Two Seas Capital (CORZ) discloses 4.4% Core Scientific stake after falling below 5%

Rhea-AI Filing Summary

Two Seas Capital and related reporting persons now report beneficial ownership of 13,984,778 Core Scientific (CORZ) common shares, or 4.4% of the class. They state they ceased to be beneficial owners of more than five percent of the stock on April 23, 2026.

The position includes 313,646 shares issuable upon exercise of warrants and options to purchase 3,000,000 shares. These securities are held across affiliated funds and accounts that have delegated sole voting and investment power to Two Seas Capital under investment management agreements.

Key Figures

Beneficial ownership: 13,984,778 shares Ownership percentage: 4.4% Shares outstanding: 315,594,802 shares +5 more

8 metrics

Beneficial ownership 13,984,778 shares Core Scientific common stock beneficially owned by reporting persons

Ownership percentage 4.4% Percent of Core Scientific common stock represented by beneficial ownership

Shares outstanding 315,594,802 shares Core Scientific common stock outstanding as of March 23, 2026

Strategic Fund purchase price $18,541,259 Aggregate purchase price for 1,426,299 shares directly held by the Strategic Fund

Global Fund purchase price $91,495,610 Aggregate purchase price for 8,988,227 shares, options and warrants held by the Global Fund

Accounts purchase price $4,047,562 Aggregate purchase price for 256,606 shares held by certain accounts

Options held 3,000,000 options Options to purchase Core Scientific common stock held by the Global Fund

Warrants held 313,646 warrants Warrants for Core Scientific common stock included in beneficial ownership

Key Terms

beneficially own, Schedule 13D, warrants, options to purchase Common Stock, +2 more

6 terms

beneficially own financial

"Each of the Reporting Persons may be deemed to beneficially own 13,984,778 shares of Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"ceased to be beneficial owners of more than five percent of the Common Stock on April 23, 2026"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

warrants financial

"313,646 warrants directly held by the Global Fund reported herein"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

options to purchase Common Stock financial

"options to purchase 2,000,000 shares of Common Stock held by the Global Fund"

investment management clients financial

"All securities reported in this are directly held by the Funds and Accounts, each of which are investment management clients of TSC."

investment Management Agreements financial

"pursuant to their respective Investment Management Agreements with TSC"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 08:59 PM Learn about SEC filing dates

FAQ

What ownership stake in Core Scientific (CORZ) does Two Seas Capital report?

Two Seas Capital and affiliated reporting persons report beneficial ownership of 13,984,778 Core Scientific common shares, representing 4.4% of the outstanding common stock. This figure includes shares issuable from warrants and stock options held by their funds and accounts.

When did Two Seas Capital fall below 5% ownership of Core Scientific (CORZ)?

The reporting persons state they ceased to be beneficial owners of more than five percent of Core Scientific common stock on April 23, 2026. This change in ownership triggered the amendment to their Schedule 13D filing with the SEC.

How many Core Scientific shares are outstanding according to the filing?

The filing references 315,594,802 shares of Core Scientific common stock outstanding as of March 23, 2026, based on the company’s proxy statement. The 4.4% beneficial ownership is calculated using this outstanding share figure plus certain issuable shares.

What options on Core Scientific (CORZ) stock does the Global Fund hold?

The Global Fund holds options to purchase 2,000,000 shares at $18 expiring May 15, 2026 and options to purchase 1,000,000 shares at $22 expiring September 18, 2026, all referenced as part of the reported beneficial ownership.

How much has Two Seas Capital spent acquiring its Core Scientific position?

The Strategic Fund paid an aggregate $18,541,259 for 1,426,299 shares, the Global Fund paid $91,495,610 for 8,988,227 shares plus options and warrants, and certain accounts paid $4,047,562 for 256,606 shares, using working capital.

Who controls voting and investment decisions for the Core Scientific shares?

The funds and accounts have delegated sole voting and investment power over their Core Scientific securities to Two Seas Capital under investment management agreements. The limited partners or investors share in dividends and sale proceeds according to their partnership interests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Core Scientific, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21874A106

(CUSIP Number)

John O'Callaghan
Two Seas Capital LP, 32 Elm Place, 3rd Floor
Rye, NY, 10580
(914) 690-8253

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 21874A106

1

Name of reporting person

Two Seas Capital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,984,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,984,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,984,778.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 21874A106

1

Name of reporting person

Two Seas Capital GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,984,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,984,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,984,778.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 21874A106

1

Name of reporting person

Sina Toussi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,984,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,984,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,984,778.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Core Scientific, Inc.
(c)	Address of Issuer's Principal Executive Offices: 838 Walker Road, 21-2105, Dover, DELAWARE , 19904.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 1,426,299 shares of Common Stock directly held by the Strategic Fund reported herein was $18,541,259. The aggregate purchase price of the 8,988,227 shares of Common Stock, 30,000 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $91,495,610. The aggregate purchase price of the 256,606 shares of Common Stock directly held by the Accounts reported herein was $4,047,562. Further, the securities of the Issuer directly held by the Funds and Accounts were purchased with the working capital of the Funds and Accounts (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
Item 5.	Interest in Securities of the Issuer
(a)	Each of the Reporting Persons may be deemed to beneficially own 13,984,778 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 3,000,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 4.4% of the shares of Common Stock outstanding, based on 315,594,802 shares of Common Stock outstanding as of March 23, 2026, based on information disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission ("SEC") on March 31, 2026, plus 313,646 shares of Common Stock issuable upon the exercise of warrants held by the Funds. The Funds and Accounts have delegated to TSC sole voting and investment power over the securities held by the Funds and Accounts pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Funds and Accounts. The Funds and Accounts specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. The information in Item 3 regarding the securities held by the Funds and Accounts is incorporated herein by reference. The options to purchase Common Stock consist of options to purchase 2,000,000 shares of Common Stock held by the Global Fund with an exercise price of $18 that expire on May 15, 2026, and options to purchase 1,000,000 shares of Common Stock held by the Global Fund with an exercise price of $22 that expire on September 18, 2026. The Global Fund has also sold options to purchase 2,000,000 shares of Common Stock with an exercise price of $27 that expire on September 18, 2026.
(b)	Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The information in Item 3 regarding the securities held by the Funds and Accounts is incorporated herein by reference.
(c)	Transactions by the Reporting Persons (on behalf of the Funds and Accounts) effected since the previous amendment to Schedule 13D was filed with the SEC on April 16, 2026, are set forth in Exhibit 99.1 and such information is incorporated herein by reference.
(d)	The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. All securities reported in this Schedule 13D are directly held by the Funds and Accounts, each of which are investment management clients of TSC. The limited partners of (or investors in) each of the Funds and Accounts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer held for the accounts of their respective Funds or Accounts in accordance with their respective limited partnership interests (or investment percentages) in their respective Funds or Accounts.
(e)	The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on April 23, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 5 of this Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Transactions Effected by the Reporting Persons (on Behalf of the Funds and Accounts) Following April 16, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Two Seas Capital LP

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member of Two Seas Capital GP LLC, its general partner
Date:	04/23/2026

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	04/23/2026

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	04/23/2026