Core Scientific SEC Filings

Core Scientific, Inc. entered into a senior secured term loan facility of $500.0 million with lenders arranged by Morgan Stanley Senior Funding, Inc. The 364-day facility bears interest at term SOFR plus 2.50%, and the company borrowed the full initial $500.0 million on March 5, 2026.

The credit agreement includes an accordion feature allowing Core Scientific to request up to an additional $500.0 million in commitments, for potential total commitments of $1.0 billion. Proceeds are earmarked for developing data center assets, including equipment, energy-related deposits and real estate, and to pay associated fees and expenses, but not to repay other debt or fund dividends.

The loans are guaranteed by certain wholly owned material domestic subsidiaries and secured by a first-priority lien on substantially all of their assets. Core Scientific may prepay at any time without penalty, but must also use 100% of specified asset sale, debt, insurance, equity raise and fee proceeds to reduce commitments or prepay loans, subject to customary exceptions.

Core Scientific, Inc. (CORZ) received an amended Schedule 13D/A from Two Seas Capital and affiliates reporting a 5.9% beneficial stake in its common stock. The group reports beneficial ownership of 18,716,679 shares, including 313,646 shares issuable upon exercise of warrants and options to purchase 2,034,000 shares of common stock.

The stake is held across the Strategic Fund, the Global Fund and separate Accounts, with aggregate purchase prices of $36,028,987.73, $146,749,421.80 and $7,180,487.49, respectively. Two Seas Capital has sole voting and investment power under investment management agreements, while the underlying funds and accounts and their investors participate economically through their partnership or investment interests.

Core Scientific, Inc. files its Annual Report describing a major shift from bitcoin-focused operations to high-density colocation data centers for AI and other high-performance computing workloads. As of December 31, 2025, it owned or leased ten U.S. data centers with about 1.4 GW of gross utility power capacity and 920 MW of total leasable customer power capacity.

The company has three segments: Colocation, Digital Asset Self-Mining, and Digital Asset Hosted Mining, with most 2025 revenue still from bitcoin mining but expected to tilt toward colocation in 2026 through large contracts with CoreWeave. Core Scientific highlights heavy capital needs, power-cost and power-availability risks, bitcoin price and network hash-rate pressure, climate and regulatory uncertainty, and dependence on a single colocation customer.

It discloses a material weakness in internal control over financial reporting and ongoing remediation efforts. As of June 30, 2025, the aggregate market value of non-affiliate common stock was approximately $4.25 billion, and as of February 26, 2026, 315,332,655 common shares were outstanding.

Core Scientific, Inc. filed an amended quarterly report for the period ended September 30, 2025 to restate prior financial statements and correct a material error in accounting for property, plant and equipment. Assets committed to demolition had been improperly capitalized instead of written down, overstating net property, plant and equipment by about $124.7 million and understating accumulated deficit by the same amount.

For the nine months ended September 30, 2025, revenue was $239.3 million, down from $415.7 million a year earlier, driven by lower digital asset self‑mining and hosted mining revenue, partly offset by growth in colocation revenue to $34.1 million. The company reported a net loss of $504.6 million versus $1.15 billion in the prior‑year period, with results heavily affected by a $363.4 million increase in the fair value of warrant and contingent value right liabilities.

As of September 30, 2025, cash and cash equivalents were $453.4 million, digital assets were $241.4 million, and there was a stockholders’ deficit of $1.25 billion, including warrant liabilities of $1.33 billion and convertible and other notes payable of $1.06 billion. Management identified a material weakness in internal control over financial reporting, concluding that internal control and disclosure controls were not effective for year‑ends 2024 and 2025 and the interim restated periods.

Core Scientific, Inc. filed an amended quarterly report to restate prior financial statements after identifying material errors in accounting for property, plant and equipment tied to converting bitcoin-mining facilities to high-performance computing colocation.

The company had improperly continued capitalizing assets committed to demolition instead of recording timely impairment charges. As of June 30, 2025, this restatement reduced property, plant and equipment by about $127.3 million and increased accumulated deficit by the same amount. Selling, general and administrative expense for the first half of 2025 rose by roughly $4.4 million, modestly increasing net loss, while revenue, cost of revenue and total net cash flows were unchanged, aside from a reclassification between investing and operating cash flows.

Core Scientific reported a six-month 2025 net loss of $360.5 million, heavily influenced by noncash fair-value losses on warrants and contingent value rights. At June 30, 2025, the company held $581.3 million of cash and cash equivalents and $172.8 million of bitcoin, against $3.04 billion of total liabilities and a stockholders’ deficit of $1.19 billion, including $1.32 billion of warrant liabilities and $1.06 billion of convertible and other notes payable, net.

Management concluded a material weakness exists in internal control over financial reporting related to this error, and determined that disclosure controls and procedures were not effective for 2024, 2025 and all affected interim periods. The amendment replaces key sections of the prior filing, including financial statements, management’s discussion and analysis, controls and procedures and risk factors. Core Scientific also highlights significant growth in its Colocation segment, backed by about $1.71 billion of capital-expenditure commitments to convert data centers for GPU-based workloads, most of which will be funded or reimbursed by its primary colocation customer.

Core Scientific, Inc. filed an amended quarterly report to restate prior financial statements after identifying material errors in accounting for property, plant and equipment. Assets committed to demolition during the shift from bitcoin mining to high-performance computing colocation were left capitalized instead of being impaired.

The correction reduced property, plant and equipment, net, by about $127.3 million as of March 31 2025 and increased accumulated deficit by the same amount, and raised selling, general and administrative expense for the quarter by about $4.4 million. Revenue for the quarter remained $79.5 million, but gross profit dropped to $8.2 million.

Despite this, Core Scientific reported net income of $576.3 million for the quarter, largely driven by a $621.5 million non‑cash gain from changes in the fair value of warrants and contingent value rights. Operating cash flow was a $45.0 million outflow, and cash, cash equivalents and restricted cash ended at $698.7 million.

The company concluded the errors were material and that earlier financial statements for several 2024 and 2025 periods should no longer be relied upon. Management identified a material weakness in internal control over financial reporting and deemed controls ineffective for the 2024 and 2025 year‑ends and interim 2025 non‑reliance periods, and outlines remediation plans in its controls discussion.

Two Seas Capital and affiliates report beneficial ownership of 20,697,679 Core Scientific common shares, representing about 6.7% of the company, including shares underlying warrants and options. They have entered into a cooperation agreement with Core Scientific that reshapes the board and sets ownership and voting commitments.

The agreement calls for appointing three independent directors, one by March 15, 2026, a second around the 2026 annual meeting but no later than September 15, 2026, and a third before the 2027 annual meeting, each in consultation with Two Seas Capital. One current director will not stand for re-election at the 2027 meeting, and current board chair Jordan Levy will not stand for re-election at the 2026 meeting.

The cooperation agreement includes standstill terms, limiting Two Seas Capital from increasing its beneficial ownership to 9.9% or more of outstanding shares and requiring it to vote its shares at the 2026 and 2027 annual meetings in line with board recommendations.

Core Scientific, Inc. entered into a cooperation agreement with Two Seas Capital LP that will reshape its board over the next two years. The company will appoint one new independent director by March 15, 2026, a second by no later than September 15, 2026, and a third before the 2027 annual meeting, each in consultation with Two Seas.

Until the 2027 annual meeting, the board size will be capped at nine directors and cannot be reduced in a way that forces any of the new directors to resign without Two Seas’ consent. One current director will not be nominated for re-election at the 2027 meeting. Two Seas agreed to a one-year standstill, voting commitments through the 2027 annual meeting, and mutual non-disparagement. Separately, Chairman Jordan Levy told the board he will not stand for re-election at the 2026 annual meeting, citing personal reasons and no disagreement with the company.

Core Scientific, Inc. entered into a cooperation agreement with Two Seas Capital LP that will reshape its board over the next two years. The company plans to appoint one independent director by March 15, 2026, a second by no later than September 15, 2026, and a third before the 2027 annual meeting, all in consultation with Two Seas.

Until the 2027 annual meeting, the board size will be capped at nine directors and cannot be reduced in a way that forces any of the new directors to resign without Two Seas’ consent. One current director will not be nominated in 2027, and Chairman Jordan Levy has informed the company he will not stand for re-election at the 2026 annual meeting, a decision stated as not due to any disagreement. Two Seas agreed to a one-year standstill, longer voting commitments through the 2027 annual meeting, and mutual non-disparagement.