Two Seas Capital (CORZ) discloses 5.9% Core Scientific stake with major options exposure

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Two Seas Capital reports a 5.9% economic and derivative-driven stake in Core Scientific.

Two Seas Capital, its general partner, and Sina Toussi collectively report beneficial ownership of 18,716,679 Core Scientific common shares, about 5.9% of the class as of February 26, 2026. This total includes common shares, warrants, and options managed for several funds and accounts.

The filing details a complex options overlay: call and put options with strikes between $14 and $23 expiring in March 2026 and April 2026. These positions affect the group’s economic exposure and may influence incentives around near-term price moves and corporate events.

Voting and investment authority is centralized at Two Seas Capital under investment management agreements, while underlying investors retain economic rights to dividends and sale proceeds. Subsequent SEC filings and the exhibit of recent transactions may clarify how this exposure evolves around the listed 2026 option expirations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Core Scientific, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

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)

03/02/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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 18,716,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,716,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,716,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s):

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 18,716,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,716,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,716,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.9 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s):

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 18,716,679.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,716,679.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,716,679.00

12

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

13

Percent of class represented by amount in Row (11)

5.9 %

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 2,630,950 shares of Common Stock directly held by the Strategic Fund reported herein was $36,028,987.73. The aggregate purchase price of the 13,283,098 shares of Common Stock, 20,340 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $146,749,421.80. The aggregate purchase price of the 454,985 shares of Common Stock directly held by the Accounts reported herein was $7,180,487.49. 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 18,716,679 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 2,034,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 5.9% 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 1,500,000 shares of Common Stock held by the Global Fund with an exercise price of $18 that expire on March 20, 2026, and 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. The Global Fund has also purchased options to sell 2,431,000 shares of Common Stock with an exercise price of $17 that expire on April 17, 2026. The Global Fund also has sold options to purchase 1,500,000 shares of Common Stock with an exercise price $23 that expire on March 20, 2026, and options to sell 2,431,000 shares of Common Stock with an exercise price $14 that expire on April 17, 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 485,100 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 485,100 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 83,900 shares of Common Stock with an exercise price of $14 that expire on April 17, 2026. The Accounts have also purchased options to sell 83,900 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 February 19, 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 February 19, 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:	03/04/2026

Two Seas Capital GP LLC

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Managing Member
Date:	03/04/2026

Sina Toussi

Signature:	/s/ Sina Toussi
Name/Title:	Sina Toussi/Self
Date:	03/04/2026

FAQ

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

Two Seas Capital and related reporting persons report beneficial ownership of about 5.9% of Core Scientific’s common stock. This figure is based on 315,332,655 shares outstanding as of February 26, 2026, plus 313,646 shares issuable upon exercise of warrants held by the funds.

How many Core Scientific (CORZ) shares does Two Seas Capital beneficially own according to the filing?

The reporting persons may be deemed to beneficially own 18,716,679 shares of Core Scientific common stock. This total includes existing common shares, 313,646 shares issuable upon exercise of warrants, and options to purchase 2,034,000 shares held primarily by the Global Fund.

What is the structure of Two Seas Capital’s options exposure to Core Scientific (CORZ)?

The Global Fund holds call options to buy 2,034,000 Core Scientific shares at $18 and $20, expiring in March and April 2026. Various funds and accounts also hold sold calls and puts with strikes of $14, $17, $20, and $23, expiring April 17, 2026.

Who has voting and investment power over the Core Scientific (CORZ) securities in this Schedule 13D/A?

Two Seas Capital (TSC) has sole voting and investment power over the Core Scientific securities held by the funds and accounts. This authority arises from investment management agreements, while fund investors retain economic rights to dividends and sale proceeds based on their interests.

How much has Two Seas Capital’s group paid in total for its Core Scientific (CORZ) positions?

The filing discloses aggregate purchase prices of $36,028,987.73 for the Strategic Fund, $146,749,421.80 for the Global Fund, and $7,180,487.49 for the Accounts. These amounts reflect the cost of their reported Core Scientific common stock, options, and warrants.

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

The reporting persons are Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi. Each is deemed to beneficially own the same 18,716,679 Core Scientific shares because of their roles as investment adviser, general partner, and chief investment officer/managing member, respectively.