SCHEDULE: Two Seas Capital Amends Core Scientific Stake to 7.9%
Beneficial Ownership Update
Two Seas Capital LP and its affiliates filed an Amendment No. 4 to Schedule 13D, updating their beneficial ownership in Core Scientific, Inc. to 7.9% and detailing recent trading activities.
Summary
- Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") beneficially own 24,620,261 shares of Core Scientific, Inc. common stock.
- This beneficial ownership represents approximately 7.9% of the 310,061,300 shares of Common Stock outstanding as of October 20, 2025.
- The total beneficial ownership includes 313,646 shares issuable upon exercise of warrants and 8,477,600 shares from options.
- The aggregate purchase price for the shares and derivatives directly held by the Strategic Fund, Global Fund, and Accounts totals approximately $198.53 million.
- Recent transactions between November 18, 2025, and December 1, 2025, show a mix of common stock purchases and sales, alongside various options activities, including buying to close put options and selling call options.
Sentiment
Score: 6
Explanation: The reporting persons maintain a significant beneficial ownership of 7.9% in Core Scientific, Inc., indicating continued interest. However, recent transactions show a mixed pattern of both common stock purchases and sales, alongside complex options strategies including buying to close put options and selling call options, suggesting active portfolio management and hedging rather than a purely directional bet.
Positives
- The Reporting Persons maintain a significant beneficial ownership of 7.9% in Core Scientific, Inc., indicating continued strategic interest in the company.
- The funds made several purchases of common stock during the reporting period, including 201,849 shares at $15.372, 300,000 shares at $15.141, 250,000 shares at $14.739, 78,461 shares at $15.480, 350,000 shares at $16.840, and 100,000 shares at $16.874 by the Global Fund, and 39,754 shares at $15.372 by the Strategic Fund, and 5,878 shares at $15.372 and 2,519 shares at $15.372 by the Accounts.
- The "buy to close" put options transactions could indicate a reduction in previously held bearish positions or a rebalancing of hedging strategies.
Negatives
- The funds engaged in significant sales of common stock during the reporting period, including 205,000 shares at $15.480, 250,000 shares at $15.714, 406,953 shares at $15.462, 200,000 shares at $16.20, 50,000 shares at $16.24, 61,112 shares at $16.50, and 150,000 shares at $16.695 by the Global Fund, and 76,821 shares at $15.462 and 11,466 shares at $16.500 by the Strategic Fund, and 11,358 shares at $15.462, 4,868 shares at $15.462, 1,695 shares at $16.500, and 727 shares at $16.500 by the Accounts.
- The Global Fund has sold call options to purchase 1,101,200 shares at an exercise price of $23 and 5,077,600 shares at $22, expiring February 20, 2026, which could cap potential upside gains if the stock price rises above these levels.
- The Accounts sold call options to purchase 441,000 shares at an exercise price of $30, expiring January 26, 2026, similarly limiting upside.
Risks
- The funds' use of margin loans as part of their working capital for securities purchases introduces financial leverage and associated risks to the reporting persons.
- The complex options strategies employed, including holding and selling various call and put options, expose the reporting persons to market volatility and potential losses depending on the movement of Core Scientific's stock price.
- The significant beneficial ownership by a single group could lead to concentrated voting power, potentially influencing corporate decisions.
Future Outlook
The filing does not provide any explicit forward-looking statements or guidance from Core Scientific, Inc. or the Reporting Persons regarding the company's future performance or strategic direction, beyond the expiration dates of various options.
Industry Context
This filing is an update on an institutional investor's stake and trading activities in Core Scientific, Inc., a company operating in the digital asset mining industry. It does not provide broader analysis of industry trends or competitors.
Related Party Transactions
- The filing details the relationship between Two Seas Capital LP, Two Seas Capital GP LLC (its general partner), and Sina Toussi (Chief Investment Officer of TSC and Managing Member of TSC GP), who collectively act as Reporting Persons and exercise voting and investment power over the securities held by the Funds and Accounts.
Stakeholder Impact
- Shareholders: The significant stake and active trading by a large institutional investor could influence market perception, trading volume, and liquidity of Core Scientific's stock. The complex options positions could also affect price dynamics and volatility.
- Creditors: The use of margin loans by the Reporting Persons to finance their investments introduces leverage, which could be a factor for creditors of the funds, though not directly for Core Scientific's creditors.
Key Dates
| Date | Description |
|---|---|
| 2025-08-08 | Initial Schedule 13D filed by Reporting Persons. |
| 2025-10-09 | Amendment No. 1 to Schedule 13D filed. |
| 2025-10-20 | Date as of which 310,061,300 shares of Common Stock were outstanding, based on Issuer's Form 10-Q. |
| 2025-10-24 | Issuer's Form 10-Q filed with the SEC. |
| 2025-10-31 | Amendment No. 2 to Schedule 13D filed. |
| 2025-11-17 | Amendment No. 3 to Schedule 13D filed. |
| 2025-11-18 | Start date of detailed transactions reported in Exhibit 99.1. |
| 2025-11-26 | Date of event which requires filing of this statement (Amendment No. 4). |
| 2025-12-01 | End date of detailed transactions reported in Exhibit 99.1 and date of signing this Amendment No. 4. |
| 2025-12-19 | Expiration date for various put options held and sold by the Global Fund and put options bought to close by the Funds and Accounts. |
| 2026-01-16 | Expiration date for call options held by the Global Fund and put options held by the Accounts. |
| 2026-01-26 | Expiration date for call options sold by the Accounts. |
| 2026-02-20 | Expiration date for various call and put options held and sold by the Global Fund and put options bought to close by the Global Fund. |
Recommendation
holdThe filing indicates a substantial, actively managed stake by Two Seas Capital. While there are recent purchases of common stock, there are also significant sales and complex options strategies, including selling calls and buying to close puts. This suggests a nuanced, hedged position rather than a strong directional conviction. Investors should monitor future filings for clearer directional signals, but for now, holding seems appropriate given the mixed signals and active management.
Keywords
Core Scientific, CORZ, Two Seas Capital, Schedule 13D, beneficial ownership, institutional investor, common stock, options, warrants, SEC filing
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