[SCHEDULE 13D] Core Scientific, Inc. Tranche 2 Warrants SEC Filing

Rhea-AI Filing Summary

Situational Awareness entities and two individuals filed a Schedule 13D reporting shared beneficial ownership of 17,682,918 shares of Core Scientific, Inc. common stock, representing 5.8% of the class based on 305,408,442 shares outstanding as of August 5, 2025. The filing states the Fund used $213,190,431.12 of working capital to acquire the shares, largely through a series of open-market purchases in July and August 2025 at prices reported between $13.189 and $14.9047 per share. The reporting persons say the stock was acquired for investment because they considered it undervalued and they reserve the right to buy, sell, hedge, or communicate with other stakeholders, but currently have no present plan to effect specific corporate changes.

Positive

• Material ownership disclosed: 17,682,918 shares representing 5.8% of common stock.
• Substantial capital deployed: Fund used $213,190,431.12 to acquire the shares.
• Transparent recent purchases: Multiple open-market buys between 7/18/2025 and 8/13/2025 with reported per-share prices from $13.189 to $14.9047.

Negative

• No sole voting power: Reporting persons report 0 shares with sole voting or dispositive power, indicating no unilateral control.
• Fund disclaimer on beneficial ownership: Filing states the Fund "should not be construed as an admission" that it is a beneficial owner, creating ambiguity about the Fund's legal status regarding these securities.

Insights

Financial Analyst

TL;DR: A coordinated investor group now holds a material 5.8% stake after >$213M of purchases, signalling meaningful activist or investment interest.

The Schedule 13D discloses 17,682,918 shares (5.8%) acquired by Situational Awareness-related entities and two reporting persons, purchased with $213,190,431.12 of Fund capital. The filing documents substantial, discrete open-market buys between 7/18/2025 and 8/13/2025 at per-share prices from $13.189 to $14.9047. For investors, a >5% disclosed holding is material because it triggers enhanced disclosure and the potential for future engagement or trading activity. The reporting persons state investment intent and retain flexibility to increase, decrease, hedge, or otherwise trade the position.

Corporate Governance Expert

TL;DR: Ownership is shared among adviser/fund entities with no sole voting or dispositive power, limiting unilateral control despite material stake.

The filing shows 0 shares with sole voting or dispositive power and 17,682,918 with shared voting and dispositive power across the reporting persons, and the Fund includes a disclaimer regarding beneficial ownership. The reporting persons expressly disclaim group membership and state no present plan to pursue specific corporate actions, although they may communicate with management or other shareholders. From a governance standpoint, the stake is material but organized as shared authority, reducing immediate prospects for unilateral governance changes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Core Scientific, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21874A106

(CUSIP Number)

Anthony J. Caldwell, Esq
425 Market Street, 11th Floor,
San Francisco, CA, 94105
(415) 421-6500

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

08/12/2025

(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

Situational Awareness 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 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 21874A106

1

Name of reporting person

SAF AI GP 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 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

HC, PN

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 21874A106

1

Name of reporting person

Situational Awareness 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 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 21874A106

1

Name of reporting person

Situational Awareness Partners 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)

WC

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 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 21874A106

1

Name of reporting person

Leopold Aschenbrenner

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

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

CUSIP No. 21874A106

1

Name of reporting person

Carl Shulman

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 0.00
8	Shared Voting Power 17,682,918.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,682,918.00

11

Aggregate amount beneficially owned by each reporting person

17,682,918.00

12

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

13

Percent of class represented by amount in Row (11)

5.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Percentage calculated based on 305,408,442 shares of Common Stock outstanding on August 5, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Core Scientific, Inc.
(c)	Address of Issuer's Principal Executive Offices: 838 WALKER ROAD, SUITE 21-2105, DOVER, DELAWARE , 19904.
Item 2.	Identity and Background
(a)	The reporting persons are: Situational Awareness LP, a Delaware limited partnership ("Adviser") SAF AI GP LP, a Delaware limited partnership ("General Partner") Situational Awareness LLC, a Delaware limited liability company ("SA LLC") Situational Awareness Partners LP, a Delaware limited partnership ("Fund") Leopold Aschenbrenner Carl Shulman The reporting persons are filing this statement jointly, but not as members of a group, and they expressly disclaim membership in a group. In addition, the filing of this Schedule 13D on behalf of Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any securities covered by this Schedule 13D. Each reporting person also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
(b)	512 Second Street, Suite 400, San Francisco, CA 94107
(c)	Adviser is an investment adviser to the Fund. General Partner is the general partner of the Fund. SA LLC is the general partner of Adviser. Mr. Aschenbrenner is the managing partner and control person of Adviser and General Partner and the manager of SA LLC. Mr. Shulman is the co-portfolio manager of the Fund.
(d)	During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	For citizenship of the reporting persons, see Item 6 of each reporting person's cover page.
Item 3.	Source and Amount of Funds or Other Consideration
	The Fund used its working capital to purchase the Issuer's Common Stock. The amount of funds used in purchasing the Issuer's Common Stock was $213,190,431.12.
Item 4.	Purpose of Transaction
	The reporting persons acquired the Common Stock for investment purposes based on their belief that the Common Stock, when purchased, was undervalued and represented an attractive investment opportunity. The reporting persons will routinely monitor the Issuer regarding a wide variety of factors that affect their investment considerations, including, current and anticipated future trading prices of the Common Stock and other securities, the Issuer's operations, assets, prospects, financial position, and business development, Issuer's management, Issuer-related competitive and strategic matters, general economic, financial market and industry conditions, and other investment considerations. Depending on their evaluation of various factors, the reporting persons may take such actions regarding their holdings of the Issuer's securities as they deem appropriate in light of circumstances existing from time to time. Such actions may include purchasing additional Common Stock in the open market, through privately negotiated transactions with third parties or otherwise, and selling at any time, in the open market, through privately negotiated transactions with third parties or otherwise, all or part of the Common Stock that they now own or hereafter acquire. The reporting persons also may from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock or pledge their interests in the Common Stock to obtain liquidity. In addition, from time to time the reporting persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties about the Issuer. The reporting persons have no present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the reporting persons may recommend action to the Issuer's management, board of directors and stockholders. Any such actions could involve one or more of the events referred to in clauses (a) through (j) of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, changes in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization.
Item 5.	Interest in Securities of the Issuer
(a)	Aggregate number of shares beneficially owned by the reporting persons: Adviser: 17,682,918 General Partner: 17,682,918 SA LLC: 17,682,918 Fund: 17,682,918 Aschenbrenner: 17,682,918 Shulman: 17,682,918 Aggregate percentage of the class of Common Stock beneficially owned by the reporting persons: Adviser: 5.8% General Partner: 5.8% SA LLC: 5.8% Fund: 5.8% Aschenbrenner: 5.8% Shulman: 5.8%
(b)	Number of shares as to which the each reporting person has: (i) Sole power to vote or to direct the vote: Adviser: 0 General Partner: 0 SA LLC: 0 Fund: 0 Aschenbrenner: 0 Shulman: 0 (ii) Shared power to vote or to direct the vote: Adviser: 17,682,918 General Partner: 17,682,918 SA LLC: 17,682,918 Fund: 17,682,918 Aschenbrenner: 17,682,918 Shulman: 17,682,918 (iii) Sole power to dispose or to direct the disposition of: Adviser: 0 General Partner: 0 SA LLC: 0 Fund: 0 Aschenbrenner: 0 Shulman: 0 (iv) Shared power to dispose or to direct the disposition of:? Adviser: 17,682,918 General Partner: 17,682,918 SA LLC: 17,682,918 Fund: 17,682,918 Aschenbrenner: 17,682,918 Shulman: 17,682,918
(c)	The reporting persons engaged in the following transactions in the Issuer's Common Stock in the 60 days preceding the date of this Schedule 13D: On 7/18/2025, the Fund purchased 203,578 shares of the Issuer's Common Stock for the price of $13.189 per share. On 7/21/2025, the Fund purchased 315,005 shares of the Issuer's Common Stock for the price of $13.4761 per share. On 7/22/2025, the Fund purchased 199,461 shares of the Issuer's Common Stock for the price of $13.2394 per share. On 7/31/2025, the Fund purchased 676,250 shares of the Issuer's Common Stock for the price of $13.5673 per share. On 8/5/2025, the Fund purchased 1,000,000 shares of the Issuer's Common Stock for the price of $13.7541 per share. On 8/6/2025, the Fund purchased 1,000,000 shares of the Issuer's Common Stock for the price of $13.9858 per share. On 8/7/2025, the Fund purchased 1,000,000 shares of the Issuer's Common Stock for the price of $14.3211 per share. On 8/8/2025, the Fund purchased 682,666 shares of the Issuer's Common Stock for the price of $14.32 per share. On 8/11/2025, the Fund purchased 679,702 shares of the Issuer's Common Stock for the price of $14.6581 per share. On 8/11/2025, the Fund purchased 813,431 shares of the Issuer's Common Stock for the price of $14.5991 per share. On 8/12/2025, the Fund purchased 3,064,787 shares of the Issuer's Common Stock for the price of $14.9047 per share. On 8/13/2025, the Fund purchased 615,413 shares of the Issuer's Common Stock for the price of $13.8451 per share.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Adviser is the investment adviser to its clients pursuant to investment management agreements or limited partnership agreements providing to Adviser the authority, among other things, to invest the funds of such clients in Stock, to vote and dispose of Stock and to file this statement on behalf of such clients. Pursuant to such limited partnership agreements, General Partner is entitled to allocations based on assets under management and realized and unrealized gains. Pursuant to such investment management agreements, Adviser is entitled to fees based on assets under management and realized and unrealized gains.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

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.

Situational Awareness LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Managing Partner
Date:	08/19/2025

SAF AI GP LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Managing Partner
Date:	08/19/2025

Situational Awareness LLC

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Manager
Date:	08/19/2025

Situational Awareness Partners LP

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Managing Partner of SAF AI GP LP, general partner of Situational Awareness Partners LP
Date:	08/19/2025

Leopold Aschenbrenner

Signature:	/s/ Leopold Aschenbrenner
Name/Title:	Reporting person
Date:	08/19/2025

Carl Shulman

Signature:	/s/ Carl Shulman
Name/Title:	Reporting person
Date:	08/19/2025

FAQ

What stake in Core Scientific (CORZZ) did Situational Awareness report?

The reporting persons disclosed shared beneficial ownership of 17,682,918 shares, equal to 5.8% of the outstanding common stock based on 305,408,442 shares.

How much did the Fund spend to acquire the reported CORZZ shares?

The Fund used $213,190,431.12 of working capital to purchase Core Scientific common stock.

When were the shares purchased and at what price range?

Open-market purchases occurred between 7/18/2025 and 8/13/2025 at prices reported between $13.189 and $14.9047 per share.

Do the reporting persons have sole voting control over the CORZZ shares?

No. The filing reports 0 shares with sole voting power; all 17,682,918 shares are reported as shared voting and dispositive power.

Does the Schedule 13D indicate an activist plan to change Core Scientific's management or strategy?

The filing states the shares were acquired for investment and that the reporting persons have no present plan to effect the actions listed in Item 4, though they may recommend actions in the future.

Which entities and individuals filed this Schedule 13D for CORZZ?

Filers include Situational Awareness LP, SAF AI GP LP, Situational Awareness LLC, Situational Awareness Partners LP, Leopold Aschenbrenner, and Carl Shulman.