| 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 1 Comment:
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Two Seas Capital LP ("TSC"), Two Seas Capital GP LLC ("TSC GP") and Sina Toussi (collectively, the "Reporting Persons") on August 8, 2025. This Amendment No. 1 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. |
| 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 2,539,321 shares of Common Stock directly held by the Strategic Fund reported herein was approximately $34,271,121. The aggregate purchase price of the 12,961,981 shares of Common Stock, 34,000 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was approximately $136,531,588. The aggregate purchase price of the 687,676 shares of Common Stock directly held by the Accounts reported herein was approximately $9,628,940. 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| | Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
As previously disclosed, TSC has expressed its intent to vote against the adoption of the Merger Agreement at the upcoming Special Meeting and intends to solicit proxies against the Issuer's proposal to adopt the Merger Agreement at the Special Meeting. The Reporting Persons filed their Definitive Proxy Statement with the Securities and Exchange Commission in connection with the Special Meeting on September 29, 2025. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Each of the Reporting Persons may be deemed to beneficially own 19,902,624 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 3,400,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 6.5% of the shares of Common Stock outstanding, based on 307,355,193 shares of Common Stock outstanding as of September 19, 2025, based on information disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 26, 2025, 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 3,400,000 shares of Common Stock with an exercise price of $15 per share that expire on January 16, 2026. Global Fund sold options to purchase 1,700,000 shares of Common Stock with an exercise price of $21 per share that expire on January 16, 2026.
Item 6 of this Schedule 13D is incorporated herein by reference. |
| (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 during the past 60 days 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:
Item 5 of this Schedule 13D is incorporated herein by reference.
The Global Fund no longer has any cash-settled swaps positions. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 Transactions Effected by the Reporting Persons (on Behalf of the Funds and Accounts) During the Past 60 Days. |
