SCHEDULE: Two Seas Capital Amends Core Scientific Director Pact

Two Seas Capital LP has agreed to waive a deadline for Core Scientific, Inc. to appoint an independent director, extending it to May 30, 2026.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi beneficially own 17,466,679 shares of Core Scientific, Inc. Common Stock, representing approximately 5.5% of the outstanding shares.
• This ownership includes 313,646 shares issuable upon exercise of warrants and 2,534,000 shares from options.
• The aggregate purchase price for 2,304,944 shares of Common Stock directly held by the Strategic Fund was $30,826,040.
• The Global Fund's holdings, including 11,899,409 shares, 25,340 options, and 313,646 warrants, were acquired for an aggregate purchase price of $130,174,769.
• The Accounts purchased 414,680 shares of Common Stock for an aggregate purchase price of $6,653,170.
• Two Seas Capital (TSC) waived a provision in a previously disclosed Cooperation Agreement, extending the deadline for Core Scientific to appoint one independent director from March 15, 2026, to May 30, 2026.
• The waiver is contingent on Core Scientific remaining compliant with all other provisions of the Cooperation Agreement.
• The reporting persons engaged in various common stock and options transactions (both purchases and sales) on behalf of the Funds and Accounts between March 4, 2026, and March 20, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral development. While the delay in appointing a director is a negative governance signal, the waiver by Two Seas Capital suggests ongoing dialogue and a willingness to cooperate, preventing immediate escalation.

Positives

• The waiver indicates a degree of flexibility and potentially ongoing cooperation between Two Seas Capital and Core Scientific regarding corporate governance matters, avoiding immediate conflict.

Negatives

• Core Scientific failed to appoint an independent director by the original March 15, 2026 deadline, suggesting a potential delay in fulfilling a corporate governance commitment.

Risks

• Failure by Core Scientific to comply with other provisions of the Cooperation Agreement could nullify the waiver and potentially lead to further issues with Two Seas Capital.
• The active trading in options and common stock by the reporting persons introduces volatility and potential for significant changes in their beneficial ownership and influence.

Future Outlook

The filing indicates a continued relationship between Two Seas Capital and Core Scientific, with a revised timeline for a key corporate governance action. The active trading in options suggests ongoing strategic positioning by Two Seas Capital.

Industry Context

StockSavvy.ai notes that Schedule 13D filings often signal active investor interest or potential for shareholder activism. The waiver of a director appointment deadline could be interpreted in various ways within the industry: either as a sign of constructive engagement and flexibility, or as an indication of challenges in corporate governance at Core Scientific. For companies in the cryptocurrency mining sector like Core Scientific, corporate governance and strategic investor relations are crucial for maintaining market confidence.

Comparison to Industry Standards

• This filing primarily details a specific shareholder's ownership position and a waiver related to a corporate governance agreement, rather than operational or financial results. Therefore, direct comparisons to global industry benchmarks for company performance or project results are not applicable.
• StockSavvy.ai notes that delays in fulfilling corporate governance commitments, such as appointing independent directors, can be viewed negatively against best practices in corporate governance across industries, even if a waiver is granted.

Corporate Governance

Stakeholder Impact

• Shareholders: The delay in appointing an independent director might raise questions about corporate governance effectiveness, but the waiver by a significant shareholder could be seen as a pragmatic solution. The active trading by Two Seas Capital indicates ongoing strategic interest.

Next Steps

• Core Scientific is required to appoint one independent director by May 30, 2026.
• Core Scientific must remain in compliance with all other provisions of the Cooperation Agreement.

Key Dates

Recommendation

The filing indicates a delay in a corporate governance commitment, which is a negative signal. However, the waiver by a major shareholder suggests a cooperative resolution rather than an adversarial one. The active trading by Two Seas Capital shows continued engagement but doesn't provide a clear directional signal for the stock based solely on this filing. Therefore, a 'hold' recommendation is appropriate as investors await further developments regarding the director appointment and Core Scientific's overall performance.

Keywords

Core Scientific, Two Seas Capital, Schedule 13D, Beneficial Ownership, Corporate Governance, Independent Director, Cooperation Agreement, Shareholder Activism, Common Stock, Options, Warrants