Two Seas Capital Files Schedule 13D; 19.9M CORZ Shares, Proxy Campaign

Rhea-AI Filing Summary

Two Seas Capital amended its Schedule 13D to report that affiliated funds and accounts beneficially own 19,902,624 shares of Core Scientific common stock, equal to approximately 6.5% of the outstanding common shares. The filing breaks out purchase costs: the Global Fund paid about $136,531,588 for its positions (including 12,961,981 shares, 34,000 options and 313,646 warrants), the Strategic Fund paid about $34,271,121 for 2,539,321 shares, and certain Accounts paid about $9,628,940 for 687,676 shares. The reporting persons state they will vote against the proposed merger and have filed a Definitive Proxy Statement related to a Special Meeting on 09/29/2025. The filing notes options to buy 3,400,000 shares at $15 expiring on 01/16/2026, and that the Global Fund sold 1,700,000 options at an exercise price of $21 expiring the same date. The disclosure indicates sole voting and dispositive power is held by Two Seas Capital under investment management agreements.

Positive

• Significant economic stake: Beneficial ownership of 19,902,624 shares (~6.5%) provides meaningful investor influence
• Large cash commitment: The Global Fund paid approximately $136,531,588 and the Strategic Fund $34,271,121 for their positions
• Active governance engagement: Filing a Definitive Proxy Statement and stating intent to solicit proxies formalizes shareholder activism

Negative

• No controlling position: 6.5% ownership is influential but insufficient to unilaterally block a merger
• Near-term option expirations: Options to purchase 3,400,000 shares expire on 01/16/2026, creating timing risk for exercise and dilution
• Reliance on delegated authority: Funds disclaim beneficial ownership and have delegated voting and investment power to Two Seas Capital under management agreements

Insights

Activist Investor Strategist

TL;DR: A 6.5% stake plus proxy solicitation makes this a material activist move that can influence shareholder votes.

Holding 19.9M shares and economic exposure via warrants and options gives Two Seas Capital meaningful economic leverage without majority control. The public filing of a Definitive Proxy Statement and stated intent to solicit proxies against the merger formalizes an activist campaign ahead of the Special Meeting.

The campaign's near-term dependency is the record and voting timeline tied to the Special Meeting and proxy contest dynamics through Special Meeting. Monitor proxy counts, disclosure of additional share purchases, and any support from other large holders over the coming weeks.

Corporate Finance / Capital Structure Analyst

TL;DR: The reported purchases show substantial cash deployed—over $180M across funds—and include options/warrants that affect potential dilution and economic exposure.

The Global Fund's stated purchase price of $136.5M and the Strategic Fund's $34.3M indicate concentrated investment levels. Options to acquire 3.4M shares at $15 (expiring 01/16/2026) and sale of 1.7M options at $21 change the short-term economic payoff and potential share count if exercised.

Key near-term items to watch are option exercise outcomes by 01/16/2026, any announced additional purchases or margin use, and whether the funds increase position ahead of merger-related votes, which would affect dilution and voting tallies.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Core Scientific, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21874A106

(CUSIP Number)

Lawrence V. Palermo
Two Seas Capital LP, 32 Elm Place, 3rd Floor
Rye, NY, 10580
(646) 420-4504

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

10/07/2025

(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).

SCHEDULE 13D

CUSIP No. 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 19,902,624.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 19,902,624.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,902,624.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 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 19,902,624.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 19,902,624.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,902,624.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 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 19,902,624.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 19,902,624.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,902,624.00

12

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

13

Percent of class represented by amount in Row (11)

6.5 %

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 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.

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:	10/09/2025

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	10/09/2025

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	10/09/2025

FAQ

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

Two Seas Capital reports beneficial ownership of 19,902,624 shares, representing approximately 6.5% of Core Scientific's outstanding common stock.

How much did Two Seas Capital pay for its Core Scientific positions?

The filing states the Global Fund paid about $136,531,588, the Strategic Fund about $34,271,121, and certain Accounts about $9,628,940.

Is Two Seas Capital seeking to influence corporate action at Core Scientific (CORZ)?

Yes. The reporting persons state they intend to vote against the Merger Agreement and have filed a Definitive Proxy Statement to solicit proxies related to the Special Meeting.

Are there options or warrants included in the reported position?

Yes. The position includes options to purchase 3,400,000 shares at $15 expiring on 01/16/2026, and the Global Fund sold 1,700,000 options at $21 with the same expiration. There are also 313,646 warrants reported.

Who holds voting and investment power over the reported securities?

The Funds and Accounts delegated sole voting and dispositive power to Two Seas Capital under their Investment Management Agreements; Two Seas Capital and affiliated entities are thus reported as the parties with voting authority.