Two Seas discloses 5.7% Core Scientific (NASDAQ: CORZ) stake

Rhea-AI Filing Summary

Two Seas Capital and affiliates filed an amended Schedule 13D reporting a 5.7% beneficial stake in Core Scientific, Inc. common stock. They collectively report beneficial ownership of 17,918,778 shares, including 313,646 shares issuable upon exercise of warrants and options to purchase 3,534,000 shares.

The position is held across a Strategic Fund, a Global Fund and separate Accounts, with voting and investment power delegated to Two Seas Capital under Investment Management Agreements. The filing also details a range of options positions with exercise prices between $10 and $27 and expirations on various dates in 2026, reflecting both purchased and written options tied to Core Scientific shares.

Key Figures

Beneficial ownership: 17,918,778 shares Percent of class: 5.7% Shares outstanding: 315,594,802 shares +5 more

8 metrics

Beneficial ownership 17,918,778 shares Shares of Core Scientific common stock beneficially owned by reporting persons

Percent of class 5.7% Portion of Core Scientific common stock represented by beneficial ownership

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

Strategic Fund purchase price $29,198,117 Aggregate price for 2,181,569 Core Scientific shares held by the Strategic Fund

Global Fund purchase price $132,095,927 Aggregate price for 11,497,076 shares, options and warrants held by the Global Fund

Accounts purchase price $6,203,237 Aggregate price for 392,487 Core Scientific shares held by the Accounts

Options to purchase shares 3,534,000 shares Options to purchase Core Scientific common stock held by the Global Fund

Warrants issuable shares 313,646 shares Core Scientific shares issuable upon exercise of warrants held by the Funds

Key Terms

beneficially own, Investment Management Agreements, warrants, options to purchase Common Stock, +2 more

6 terms

beneficially own financial

"Each of the Reporting Persons may be deemed to beneficially own 17,918,778 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.

Investment Management Agreements financial

"pursuant to their respective Investment Management Agreements with TSC"

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

"The options to purchase Common Stock consist of options to purchase 534,000 shares of Common Stock"

options to sell financial

"options to sell 1,620,700 shares of Common Stock held by the Global Fund"

percent of class financial

"Such amount of beneficial ownership represents approximately 5.7% of the shares of Common Stock outstanding"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

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

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Accepted by SEC EDGAR 04/16/2026 - 08:35 PM Learn about SEC filing dates

FAQ

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

Two Seas Capital and related reporting persons disclose beneficial ownership of 17,918,778 Core Scientific shares, representing approximately 5.7% of the common stock. This figure includes shares, warrants, and options that can be exercised into additional stock.

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

The filing states there were 315,594,802 Core Scientific common shares outstanding as of March 23, 2026. This figure is based on the company’s proxy statement filed on March 31, 2026 and is used to calculate the 5.7% ownership.

What derivative positions linked to CORZ does the Global Fund hold?

The Global Fund holds options to purchase 3,534,000 Core Scientific shares at exercise prices of $18, $20 and $22, expiring in 2026. It has also written multiple options to sell shares at strike prices between $10 and $27 with 2026 expirations.

How much has Two Seas Capital paid for its Core Scientific positions?

The Strategic Fund paid $29,198,117 for 2,181,569 shares, the Global Fund paid $132,095,927 for 11,497,076 shares plus options and warrants, and the Accounts paid $6,203,237 for 392,487 shares, all funded from working capital.

Who controls voting and investment decisions for the CORZ securities?

Voting and investment power over the Core Scientific securities are delegated to Two Seas Capital under Investment Management Agreements. The funds and accounts themselves disclaim beneficial ownership because they cannot vote or dispose of the securities independently.

What is the purpose of this amended Schedule 13D for Core Scientific (CORZ)?

The amended Schedule 13D updates ownership, funding, and derivative details for Two Seas Capital and related parties in Core Scientific. It revises Item 3 and expands Item 5 to reflect current share, warrant, and options positions and how control is exercised.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

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)

04/14/2026

(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 17,918,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,918,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,918,778.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 17,918,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,918,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,918,778.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 17,918,778.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 17,918,778.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

17,918,778.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 2,181,569 shares of Common Stock directly held by the Strategic Fund reported herein was $29,198,117. The aggregate purchase price of the 11,497,076 shares of Common Stock, 35,340 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $132,095,927. The aggregate purchase price of the 392,487 shares of Common Stock directly held by the Accounts reported herein was $6,203,237. 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 17,918,778 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 3,534,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 5.7% 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 534,000 shares of Common Stock held by the Global Fund with an exercise price of $20 that expire on April 17, 2026, 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, and options to sell 1,620,700 shares of Common Stock held by the Global Fund with an exercise price of $17 that expire on April 17, 2026. The Global Fund has also sold options to sell 810,300 shares of Common Stock with an exercise price of $10 that expire on April 17, 2026. The Global Fund also has sold options to sell 810,300 shares of Common Stock with an exercise price $11 that expire on April 17, 2026, and has sold options to purchase 2,000,000 shares of Common Stock with an exercise price of $27 that expire on September 18, 2026. In addition, the Strategic Fund has sold options to sell 161,700 shares of Common Stock with an exercise price of $10 that expire on April 17, 2026, and options to sell 161,700 shares of Common Stock with an exercise price of $11 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 sell 28,000 shares of Common Stock with an exercise price of $10 that expire on April 17, 2026, and options to sell 28,000 shares of Common Stock with an exercise price of $11 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 20, 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 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 March 20, 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:	04/16/2026

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	04/16/2026

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	04/16/2026