Merger XPDIU

Core Scientific to list on NASDAQ through merger With Power & Digital Infrastructure Acquisition Corp.

, SPAC Research

Core Scientific Holding Co., a leader in customizable infrastructure and software solutions to large scale customers for blockchain hosting and digital asset mining, and Power & Digital Infrastructure Acquisition Corp. (Nasdaq: XPDI), a publicly traded special purpose acquisition company, today announced they have entered into a definitive merger agreement pursuant to which XPDI will acquire the Company. As a result of the Transaction, which values the Company at a pro forma enterprise value of approximately $4.3 billion, the combined company is expected to operate as Core Scientific, Inc. and remain a publicly listed company on the NASDAQ stock market.

Core Scientific provides high-performance infrastructure that powers the world's leading blockchain companies. Using state-of-the-art facilities, patent pending technology and best-in-class hosting solutions, Core Scientific is primed to power leading edge servers for large scale operations while working to develop enterprise software solutions for the most complex Blockchain challenges.

The transaction values the combined company at an implied fully diluted pro forma enterprise value of approximately $4.3 billion, representing a 8.8x multiple of Core Scientific's 2021 projected revenue of $493 million and a 21.4 x multiple of 2021 projected adjusted EBITDA of $203 million. The Company was adjusted EBITDA positive for the year ended December 31, 2020.

The Transaction is expected to provide in excess of $300 million in net cash proceeds to Core Scientific at closing, after transaction expenses and assuming no redemptions of shares by XPDI's existing public stockholders. Existing Core Scientific stockholders are retaining 100% of their equity in the combined company. Core Scientific stockholders (including former stockholders of Blockcap) will own approximately 89%, XPDI public stockholders will own approximately 8% and XPDI's sponsor will own approximately 2% of the issued and outstanding shares of common stock, respectively, of the combined company at closing. The proceeds from the Transaction are expected to fund mining equipment purchases and infrastructure build out as the Company expands its leadership position.

The Core Scientific and XPDI Boards of Directors have unanimously approved the proposed merger, which is expected to be completed in the fourth quarter of 2021, subject to, among other things, regulatory approval, the approval by Core Scientific's and XPDI's stockholders of the proposed merger and satisfaction or waiver of other customary closing conditions.

Barclays Capital Inc. is serving as financial and capital markets advisor to XPDI. XMS Capital Partners, LLC is serving as financial advisor to XPDI in connection with the Transaction. Kirkland & Ellis LLP is serving as legal advisors to XPDI.

Evercore is serving as financial advisor to Core Scientific in connection with the Transaction. Cooley LLP is serving as legal advisors to Core Scientific.

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