Two Seas Capital reports 5.5% Core Scientific stake

Two Seas Capital and affiliates filed an amended Schedule 13D reporting beneficial ownership of 17,466,679 shares of Core Scientific, Inc. common stock, equal to about 5.5% of the outstanding shares.

Rhea-AI Filing Summary

Two Seas Capital and affiliates filed an amended Schedule 13D reporting beneficial ownership of 17,466,679 shares of Core Scientific, Inc. common stock, equal to about 5.5% of the outstanding shares. This total includes 313,646 shares issuable upon exercise of warrants and options to purchase 2,534,000 shares.

The filing explains that Core Scientific had 315,332,655 shares outstanding as of February 26, 2026, plus the 313,646 warrant shares. Two Seas Capital, its general partner and Sina Toussi share voting and investment power over securities held for various funds and accounts under investment management agreements.

The amendment also updates a Cooperation Agreement: on March 15, 2026, Two Seas Capital agreed to waive a requirement that Core Scientific appoint one independent director by that date, provided the company remains in compliance with the agreement and makes the appointment by May 30, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in Core Scientific (CORZ) does Two Seas Capital report in this Schedule 13D/A?

Two Seas Capital and related reporting persons disclose beneficial ownership of 17,466,679 Core Scientific common shares, representing about 5.5% of the class. This figure includes shares issuable from warrants and stock options held for various investment funds and managed accounts.

How is the 5.5% Core Scientific (CORZ) ownership percentage calculated in the filing?

The 5.5% figure is based on 315,332,655 Core Scientific common shares outstanding as of February 26, 2026, plus 313,646 additional shares issuable upon exercise of warrants held by the funds. The resulting 17,466,679 shares are treated as beneficially owned by the reporting persons.

Who are the reporting persons in the Core Scientific (CORZ) Schedule 13D/A amendment?

The reporting persons are Two Seas Capital, its general partner Two Seas Capital GP LLC, and Sina Toussi. They report shared voting and investment power over securities held by multiple funds and accounts that have delegated authority under investment management agreements with Two Seas Capital.

What change to the Cooperation Agreement with Core Scientific (CORZ) is disclosed?

On March 15, 2026, Two Seas Capital agreed to waive a requirement that Core Scientific appoint one independent director by that date. The company must remain in full compliance and complete the independent director appointment by May 30, 2026, under the updated terms.

What derivative positions tied to Core Scientific (CORZ) does the filing describe?

The filing details options to purchase 2,534,000 Core Scientific shares at exercise prices of $18 and $20, expiring in April and May 2026, plus 313,646 warrant shares. It also lists various bought and sold call and put options with strikes between $14 and $25 expiring in April and May 2026.

How are Core Scientific (CORZ) shares held across funds and accounts in this filing?

Shares are directly held by the Strategic Fund, Global Fund and separate accounts, which are investment management clients of Two Seas Capital. These clients retain economic interests, while voting and investment power is delegated to Two Seas Capital under investment management agreements.

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

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Accepted by SEC EDGAR 03/20/2026 - 08:39 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

03/18/2026

(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 17,466,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,466,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,466,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.5 %

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 17,466,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,466,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,466,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.5 %

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 17,466,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,466,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,466,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.5 %

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 2,304,944 shares of Common Stock directly held by the Strategic Fund reported herein was $30,826,040. The aggregate purchase price of the 11,899,409 shares of Common Stock, 25,340 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $130,174,769. The aggregate purchase price of the 414,680 shares of Common Stock directly held by the Accounts reported herein was $6,653,170. 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 4.	Purpose of Transaction
	Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: On March 15, 2026, TSC agreed to waive a provision in the previously disclosed Cooperation Agreement that required the Issuer to appoint one independent director following the execution of the Cooperation Agreement and prior to March 15, 2026, as long as the Issuer remains in compliance with all other provisions of the Cooperation Agreement and the Issuer complies with the appointment requirement prior to May 30, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Each of the Reporting Persons may be deemed to beneficially own 17,466,679 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 2,534,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 5.5% of the shares of Common Stock outstanding, based on 315,332,655 shares of Common Stock outstanding as of February 26, 2026, based on information disclosed in the Issuer's Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 2, 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 534,000 shares of Common Stock held by the Global Fund with an exercise price of $20 that expire on April 17, 2026, and 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. The Global Fund has also purchased options to sell 1,620,700 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. The Global Fund also has sold options to sell 1,620,700 shares of Common Stock with an exercise price $14 that expire on April 17, 2026, and has sold options to purchase 2,000,000 shares of Common Stock with an exercise price of $25 that expire on May 15, 2026. In addition, the Strategic Fund has sold options to purchase 485,100 shares of Common Stock with an exercise price of $20 that expire on April 17, 2026, and options to sell 323,400 shares of Common Stock with an exercise price of $14 that expire on April 17, 2026. The Strategic Fund has also purchased options to sell 323,400 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. Further, the Accounts have sold options to purchase 83,900 shares of Common Stock with an exercise price of $20 that expire on April 17, 2026, and options to sell 55,900 shares of Common Stock with an exercise price of $14 that expire on April 17, 2026. The Accounts have also purchased options to sell 55,900 shares of Common Stock with an exercise price of $17 that expire on April 17, 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 March 4, 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)	Not applicable.
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 Items 4 and 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 March 4, 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:	03/20/2026

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	03/20/2026

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	03/20/2026