SCHEDULE: Two Seas Capital Boosts Core Scientific Stake to 7.2%

Two Seas Capital LP and its affiliates have increased their beneficial ownership in Core Scientific, Inc. to 7.2%, signaling continued investment interest.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, "Reporting Persons") beneficially own 22,472,467 shares of Core Scientific, Inc. Common Stock.
• This ownership represents approximately 7.2% of the 310,061,300 shares outstanding as of October 20, 2025.
• The holdings include 313,646 shares issuable upon exercise of warrants and 5,077,600 shares issuable upon exercise of options.
• The securities were acquired for investment purposes, as the Reporting Persons believe they represent an attractive investment opportunity.
• The Reporting Persons may engage in discussions with Core Scientific's management and board on various topics, including business strategy, corporate governance, and financial condition.
• They also intend to review their investment continuously and may increase or decrease their positions in the Issuer's securities.
• Transactions since December 18, 2025, include both purchases and sales of common stock, as well as the exercise of call and put options.

Sentiment

Score: 6

Explanation: The Reporting Persons acquired securities believing they represented an attractive investment opportunity and intend to engage with management on strategic matters. However, the detailed transaction history shows both purchases and sales, including hedging activities (put options), suggesting a dynamic and potentially cautious investment approach rather than a purely long-term, passive accumulation.

Positives

• Reporting Persons acquired securities because they believed they represented an attractive investment opportunity.
• The investor's stated intent to engage with Core Scientific's management and board on strategic and governance matters could lead to positive corporate developments.

Negatives

• The Reporting Persons have engaged in significant selling activity of common stock since December 18, 2025, alongside some purchases, indicating active trading rather than pure accumulation.
• The exercise of a put option for 240,000 shares at an exercise price of $21.00 suggests a hedging strategy or a belief that the stock price might fall below that level.

Risks

• The Reporting Persons may increase or decrease their positions in Core Scientific's securities at any time, which could impact the stock price.
• Overall market conditions and other investment opportunities available to the Reporting Persons could influence their future actions regarding their investment.
• The use of margin loans by the Funds and Accounts for purchasing securities introduces financial leverage risk.

Future Outlook

The Reporting Persons intend to continuously review their investment in Core Scientific, potentially increasing or decreasing their positions based on various factors including the Issuer's financial position, strategic direction, market conditions, and other investment opportunities. They may also engage in discussions with management and other stakeholders to influence the company's direction.

Industry Context

This filing indicates a significant institutional investor's active interest and involvement in Core Scientific. Such an active stake and stated intent to engage with management could be seen as a vote of confidence or a push for strategic changes within the company, which is common in evolving and capital-intensive sectors.

Corporate Governance

Stakeholder Impact

• Shareholders: The active trading and potential engagement by a significant investor could influence share price volatility and strategic direction. The investor's belief in an "attractive investment opportunity" might be seen positively.
• Management/Board: Potential discussions with Reporting Persons could lead to increased scrutiny or pressure for strategic adjustments, capital allocation changes, or governance reforms.

Next Steps

• Reporting Persons will continue to review their investment in Core Scientific on an ongoing basis.
• They may engage in discussions with Core Scientific's officers and directors regarding various aspects of the company's business and strategy.
• They may increase or decrease their holdings in Core Scientific's securities through open market or private transactions.
• They may enter into transactions to increase or hedge their economic exposure to Core Scientific's shares.

Key Dates

Recommendation

While the Reporting Persons view Core Scientific as an "attractive investment opportunity" and intend to engage with management, their recent trading activity, including significant sales and hedging through put options, suggests a complex and actively managed position rather than a straightforward bullish stance. This indicates a nuanced outlook, warranting a "hold" recommendation for other investors to observe how these intentions and market dynamics unfold.

Keywords

Core Scientific, CORZ, Two Seas Capital, Schedule 13D, Beneficial Ownership, Investment, Common Stock, Options, Warrants, Shareholder, Investor, Corporate Governance