Core Scientific, Inc.
210 Barton Springs Road, Suite 300
Austin, Texas 78704
VIA EDGAR
January 17, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lulu Cheng
| Re: | Core Scientific, Inc. and Co-Applicants |
Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3
File No.: 022-29109
Ladies and Gentlemen:
We refer to the Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3 (File No. 022-29109) (as amended, the “Form T-3”) of Core Scientific, Inc. (the “Company”) and the guarantors named therein (the “Guarantors” and, together with the Company, the “Applicants”), initially filed on November 17, 2023 with the Securities and Exchange Commission (the “Commission”), in connection with the qualification under the Trust Indenture Act of 1939, as amended (the “Act”), of (i) the indenture governing the 10.00%/12.00% Cash/Cash-and-Payment in Stock Convertible Secured Notes due 2029 to be issued by the Company and guaranteed by the Guarantors and (ii) the indenture governing the 12.50% Secured Notes due 2028 to be issued by the Company and guaranteed by the Guarantors. On January 17, 2024, the Company filed Amendment No. 1 to the above referenced Form T-3.
In accordance with Section 307(c) of the Act, the Applicants hereby respectfully request the acceleration of the effectiveness of the above referenced Form T-3 so that it may become effective at or prior to 8:00 AM (Eastern time) on January 23, 2024 or as soon as reasonably practicable thereafter.
If you have any questions regarding the foregoing, please contact Merritt S. Johnson of Weil, Gotshal & Manges LLP at (212) 310 8280.
Very truly yours,
CORE SCIENTIFIC, INC. | ||
| By: | /s/ Todd M. DuChene | |
| Name: | Todd M. DuChene | |
| Title: | Chief Legal Officer, Chief Administrative Officer and Secretary | |
AMERICAN PROPERTY ACQUISITION, LLC By: Core Scientific Operating Company, its sole member | ||
| By: | /s/ Todd M. DuChene | |
| Name: | Todd M. DuChene | |
| Title: | Director, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |
AMERICAN PROPERTY ACQUISITIONS I, LLC By: American Property Acquisition, LLC, its sole member By: Core Scientific Operating Company, its sole member | ||
| By: | /s/ Todd M. DuChene | |
| Name: | Todd M. DuChene | |
| Title: | Director, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |
AMERICAN PROPERTY ACQUISITIONS VII, LLC By: American Property Acquisition, LLC, its sole member By: Core Scientific Operating Company, its sole member | ||
| By: | /s/ Todd M. DuChene | |
| Name: | Todd M. DuChene | |
| Title: | Director, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |
CORE SCIENTIFIC SPECIALTY MINING (OKLAHOMA) LLC By: Core Scientific Operating Company, its sole member | ||
| By: | /s/ Todd M. DuChene | |
| Name: | Todd M. DuChene | |
| Title: | Director, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |
