds | Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents		$ 2,100,000			$ 2,100,000				$ 100,000,000
Bitcoin (BTC)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Bitcoin, average price		21,324	32,502

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 29,546	$ 128,500	$ 117,871
Restricted cash	8,098		13,807
Total cash, cash equivalents and restricted cash	$ 37,644		$ 131,678	$ 160,007	$ 8,721

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounting Standards Update (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other current assets	$ 55,515		$ 30,111
Other noncurrent assets	32,661		21,045
Accrued expenses and other	102,213		67,862
Other noncurrent liabilities	$ 41,967		18,531
Cumulative Effect Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other current assets			(453)
Other noncurrent assets			1,814
Accrued expenses and other			188
Other noncurrent liabilities			$ 1,173
Beginning Balance, As Adjusted
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Prepaid expenses and other current assets		$ 29,658
Other noncurrent assets		22,859
Accrued expenses and other		68,050
Other noncurrent liabilities		$ 19,704

ACQUISITIONS, DISPOSITIONS AN_3

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING - Business Combination (Details) - USD ($) $ in Thousands, shares in Millions		3 Months Ended	9 Months Ended
	Jul. 30, 2021	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill, purchase accounting adjustments			$ 1,000
Goodwill		$ 0	$ 0	$ 1,055,760
Blockcap1
Business Acquisition [Line Items]
Equity interest acquired	100%
Business combination, measurement period adjustment, property plant and equipment increase (decrease)		700
Goodwill, purchase accounting adjustments		1,000
Business combination, provisional information, initial accounting incomplete, adjustment, additional depreciation expense		$ 300
Goodwill	$ 996,518
Blockcap1 | Developed Technology Intangibles
Business Acquisition [Line Items]
Business combination, finite-lived intangibles acquired	$ 2,800
Acquired finite-lived intangible assets, weighted average useful life	3 years
Blockcap1 | Customer Relationships
Business Acquisition [Line Items]
Business combination, finite-lived intangibles acquired	$ 100
Blockcap1 | Common Stock
Business Acquisition [Line Items]
Business combination, number of shares issued (in shares)	113.9
Blockcap1 | Restricted stock and restricted stock units
Business Acquisition [Line Items]
Business combination, number of shares issued (in shares)	6.8
Blockcap1 | Option on Securities
Business Acquisition [Line Items]
Business combination, number of shares issued (in shares)	7.3

ACQUISITIONS, DISPOSITIONS AN_4

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	Jul. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair value of assets acquired, and liabilities assumed:
Goodwill on acquisition		$ 0	$ 1,055,760
Blockcap1
Consideration
Settlement of preexisting contracts	$ (60,522)
Total Consideration	1,138,838
Fair value of assets acquired, and liabilities assumed:
Cash and cash equivalents	704
Other current assets	633
Intangible assets, net	2,925
Property, plant and equipment, net	98,965
Other noncurrent assets	1,293
Total assets acquired	182,080
Accounts payable	492
Accrued expenses and other	22,647
Deferred revenue	414
Other current liabilities	7,204
Deferred tax liability	9,003
Total liabilities assumed	39,760
Total identifiable net assets	142,320
Goodwill on acquisition	$ 996,518
Business acquisition, share price (in dollars per share)	$ 10.11
Blockcap1 | Common Stock
Consideration
Consideration, common stock issued	$ 1,151,985
Fair value of assets acquired, and liabilities assumed:
Business combination, number of shares issued (in shares)	113.9
Blockcap1 | Share-based Payment Arrangement
Consideration
Consideration, common stock issued	$ 21,768
Settlement of Blockcap debt	25,607
Blockcap1 | Bitcoin (BTC)
Fair value of assets acquired, and liabilities assumed:
Digital assets	73,304
Blockcap1 | Ethereum (ETH)
Fair value of assets acquired, and liabilities assumed:
Digital assets	365
Blockcap1 | Digital assets-Bitcoin cash
Fair value of assets acquired, and liabilities assumed:
Digital assets	8
Blockcap1 | Siacoin (SC)
Fair value of assets acquired, and liabilities assumed:
Digital assets	554
Blockcap1 | Digital assets-Other
Fair value of assets acquired, and liabilities assumed:
Digital assets	$ 3,329

ACQUISITIONS, DISPOSITIONS AN_5

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING - Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring reserve				$ 1,400
Intangible assets, amount ceased to be used	$ 2,500	$ 2,500		$ 2,000
Impairment of intangible assets (excluding goodwill)	2,500	4,500
Impairment of goodwill and other intangibles	266,000	1,054,760	$ 0
Mining Segment
Restructuring Cost and Reserve [Line Items]
Impairment of goodwill and other intangibles	207,800	996,500
Equipment Sales and Hosting Segment
Restructuring Cost and Reserve [Line Items]
Impairment of goodwill and other intangibles	58,200	58,200
2022 Restructuring
Restructuring Cost and Reserve [Line Items]
Payments for restructuring	(900)
Restructuring reserve, accrual adjustment	(100)
Restructuring reserve, remaining	400	400
Restructuring cost	900	$ 2,300
2022 Restructuring | Employee Severance
Restructuring Cost and Reserve [Line Items]
Severance expense	$ 1,000

ACQUISITIONS, DISPOSITIONS AN_6

ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING - Sale of Intangible Assets (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022
Asset Acquisition [Line Items]
Proceeds from sale of intangibles		$ 10,850	$ 0
Gain on sale of intangible assets		$ 5,904	$ 0
Software and Software Development Costs
Asset Acquisition [Line Items]
Proceeds from sale of intangibles	$ 10,900
Gain on sale of intangible assets	$ 5,900
Software and Software Development Costs | Disposal Group, Held-for-sale, Not Discontinued Operations | Atrio and RStor
Asset Acquisition [Line Items]
Intangible assets reclassified				$ 2,200

GOODWILL - Schedule of Goodwill

GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance			$ 1,055,760
Subsequent measurement period adjustment			(1,000)
Impairment of goodwill and other intangibles	$ 266,000		1,054,760	$ 0
Goodwill, ending balance	0		0
Equipment Sales and Hosting Segment
Goodwill [Roll Forward]
Goodwill, beginning balance			58,241
Subsequent measurement period adjustment			0
Impairment of goodwill and other intangibles	58,200		58,241
Goodwill, ending balance	0		0
Mining Segment
Goodwill [Roll Forward]
Goodwill, beginning balance			997,519
Subsequent measurement period adjustment			(1,000)
Impairment of goodwill and other intangibles	(207,800)	$ (788,700)	996,519
Goodwill, ending balance	$ 0		$ 0

GOODWILL - Narrative (Details)

GOODWILL - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill [Line Items]
Goodwill	$ 0		$ 0		$ 1,055,760
Accumulated goodwill impairment loss	1,050,000		1,050,000
Subsequent measurement period adjustment			(1,000)
Impairment of goodwill and other intangibles	266,000		1,054,760	$ 0
Mining Segment
Goodwill [Line Items]
Goodwill	0		0		997,519
Subsequent measurement period adjustment			(1,000)
Impairment of goodwill and other intangibles	(207,800)	$ (788,700)	996,519
Equipment Sales and Hosting Segment
Goodwill [Line Items]
Goodwill	0		0		$ 58,241
Subsequent measurement period adjustment			0
Impairment of goodwill and other intangibles	$ 58,200		$ 58,241
Fair value over carrying value, percent		136%

DERIVATIVE WARRANT LIABILITIES

DERIVATIVE WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Temporary Equity [Line Items]
Warrants outstanding (in shares)	14,900,000		14,900,000
Class of warrant or right, minimum threshold written notice period for redemption of warrants			30 days
Common stock issued per warrant exercised (in shares)	1		1
Exercise price of warrants (in dollars per share)	$ 11.50		$ 11.50
Warrants term	5 years		5 years
Derivative warrant liabilities	$ 5,300		$ 5,300
Fair value adjustment on derivative warrant liabilities	$ (521)	$ 0	$ (32,985)	$ 0
Public Warrants
Temporary Equity [Line Items]
Warrants outstanding (in shares)	8,600,000		8,600,000
Fair value adjustment on derivative warrant liabilities	$ 300		$ 19,100
Public Warrants | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds $18.00
Temporary Equity [Line Items]
Class of warrant or right, minimum threshold written notice period for redemption of warrants			30 days
Redemption of warrants or rights, stock price trigger (in dollars per share)	$ 18		$ 18
Redemption price (in dollars per share)	0.01		$ 0.01
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Public Warrants | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds $10.00
Temporary Equity [Line Items]
Class of warrant or right, minimum threshold written notice period for redemption of warrants			30 days
Redemption of warrants or rights, stock price trigger (in dollars per share)	10		$ 10
Redemption price (in dollars per share)	$ 0.10		$ 0.10
Threshold trading days			20 days
Threshold consecutive trading days			30 days
Threshold trading days following the date on which the notice of redemption is sent			10 days
Common stock issued per warrant exercised (in shares)	0.361		0.361
Private Placement Warrants
Temporary Equity [Line Items]
Warrants outstanding (in shares)	6,300,000		6,300,000
Fair value adjustment on derivative warrant liabilities	$ 200		$ 13,900
Private Placement Warrants | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds $10.00
Temporary Equity [Line Items]
Redemption of warrants or rights, stock price trigger (in dollars per share)	$ 10		$ 10
Threshold trading days			10 days

NOTES PAYABLE - Schedule of Not

NOTES PAYABLE - Schedule of Notes Payable (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 842,699	$ 696,486
Other	(3,618)	(3,187)
Fair value adjustment on convertible notes	138,519	34,910
Unamortized discount and debt issuance costs	977,600	728,209
Kentucky note | Notes Payable
Debt Instrument [Line Items]
Notes payable	657	1,032
Genesis loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	0	552
NYDIG loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	38,781	67,435
Stockholder loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	10,000	10,000
Trinity loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	24,067	19,641
Bremer loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	19,232	15,066
Blockfi loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	53,913	60,000
Anchor Labs loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	26,500	0
Mass Mutual Barings loans | Notes Payable
Debt Instrument [Line Items]
Notes payable	63,845	0
B. Riley Bridge Notes | Notes Payable
Debt Instrument [Line Items]
Notes payable	52,125	0
Liberty loan | Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 7,401	0
Secured Convertible Notes
Debt Instrument [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	2
Convertible debt, present value of future minimum payments	$ 461,900	441,700
Secured Convertible Notes | Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 230,931	220,871
Other Convertible Notes
Debt Instrument [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	1
Other Convertible Notes | Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 313,381	301,226
Other | Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 1,866	$ 663

NOTES PAYABLE - Narrative (Deta

NOTES PAYABLE - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended																		3 Months Ended				6 Months Ended	9 Months Ended
	Aug. 01, 2022 shares	Aug. 31, 2022 shares	May 31, 2022 USD ($)	Apr. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Feb. 28, 2022 USD ($)	Jan. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) agreement	Nov. 30, 2021 USD ($)	Oct. 31, 2021 USD ($) tranche	Aug. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)	May 31, 2021 USD ($)	Apr. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jan. 31, 2021 USD ($) $ / shares shares	Oct. 31, 2020 USD ($)	Jul. 31, 2020 USD ($) installment	Dec. 31, 2018 USD ($)	Sep. 30, 2022 USD ($) employee $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) agreement	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) employee $ / shares shares	Sep. 30, 2022 USD ($) employee $ / shares shares	Sep. 30, 2021 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022	Oct. 31, 2022 note	Aug. 19, 2022 USD ($)	Jan. 19, 2022 $ / shares	Nov. 30, 2011
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares																				14.9				14.9	14.9
Exercise price of warrants (in dollars per share) | $ / shares																				$ 11.50				$ 11.50	$ 11.50
Warrants term																				5 years				5 years	5 years
Convertible debt, conversion price (in dollars per share) | $ / shares																															$ 8
Fair value adjustment on convertible notes																				$ (4,123)			$ 8,663		$ 186,853	$ 8,663
B. Riley Securities, Inc.
Debt Instrument [Line Items]
Issuances of common stock- vendor settlement (in shares) | shares	0.4
Mass Mutual Barings loans
Debt Instrument [Line Items]
Issuances of common stock- vendor settlement (in shares) | shares		0.3
Conversion of Convertible Notes
Debt Instrument [Line Items]
Debt conversion, converted amount																									$ 1,600
Debt conversion, converted instrument, shares issued (in shares) | shares																									0.2
Stockholder Loan Warrants
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares																0.2
Exercise price of warrants (in dollars per share) | $ / shares																$ 4.21
Proceeds from issuance of warrants																$ 500
Convertible Notes
Debt Instrument [Line Items]
Note payable face amount								$ 514,800														$ 514,800
Interest rate per annum																				10%				10%	10%
Paid-in-kind interest																								$ 31,000
Convertible notes payable, payable in cash percent								4%												4%		4%		4%	4%
Convertible debt, conversion price (in dollars per share) | $ / shares																															8
Convertible notes payable, payable in kind percent								6%												6%		6%		6%	6%
Notes Payable
Debt Instrument [Line Items]
Notes payable								$ 696,486												$ 842,699		$ 696,486		$ 842,699	$ 842,699
Bridge Loan | Subsequent Event
Debt Instrument [Line Items]
Number of defaulted bridge promissory notes | note																													2
Kentucky note | Secured Promissory Notes Payable
Debt Instrument [Line Items]
Debt instrument, term																			5 years
Note payable face amount																			$ 2,400
Interest rate per annum																			5%
Effective interest rate																			5%
Kentucky note | Notes Payable
Debt Instrument [Line Items]
Notes payable								1,032												657		1,032		657	657
Genesis loan | Secured Debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity																		$ 13,000
Proceeds from lines of credit																		$ 5,300
Genesis loan | Secured Debt | Line of Credit
Debt Instrument [Line Items]
Debt instrument, term																		20 months
Interest rate per annum																		16%
Effective interest rate																		28%
Number of installment | installment																		3
Genesis loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								552												0		552		0	0
NYDIG loan | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term									24 months			24 months	24 months				24 months
Interest rate per annum												14.25%	14.25%				15%															11%
Effective interest rate												16%	17%				16%															11%
Proceeds from issuance of debt									$ 33,400			$ 26,100	$ 13,400		$ 3,800		$ 800
NYDIG loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								67,435												38,781		67,435		38,781	38,781
Stockholder loan
Debt Instrument [Line Items]
Warrants term																2 years
Stockholder loan | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term																2 years
Note payable face amount																$ 10,000
Interest rate per annum																10%
Effective interest rate																20%
Proceeds from issuance of debt																$ 9,500
Stockholder loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								10,000												10,000		10,000		10,000	10,000
Trinity loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								19,641												24,067		19,641		24,067	24,067
Trinity loan | Revolving Credit Facility
Debt Instrument [Line Items]
Effective interest rate											11%
Line of credit facility, maximum borrowing capacity											$ 30,000
Proceeds from lines of credit						$ 10,000		5,000	14,000		$ 1,000
Line of credit facility, expiration period											36 months
Bremer loan | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term										60 months
Interest rate per annum										5.50%
Effective interest rate										5.60%
Line of credit facility, maximum borrowing capacity										$ 16,200
Proceeds from lines of credit				$ 700																	$ 4,800	15,200
Number of installment | tranche										2
Line of credit facility, additional borrowing capacity																				$ 9,600				$ 9,600	$ 9,600
Debt instrument, covenant terms, fixed charge coverage ratio																				1				1	1
Debt instrument, interest rate buydown, amount																				$ 800				$ 800	$ 800
Debt instrument, interest rate buydown terms, minimum continued operation period required																									5 years
Minimum number of additional full time employees | employee																				13				13	13
Interest rate buydown terms, full time employee employment period																									2 years
Bremer loan | Equipment Loan | Forecast
Debt Instrument [Line Items]
Debt instrument, covenant terms, minimum debt service coverage ratio																												1.2
Bremer loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								$ 15,066												$ 19,232		$ 15,066		$ 19,232	$ 19,232
Blockfi loan | Equipment Loan
Debt Instrument [Line Items]
Effective interest rate								13.10%														13.10%
Line of credit facility, maximum borrowing capacity								$ 110,000														$ 110,000
Proceeds from lines of credit							$ 20,000	$ 60,000
Debt instrument, number of lending agreements | agreement								2														2
Line of credit facility, remaining borrowing capacity																				30,000				30,000	30,000
Blockfi loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								$ 60,000												53,913		$ 60,000		53,913	53,913
Blockfi Loan, Credit Agreement One | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term								24 months
Interest rate per annum								9.70%														9.70%
Effective interest rate								10.10%														10.10%
Line of credit facility, maximum borrowing capacity								$ 10,000														$ 10,000
Blockfi Loan, Credit Agreement Two | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term								24 months
Interest rate per annum								13.10%														13.10%
Line of credit facility, maximum borrowing capacity								$ 100,000														$ 100,000
Anchor Labs loan | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term			24 months		24 months
Note payable face amount			$ 11,700		$ 20,000																$ 20,000
Effective interest rate			12.50%		12.50%																12.50%
Proceeds from lines of credit			$ 11,700		$ 20,000
Anchor Labs loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								0												26,500		0		26,500	26,500
Mass Mutual Barings loans | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term					36 months
Note payable face amount					$ 100,000																$ 100,000
Effective interest rate		13%			9.80%																9.80%
Proceeds from lines of credit				$ 39,600	$ 30,000
Unused borrowing capacity, amount																				30,400				30,400	30,400
Mass Mutual Barings loans | Notes Payable
Debt Instrument [Line Items]
Notes payable								0												63,845		0		63,845	63,845
B. Riley Bridge Notes | Notes Payable
Debt Instrument [Line Items]
Notes payable								0												52,125		0		52,125	52,125
B. Riley Bridge Notes | Bridge Loan
Debt Instrument [Line Items]
Effective interest rate				7%
B. Riley Bridge Notes | Bridge Loan | B. Riley Commercial Capital, LLC
Debt Instrument [Line Items]
Note payable face amount				$ 60,000
B. Riley Bridge Notes | Bridge Loan | Affiliate Of B. Riley Commercial Capital, LLC
Debt Instrument [Line Items]
Note payable face amount				$ 15,000
Liberty loan | Equipment Loan
Debt Instrument [Line Items]
Debt instrument, term				24 months
Note payable face amount				$ 11,000
Effective interest rate				10.60%
Proceeds from lines of credit				$ 11,000
Liberty loan | Notes Payable
Debt Instrument [Line Items]
Notes payable								0												$ 7,401		0		$ 7,401	$ 7,401
Secured Convertible Notes
Debt Instrument [Line Items]
Convertible debt, conversion price, percentage of financing price																				80%				80%	80%
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value																				2				2	2
Convertible debt, amount owed if held to maturity																				$ 461,900				$ 461,900	$ 461,900
Convertible debt, amount owed if prepaid																				789,000				789,000	789,000
Secured Convertible Notes | Convertible Notes
Debt Instrument [Line Items]
Note payable face amount														$ 215,000
Secured Convertible Notes | Notes Payable
Debt Instrument [Line Items]
Notes payable								220,871												230,931		220,871		230,931	230,931
Unsecured Convertible Notes Issued Aug-Nov 2021 | Convertible Notes
Debt Instrument [Line Items]
Note payable face amount									$ 299,800
Stockholder loan
Debt Instrument [Line Items]
Repayments of debt														$ 30,000
Convertible Notes Mature In April 2025
Debt Instrument [Line Items]
Convertible debt, conversion price (in dollars per share) | $ / shares																															$ 8
Convertible debt, conversion price, percentage of financing price																															80%
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement
Debt Instrument [Line Items]
Convertible notes payable, fair value								557,007												682,831		557,007		682,831	682,831
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement | Level 2
Debt Instrument [Line Items]
Convertible notes payable, fair value								0												0		0		0	0
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement | Fair Value, Recurring
Debt Instrument [Line Items]
Convertible notes payable, fair value																				682,800				682,800	682,800
Convertible Notes Mature In April 2025 | Principal
Debt Instrument [Line Items]
Convertible notes payable, fair value								$ 522,097												544,312		$ 522,097		544,312	544,312
Convertible Notes Mature In April 2025 | Principal | Fair Value, Recurring | Level 2
Debt Instrument [Line Items]
Convertible notes payable, fair value																				544,300				544,300	544,300
Convertible Notes Mature In April 2025 | Convertible Notes
Debt Instrument [Line Items]
Debt issuance costs																									13,100
Convertible Notes Mature In April 2025 | Notes Payable
Debt Instrument [Line Items]
Notes payable																				$ 544,300				$ 544,300	$ 544,300
Amended B. Riley Bridge Notes | Bridge Loan
Debt Instrument [Line Items]
Debt instrument, additional payments required, threshold secured debt face amount																														$ 500,000
Bridge loan, additional payments required, percentage of amounts drawn under equity line of credit																														25%
Amended B. Riley Bridge Notes | Bridge Loan | Forecast
Debt Instrument [Line Items]
Bridge loan, amount due in the first half of 2023																											$ 37,500

NOTES PAYABLE - Schedule of Fai

NOTES PAYABLE - Schedule of Fair Value Adjustments and Debt Issuance Costs (Details) - Convertible Notes Mature In April 2025 - Convertible Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Liabilities, fair value adjustment	$ (38,235)	$ 25,039	$ 143,460	$ 29,339
Debt issuance costs			13,100
Interest Expense
Debt Instrument [Line Items]
Debt issuance costs		5,083		10,664
Cash interest payments | Interest Expense
Debt Instrument [Line Items]
Liabilities, fair value adjustment	5,488	3,130	16,070	4,850
Payment-in-kind (PIK) interest | Interest Expense
Debt Instrument [Line Items]
Liabilities, fair value adjustment	8,232	4,694	24,115	7,274
Instrument-specific credit risk | Other Comprehensive Income (Loss)
Debt Instrument [Line Items]
Liabilities, fair value adjustment	(47,832)	8,552	(83,578)	8,552
Other fair value adjustments | Fair value adjustment on convertible notes
Debt Instrument [Line Items]
Liabilities, fair value adjustment	$ (4,123)	$ 8,663	$ 186,853	$ 8,663

REVENUE (Details)

REVENUE (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 87.2		$ 87.2		$ 136.4
Deferred revenue recognized	30.9	$ 5.2	79.6	$ 44.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Performance obligation not yet recognized	$ 440.7	$ 718.8	$ 440.7	$ 718.8
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with customer, term			18 months
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract with customer, term			48 months

FAIR VALUE MEASUREMENTS - Narra

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 19, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, conversion price (in dollars per share)					$ 8
Impairment of digital assets	$ (7,986)	$ (12,552)	$ (212,184)	$ (12,552)
Gain from sales of digital assets	11,036	391	25,007	405
Losses on exchange or disposal of property, plant and equipment	0	0	(13,057)	(17)
Property, plant and equipment, net	1,156,369		1,156,369			$ 597,304
Impairment of property, plant and equipment	59,259	$ 0	59,259	0
Impairment of goodwill and other intangibles	266,000		1,054,760	$ 0
Digital asset mining income
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property, plant and equipment, net	119,800		119,800
Property, plant, and equipment, fair value	60,500		60,500
Impairment of property, plant and equipment	59,300		59,300
Mining Segment
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of goodwill and other intangibles	207,800		996,500
Level 3 | Estimate of Fair Value Measurement | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable	293,700		293,700			184,700
Level 3 | Principal | Valuation Technique, Discounted Cash Flow
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable	$ 294,800		$ 294,800			$ 171,200
Secured Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	2		2
Convertible debt, valuation technique, stock appreciation percentage	60%		60%
Convertible debt, conversion price, percentage of financing price	80%		80%
Other Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	1		1
Convertible debt, conversion price, percentage of financing price	80%		80%
Convertible debt, valuation technique, stock depreciation percentage	0.20		0.20
Convertible Notes Mature In April 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, conversion price, percentage of financing price					80%
Convertible debt, conversion price (in dollars per share)					$ 8

FAIR VALUE MEASUREMENTS - Sched

FAIR VALUE MEASUREMENTS - Schedule of Fair Value Hierarchy of Convertible Notes (Details) $ in Thousands	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	$ 0
Liabilities, fair value	544,312
Principal | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Principal | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	5,287
Liabilities, fair value	688,118
Estimate of Fair Value Measurement | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	3,062
Estimate of Fair Value Measurement | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	2,225
Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	3,062
Liabilities, fair value	3,062
Estimate of Fair Value Measurement | Level 1 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	3,062
Estimate of Fair Value Measurement | Level 1 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	2,225
Liabilities, fair value	2,225
Estimate of Fair Value Measurement | Level 2 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Estimate of Fair Value Measurement | Level 2 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	2,225
Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Liabilities, fair value	682,831
Estimate of Fair Value Measurement | Level 3 | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Estimate of Fair Value Measurement | Level 3 | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liability, fair value	0
Convertible Notes Mature In April 2025 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	544,312	$ 522,097
Accrued PIK interest	0	0
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	682,831	557,007
Accrued PIK interest	8,232	7,896
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Accrued PIK interest	0	0
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Accrued PIK interest	0	0
Convertible Notes Mature In April 2025 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	682,831	557,007
Accrued PIK interest	$ 8,232	7,896
Other Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	1
Convertible Notes Issued On April 19, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	$ 95,595	91,430
Convertible Notes Issued On April 19, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	162,797	101,078
Convertible Notes Issued On April 19, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 19, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 19, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	162,797	101,078
Convertible Notes Issued On April 21, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	5,370	5,137
Convertible Notes Issued On April 21, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	9,146	5,674
Convertible Notes Issued On April 21, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 21, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 21, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	9,146	5,674
Convertible Notes Issued On April 23, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	48,334	46,229
Convertible Notes Issued On April 23, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	82,313	51,062
Convertible Notes Issued On April 23, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 23, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 23, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	82,313	51,062
Convertible Notes Issued On April 26, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	81,632	78,075
Convertible Notes Issued On April 26, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	139,017	86,165
Convertible Notes Issued On April 26, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 26, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On April 26, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	139,017	86,165
Convertible Notes Issued On August 20, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	52,902	50,597
Convertible Notes Issued On August 20, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	46,306	50,941
Convertible Notes Issued On August 20, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On August 20, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On August 20, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	46,306	50,941
Convertible Notes Issued On September 10, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	15,792	16,110
Convertible Notes Issued On September 10, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	14,248	16,472
Convertible Notes Issued On September 10, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 10, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 10, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	14,248	16,472
Convertible Notes Issued On September 23, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	78,989	76,051
Convertible Notes Issued On September 23, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	71,269	77,559
Convertible Notes Issued On September 23, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 23, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 23, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	71,269	77,559
Convertible Notes Issued On September 24, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	62,749	60,016
Convertible Notes Issued On September 24, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	56,616	61,179
Convertible Notes Issued On September 24, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 24, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 24, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	56,616	61,179
Convertible Notes Issued On September 27, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	2,064	1,974
Convertible Notes Issued On September 27, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	1,863	2,012
Convertible Notes Issued On September 27, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 27, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On September 27, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	1,863	2,012
Convertible Notes Issued On October 1, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	90,615	86,655
Convertible Notes Issued On October 1, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	81,758	87,150
Convertible Notes Issued On October 1, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On October 1, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On October 1, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	81,758	87,150
Convertible Notes Issued On November 10, 2021 | Principal
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	10,270	9,823
Convertible Notes Issued On November 10, 2021 | Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	9,266	9,819
Convertible Notes Issued On November 10, 2021 | Estimate of Fair Value Measurement | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On November 10, 2021 | Estimate of Fair Value Measurement | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	0	0
Convertible Notes Issued On November 10, 2021 | Estimate of Fair Value Measurement | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible notes payable, fair value	$ 9,266	$ 9,819
Secured Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, valuation technique, ratio of minimum payoff at maturity to carry value	2

FAIR VALUE MEASUREMENTS - Activ

FAIR VALUE MEASUREMENTS - Activity of Convertible Notes Measured at Fair Value (Details) - Level 3 - Convertible Notes - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 726,554	$ 923,731	$ 557,007
Issuances (including PIK principal recorded)	8,031	7,851	7,896
Settlements (including interest payments, PIK principal recorded and conversions)	(13,519)	(14,772)	(13,123)
Unrealized gains	(38,235)	(190,256)	371,951
Fair value, ending balance	$ 682,831	$ 726,554	$ 923,731

FAIR VALUE MEASUREMENTS - Sch_2

FAIR VALUE MEASUREMENTS - Schedule of Convertible Debt Fair Value Measurement Input (Details) - Convertible Notes	Sep. 30, 2022
Fair value
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	682,831,000
Expected term (years) | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	2.55
Expected term (years) | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	2.55
Expected term (years) | Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	2.55
Volatility | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	0.695
Volatility | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	0.695
Volatility | Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Convertible note fair value measurement input	0.695

FAIR VALUE MEASUREMENTS - Sch_3

FAIR VALUE MEASUREMENTS - Schedule of Digital Currency Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Line Items]
Digital assets	$ 19,663	$ 234,298
Bitcoin (BTC)
Indefinite-lived Intangible Assets [Line Items]
Digital assets	19,619	224,843
Ethereum (ETH)
Indefinite-lived Intangible Assets [Line Items]
Digital assets	22	4,665
Polygon (MATIC)
Indefinite-lived Intangible Assets [Line Items]
Digital assets	0	1,085
Siacoin (SC)
Indefinite-lived Intangible Assets [Line Items]
Digital assets	0	803
Dai (DAI)
Indefinite-lived Intangible Assets [Line Items]
Digital assets	0	1,353
Digital assets-Other
Indefinite-lived Intangible Assets [Line Items]
Digital assets	$ 22	$ 1,549

LEASES - Schedule of Assets and

LEASES - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 01, 2022
Assets:
Operating lease right-of-use assets	$ 20,926	$ 6,700
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other noncurrent assets	Other noncurrent assets
Finance lease right-of-use assets	$ 88,042
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net
Liabilities:
Operating lease liabilities, current portion	$ 849	$ 200
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other
Operating lease liabilities, net of current portion	$ 14,594	$ 1,200
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other noncurrent liabilities
Finance lease liabilities, current portion	$ 73,045
Finance lease liabilities, net of current portion	$ 0

LEASES - Schedule of Lease Cost

LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Leases [Abstract]
Operating lease expense	$ 589	$ 898
Short-term lease expense	195	671
Finance lease expense:
Amortization of right-of-use assets	9,040	27,563
Interest on lease liabilities	2,278	6,617
Total finance lease expense	11,318	34,180
Total lease expense	$ 12,102	$ 35,749

LEASES - Schedule of Lease Term

LEASES - Schedule of Lease Term and Discount Rate (Details)	Sep. 30, 2022
Leases [Abstract]
Operating lease, weighted average remaining lease term	10 years 8 months 12 days
Finance lease, weighted average remaining lease term	2 years 3 months 18 days
Operating lease, weighted average discount rate	6.50%
Finance lease, weighted average discount rate	12.70%

LEASES - Schedule of Supplement

LEASES - Schedule of Supplemental Cash Flow Statement (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Jan. 01, 2022
Leases [Abstract]
Operating lease payments	$ 272	$ 474
Finance lease payments	6,760	34,287
Operating lease right-of-use assets obtained in exchange for lease obligations	14,195	21,574
Finance lease right-of-use assets obtained in exchange for lease obligations	0	10,557
Increase in finance lease right-of-use assets as a result of lease modification	693	693
Operating lease right-of-use assets	$ 20,926	$ 20,926	$ 6,700

LEASES - Schedule of Lease Liab

LEASES - Schedule of Lease Liability, Maturity (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Operating Leases
Remaining 2022	$ 332
2023	2,082
2024	1,810
2025	1,866
2026	1,924
2027	1,985
Thereafter	12,037
Total lease payments	22,036
Less: imputed interest	6,593
Total	15,443
Finance Leases
Remaining 2022	5,533
2023	38,518
2024	36,497
2025	4,509
2026	3
2027	0
Thereafter	0
Total lease payments	85,060
Less: imputed interest	12,015
Total	$ 73,045

LEASES - Narrative (Details)

LEASES - Narrative (Details) $ in Thousands	1 Months Ended			3 Months Ended	9 Months Ended
	Aug. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) megawatt option	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Oct. 31, 2022 note	Jan. 01, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right-of-use assets				$ 20,926	$ 20,926		$ 6,700
Lessee, operating lease, not yet commenced, amount		$ 14,000
Lease not yet commenced, term of contract		130 months
Increase in finance lease right-of-use assets as a result of lease modification				$ (693)	$ (693)
Bridge Loan | Subsequent Event
Lessee, Lease, Description [Line Items]
Number of defaulted bridge promissory notes | note						2
Minnkota Power Cooperative
Lessee, Lease, Description [Line Items]
Power supply to be purchased | megawatt			100
Operating lease right-of-use assets			$ 5,300
Purchase obligation			$ 2,600
Initial term of contract			5 years
Number of renewal options | option			5
Renewal term			5 years
Lessee option to purchase underlying asset, purchase price			$ 5,600
Minnkota Power Cooperative | Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term (less than)			5 years
Minnkota Power Cooperative | Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term (less than)			30 years
Liberty Commercial Finance LLC
Lessee, Lease, Description [Line Items]
Finance lease obligations		$ 40,900
Remaining lease term		3 years 2 months 12 days
Effective interest rate		12.60%
MassMutual Asset Finance LLC
Lessee, Lease, Description [Line Items]
Finance lease obligations		$ 50,000
Remaining lease term		3 years 2 months 12 days
Effective interest rate	12.50%	10%
Finance lease, deferred payment period	6 months
Finance lease, interest rate	13%
Decrease in lease liability as a result of lease modification	$ 7,700
Increase in finance lease right-of-use assets as a result of lease modification	$ 7,700

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 21, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Loss Contingencies [Line Items]
Accounts receivable, allowance		$ 5,943		$ 5,943		$ 0
Loss contingency accrual		0		0		$ 0
Purchase obligation		49,900		$ 49,900
Purchase obligation, term				1 year
Loss on legal settlement		0	$ (2,603)	$ 0	$ (2,603)
Breach Of Contract For Hosting Services | Subsequent Event
Loss Contingencies [Line Items]
Loss contingency, damages sought for breach of contract	$ 35,000
B
Loss Contingencies [Line Items]
Accounts receivable, allowance		$ 5,200		$ 5,200

CONTINGENTLY REDEEMABLE CONVE_2

CONTINGENTLY REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details) shares in Thousands	9 Months Ended
	Sep. 30, 2022 $ / shares shares	Jan. 19, 2022	Jan. 18, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Contingently redeemable preferred stock, shares authorized (in shares)	2,000,000		50,000	2,000,000
Contingently redeemable preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001	$ 0.0001
Contingently redeemable preferred stock, shares outstanding (in shares)	0			10,826
Contingently redeemable preferred stock, shares issued (in shares)	0			10,826
Common stock, exchange ratio		1.6001528688
Contingently Redeemable convertible preferred stock
Class of Stock [Line Items]
Conversion of contingently redeemable preferred stock to common stock (in shares)	10,800

STOCKHOLDERS_ EQUITY - Narrativ

STOCKHOLDERS’ EQUITY - Narrative (Details)		1 Months Ended				3 Months Ended	6 Months Ended	9 Months Ended
	Jan. 19, 2022 $ / shares shares	Jul. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2022 shares	Feb. 28, 2022 shares	Jul. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Sep. 30, 2022 USD ($) vote $ / shares shares	Aug. 19, 2022	Jun. 08, 2022 shares	Jan. 18, 2022 shares	Dec. 31, 2021 USD ($) $ / shares shares	Jan. 31, 2021 $ / shares shares	Mar. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)						10,000,000,000	10,000,000,000	10,000,000,000				10,000,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.00001					$ 0.0001	$ 0.0001	$ 0.0001				$ 0.0001
Voting rights per share | vote						1	1	1
Warrants outstanding (in shares)						14,900,000	14,900,000	14,900,000
Exercise price of warrants (in dollars per share) | $ / shares						$ 11.50	$ 11.50	$ 11.50
Common stock, exchange ratio	1.6001528688
Issuances of common stock | $								$ 12,674,000
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 8
SPAC vesting shares (in shares)											1,700,000
Issuances of common stock- vendor settlement (in shares)			1,600,000
Number of consecutive days					30 days
Lockup period					180 days
Vendor liability, contractual amount | $					$ 21,300,000
Vendor liability, changes in fair value | $						$ 100,000		9,500,000
Vendor liability, fair value | $						$ 18,100,000	$ 18,100,000	$ 18,100,000
Number of common shares available for grant, outstanding (in shares)						81,000,000	81,000,000	81,000,000
Common shares purchased for award (in shares)						27,000,000	27,000,000	27,000,000
Weighted average price of shares purchased (in shares) | $ / shares						$ 8.9	$ 8.9	$ 8.9
Options remaining contractual term								3 years 3 months 18 days
Option, unrecognized share-based compensation expense | $						$ 97,800,000	$ 97,800,000	$ 97,800,000
B. Riley | Common Stock Equity Line Of Credit
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Sale of stock, authorized amount | $		$ 100,000,000
Purchase share volume maximum calculation, denominator		0.20
Percent of closing sale price of the common stock		75%
Discount rate		3%
Stock purchase agreement, authorized number of shares (in shares)		70,300,000
Percent of common stock outstanding		19.99%
Threshold purchase price (in dollars per share) | $ / shares		$ 1.75
Threshold consecutive trading days		5 days
Threshold ownership percentage of outstanding common stock		4.99%
Equity line of credit, threshold automatic termination period		24 months
Equity line of credit, threshold aggregate gross purchase price | $		$ 100,000,000
Equity line of credit, threshold trading days		30 days
Equity line of credit, termination terms, prior written notice term		5 days
Reimbursement of legal fees | $		$ 100,000
Sale of stock, number of shares issued (in shares)						7,300,000		7,300,000
Sale of stock, sale price | $						$ 12,800,000		$ 12,800,000
Sale of stock, consideration received on transaction | $						11,700,000		11,700,000
Sale of stock, proceeds due from counterparty | $						1,100,000		1,100,000
Equity line of credit, discount | $						300,000	300,000	300,000
Convertible Notes
Class of Stock [Line Items]
Note payable face amount | $												$ 514,800,000
Paid-in-kind interest | $							31,000,000
Convertible debt, conversion price (in dollars per share) | $ / shares	$ 8
Bridge Loan | Amended B. Riley Bridge Notes
Class of Stock [Line Items]
Bridge loan, additional payments required, percentage of amounts drawn under equity line of credit									25%
Debt instrument, additional payments required | $						$ 2,900,000	$ 2,900,000	2,900,000
Conversion of Convertible Notes
Class of Stock [Line Items]
Debt conversion, converted amount | $								$ 1,600,000
Debt conversion, converted instrument, shares issued (in shares)								200,000
Conversion of XPDI's Common Stock to New Core Common Stock
Class of Stock [Line Items]
Recapitalization transaction, conversion ratio											1
Common Stock
Class of Stock [Line Items]
Issuances of common stock- Merger with XPDI (in shares)	30,800,000
Equity line of credit, shares remaining for issuance (in shares)						63,000,000	63,000,000	63,000,000
Common Stock, Commitment Shares | B. Riley | Common Stock Equity Line Of Credit
Class of Stock [Line Items]
Issuance of common stock (in shares)		600,000
Issuances of common stock | $		$ 1,100,000
Stock options
Class of Stock [Line Items]
Period for recognition								3 years 2 months 12 days
Restricted Stock Units and Restricted Awards
Class of Stock [Line Items]
Nonvested RSAs and RSUs (in shares)						54,000,000	54,000,000	54,000,000
Period for recognition								3 years 3 months 18 days
RSUs and RSAs, unrecognized share-based compensation expense | $						$ 126,200,000	$ 126,200,000	$ 126,200,000
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Restricted stock units granted in period (in shares)						13,100,000		27,100,000
Restricted stock units granted (in dollars per share) | $ / shares						$ 3.08		$ 2.93
2018 Omnibus Incentive Plan | Minimum
Class of Stock [Line Items]
Share-based compensation, award vesting period								1 year
2018 Omnibus Incentive Plan | Maximum | Stock options
Class of Stock [Line Items]
Share-based compensation, award expiration period								10 years
2021 Equity Incentive Plan
Class of Stock [Line Items]
Share-based compensation, number of shares authorized (in shares)						45,000,000	45,000,000	45,000,000
Number of common shares available for grant (in shares)						30,100,000	30,100,000	30,100,000
2021 Equity Incentive Plan | Stock options
Class of Stock [Line Items]
Share-based compensation, award expiration period								10 years
2021 Equity Incentive Plan | Minimum
Class of Stock [Line Items]
Share-based compensation, award vesting period								1 year
Amendment to 2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Number of common shares to be net settled (in shares)										42,000,000
Number of shares to be forfeited and cancelled (in shares)										15,000,000
Stockholder Loan Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)													200,000
Exercise price of warrants (in dollars per share) | $ / shares													$ 4.21
Public Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)						8,600,000	8,600,000	8,600,000
Public Warrants | XPDI
Class of Stock [Line Items]
Warrants outstanding (in shares)											8,600,000
Private Placement Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)						6,300,000	6,300,000	6,300,000
Private Placement Warrants | XPDI
Class of Stock [Line Items]
Warrants outstanding (in shares)											6,300,000
Executive Notes Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)														6,400,000
Exercise price of warrants (in dollars per share) | $ / shares														$ 0.84
Class of warrant or right, warrants exercised				3,200,000
Issuance of common stock - exercise of warrants (in shares)				2,900,000
Shares withheld for tax withholding obligation (in shares)			300,000
Service Providers Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)														200,000
Exercise price of warrants (in dollars per share) | $ / shares														$ 4.27
Class of warrant or right, warrants exercised				200,000
Issuance of common stock - exercise of warrants (in shares)				100,000

STOCKHOLDERS_ EQUITY - Schedule

STOCKHOLDERS’ EQUITY - Schedule of Share-based Compensation Arrangements by Share-based Payment Award (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 29,753	$ 28,288	$ 166,548	$ 31,012
Adjustment in deferred compensation share-based arrangement, current liability	(100)		600
Employee Severance | 2022 Restructuring
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Severance expense	1,000
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	4,366	0	23,287	0
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,210	0	20,269	0
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	(720)	0	8,870	0
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 20,897	$ 28,288	$ 114,122	$ 31,012

INCOME TAXES - Schedule of Inco

INCOME TAXES - Schedule of Income Tax Expense (Benefit) and Effective Income Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 10,642	$ (815)	$ 4,398	$ (697)
Effective income tax rate	(2.50%)	4.70%	(0.30%)	5%

INCOME TAXES - Narrative (Detai

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Discrete tax expense	$ 1,500	$ 0	$ 9,100	$ 0
Income tax expense (benefit)	$ 10,642	$ (815)	$ 4,398	$ (697)
Estimated annual effective income tax rate without discrete items	0.30%	4.90%
Effective income tax rate reconciliation, state income taxes, percent	0.60%	5.10%
Effective income tax rate reconciliation, fair value adjustment on debt instrument	(1.80%)	4.80%
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance	(6.40%)	(31.60%)
Effective income tax rate reconciliation, nondeductible interest, percent	(12.20%)
Effective income tax rate reconciliation, nondeductible expense, interest expense	(0.60%)	5.60%
Effective income tax rate reconciliation, other adjustment	(0.30%)

NET LOSS ATTRIBUTABLE TO COMM_3

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - Narrative (Details)	Jan. 19, 2022 $ / shares
Earnings Per Share [Abstract]
Convertible debt, conversion price (in dollars per share)	$ 8
Common stock, exchange ratio	1.6001528688

NET LOSS ATTRIBUTABLE TO COMM_4

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (434,792)	$ (16,629)	$ (1,711,471)	$ (13,194)
Weighted average shares outstanding - basic (in shares)	354,195	236,951	318,169	184,790
Add: Dilutive share-based compensation awards (in shares)	0	0	0	0
Weighted average shares outstanding - diluted (in shares)	354,195	236,951	318,169	184,790
Net loss per share – basic (in dollars per share)	$ (1.23)	$ (0.07)	$ (5.38)	$ (0.07)
Net loss per share – diluted (in dollars per share)	$ (1.23)	$ (0.07)	$ (5.38)	$ (0.07)

NET LOSS ATTRIBUTABLE TO COMM_5

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	169,182,000	110,797	169,182,000	110,797
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	27,024,000	11,714	27,024,000	11,714
Preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	0	10,826	0	10,826
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	18,311,000	6,808	18,311,000	6,808
Restricted stock and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	53,996,000	81,449	53,996,000	81,449
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	68,126,000	0	68,126,000	0
SPAC Vesting Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of net loss per share (in shares)	1,725,000	0	1,725,000	0

SEGMENT REPORTING - Schedule of

SEGMENT REPORTING - Schedule of Revenue and Gross Profit by Reporting Segment (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Revenue	$ 162,572		$ 113,139	$ 519,063	$ 242,688
Cost of revenue	189,648		54,715	463,419	145,193
Gross (loss) profit	(27,076)	$ 12,700	58,424	55,644	97,495
Hosting Service
Segment Reporting Information [Line Items]
Cost of revenue	44,975		19,577	119,850	48,956
Equipment Sales
Segment Reporting Information [Line Items]
Cost of revenue	27,917		24,997	63,993	82,328
Digital asset mining income
Segment Reporting Information [Line Items]
Cost of revenue	116,756		10,141	279,576	13,909
Equipment Sales and Hosting Segment | Operating Segments
Segment Reporting Information [Line Items]
Revenue	82,077		56,021	195,726	165,177
Cost of revenue	72,892		44,574	183,843	131,284
Gross (loss) profit	9,185		11,447	11,883	33,893
Equipment Sales and Hosting Segment | Hosting Service | Operating Segments
Segment Reporting Information [Line Items]
Revenue	44,916		20,488	117,066	51,742
Cost of revenue	44,975		19,577	119,850	48,956
Equipment Sales and Hosting Segment | Equipment Sales | Operating Segments
Segment Reporting Information [Line Items]
Revenue	37,161		35,533	78,660	113,435
Cost of revenue	27,917		24,997	63,993	82,328
Mining Segment | Operating Segments
Segment Reporting Information [Line Items]
Revenue	80,495		57,118	323,337	77,511
Cost of revenue	116,756		10,141	279,576	13,909
Gross (loss) profit	(36,261)		46,977	43,761	63,602
Mining Segment | Digital asset mining income | Operating Segments
Segment Reporting Information [Line Items]
Revenue	80,495		57,118	323,337	77,511
Cost of revenue	$ 116,756		$ 10,141	$ 279,576	$ 13,909

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | segment			2
Revenue Benchmark | Geographic Concentration Risk | UNITED STATES
Segment Reporting Information [Line Items]
Concentration risk, percentage	95%		99%
Mining Segment | Revenue Benchmark | Indefinite-Lived Intangible Asset Concentration Risk | Bitcoin (BTC)
Segment Reporting Information [Line Items]
Concentration risk, percentage	50%		62%
Operating Segments | Equipment Sales and Hosting Segment
Segment Reporting Information [Line Items]
Cost of revenue, depreciation expense	$ 3.3	$ 1.5	$ 8.2	$ 5.2
Operating Segments | Mining Segment
Segment Reporting Information [Line Items]
Cost of revenue, depreciation expense	$ 61.1	$ 4.6	$ 146.8	$ 6.2

SEGMENT REPORTING - Schedule _2

SEGMENT REPORTING - Schedule of Customer Concentration Risk (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
A (related party) | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	23%	8%	16%
A (related party) | Revenue from Contract with Customer, Segment Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage	46%	16%	42%
B | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage		24%		23%
B | Revenue from Contract with Customer, Segment Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage	19%	48%	20%	34%
C | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage				14%
C | Revenue from Contract with Customer, Segment Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage		11%		21%
Blockcap1 | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage				12%
Blockcap1 | Revenue from Contract with Customer, Segment Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage				18%

SEGMENT REPORTING - Reconciliat

SEGMENT REPORTING - Reconciliation of Reportable Segment Gross Profit to Loss Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting [Abstract]
Gross (loss) profit	$ (27,076)	$ 12,700	$ 58,424	$ 55,644	$ 97,495
Loss on legal settlement	0		(2,603)	0	(2,603)
Gain from sales of digital assets	11,036		391	25,007	405
Impairment of digital assets	(7,986)		(12,552)	(212,184)	(12,552)
Impairment of goodwill and other intangibles	(268,512)		0	(1,059,265)	0
Impairment of property, plant and equipment	(59,259)		0	(59,259)	0
Losses on exchange or disposal of property, plant and equipment	0		0	(13,057)	(17)
Operating expenses:
Research and development	6,192		1,586	24,305	4,231
Sales and marketing	39		932	11,675	2,186
General and administrative	43,346		36,358	174,380	46,975
Total operating expenses	49,577		38,876	210,360	53,392
Operating (loss) income	(401,374)		4,784	(1,473,474)	29,336
Non-operating expenses, net:
Loss on debt extinguishment	0		0	0	8,016
Interest expense, net	25,942		13,569	74,734	26,550
Fair value adjustment on convertible notes	(4,123)		8,663	186,853	8,663
Fair value adjustment on derivative warrant liabilities	(521)		0	(32,985)	0
Other non-operating expenses (income), net	1,478		(4)	4,997	(2)
Total non-operating expenses, net	22,776		22,228	233,599	43,227
Loss before income taxes	(424,150)		(17,444)	(1,707,073)	(13,891)
Income tax expense (benefit)	10,642		(815)	4,398	(697)
Net loss	$ (434,792)		$ (16,629)	$ (1,711,471)	$ (13,194)

RELATED-PARTY TRANSACTIONS (Det

RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts receivable from related parties	$ 895		$ 895		$ 300
Affiliated Entity | Directors and Executives
Related Party Transaction [Line Items]
Accounts receivable from related parties	900		900		300
Affiliated Entity | Directors and Executives | Hosting Service
Related Party Transaction [Line Items]
Revenue from related parties	9,200	$ 2,900	22,700	$ 13,900
Affiliated Entity | Directors and Executives | Equipment Sales
Related Party Transaction [Line Items]
Revenue from related parties	29,700	11,700	67,300	29,100
Affiliated Entity | Chief Executive Officer
Related Party Transaction [Line Items]
Related party transactions, reimbursement	700	$ 400	1,800	$ 600
Payable to related party	$ 200		$ 200		$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) shares in Millions, $ in Millions	2 Months Ended	3 Months Ended	9 Months Ended
	Nov. 21, 2022 USD ($) customer shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2022 USD ($) shares
Common Stock
Subsequent Event [Line Items]
Equity line of credit, shares remaining for issuance (in shares) | shares		63	63
B. Riley | Common Stock Equity Line Of Credit
Subsequent Event [Line Items]
Sale of stock, number of shares issued (in shares) | shares		7.3	7.3
Sale of stock, sale price		$ 12.8	$ 12.8
Customers Terminated
Subsequent Event [Line Items]
Revenue			16.3
Hosting Service | Customers Terminated
Subsequent Event [Line Items]
Revenue		7.3
Hosting Service | Affiliated Entity | Customers Terminated
Subsequent Event [Line Items]
Revenue from related parties		$ 5.1	$ 11.7
Subsequent Event
Subsequent Event [Line Items]
Number of customers terminated | customer	3
Subsequent Event | Common Stock
Subsequent Event [Line Items]
Equity line of credit, shares remaining for issuance (in shares) | shares	56.9
Subsequent Event | B. Riley | Common Stock Equity Line Of Credit
Subsequent Event [Line Items]
Sale of stock, number of shares issued (in shares) | shares	6
Sale of stock, sale price	$ 7.9
Sale of stock, proceeds due from counterparty, amount received	$ 1.1
Subsequent Event | Affiliated Entity
Subsequent Event [Line Items]
Number of customers terminated | customer	2