SCHEDULE: Two Seas Capital Boosts Core Scientific Stake to 8%

Sentiment:

Beneficial Ownership Amendment


Two Seas Capital LP and affiliates increased their beneficial ownership in Core Scientific, Inc. to 8.0% through various stock and options transactions.

Summary

  • Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the "Reporting Persons") beneficially own 24,721,800 shares of Core Scientific, Inc. Common Stock.
  • This ownership represents approximately 8.0% of the 310,061,300 shares of Common Stock outstanding as of October 20, 2025, plus 313,646 shares issuable from warrants.
  • The total beneficial ownership includes 313,646 shares issuable upon exercise of warrants and options to purchase 8,477,600 shares of Common Stock.
  • The aggregate purchase price for the shares and derivatives held by the Strategic Fund, Global Fund, and Accounts totals approximately $197,846,907.
  • Securities were purchased with the working capital of the Funds and Accounts, which may include margin loans.
  • The Global Fund acquired 823 shares of Common Stock on November 4, 2025, in connection with the settlement of claims from the Issuer's Third Amended Joint Chapter 11 Plan of Reorganization.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the significant increase in beneficial ownership and the substantial long option positions, indicating a bullish stance. However, the complex options strategy involving both buying and selling calls and puts suggests a nuanced or hedged view rather than outright aggressive bullishness.

Positives

  • The Reporting Persons increased their overall beneficial ownership in Core Scientific, Inc. to 8.0%, indicating a strong conviction in the company.
  • Significant long call option positions, including options to purchase 3,400,000 shares at $15 and 5,077,600 shares at $17, suggest an expectation of future price appreciation.
  • The Global Fund, Strategic Fund, and Accounts made net purchases of common stock in the last 60 days, demonstrating continued investment.
  • The acquisition of shares through the Chapter 11 Plan of Reorganization settlement indicates participation in the company's restructuring and potential recovery.

Negatives

  • The Reporting Persons sold call options with higher exercise prices ($22, $23, $30), which could cap potential upside gains or indicate a strategy to generate premium income.
  • The sale of put options at various strike prices ($10, $12, $15, $20) implies a willingness to acquire shares at those lower prices if the stock declines, or a belief that the stock will remain above these levels.
  • The Accounts sold 80,000 shares of common stock on November 3, 2025, indicating some divestment activity.

Future Outlook

The filing primarily details past and current ownership positions and transactions by the Reporting Persons. It does not provide explicit forward-looking statements or guidance from the issuer or the Reporting Persons regarding future company performance or strategic direction, beyond the implied confidence in the investment.

Industry Context

Core Scientific, Inc. is a significant player in the cryptocurrency mining industry. The substantial investment and increased stake by Two Seas Capital, an institutional investor, could signal growing institutional confidence in the long-term viability and potential growth of the digital asset mining sector, despite its inherent volatility.

Legal Proceedings

  • The Global Fund acquired shares in connection with the settlement of certain claims pursuant to the Third Amended Joint Chapter 11 Plan of Reorganization of the Issuer and certain debtor affiliates, indicating past restructuring activities for Core Scientific, Inc.

Stakeholder Impact

  • Increased institutional ownership by Two Seas Capital may be viewed positively by other shareholders, potentially signaling confidence in Core Scientific's future.
  • The significant options positions could influence market dynamics and liquidity for Core Scientific's stock.

Next Steps

  • Expiration of various call and put options on December 19, 2025, January 16, 2026, January 26, 2026, and February 20, 2026, which will impact the Reporting Persons' exposure and potential share acquisition/disposition.

Key Dates

DateDescription
10/20/2025Date as of which 310,061,300 shares of Common Stock were outstanding, based on Issuer's Form 10-Q.
10/24/2025Date Issuer's Form 10-Q was filed with the SEC.
11/03/2025Various transactions including common stock purchases/sales and option transactions by Global Fund, Strategic Fund, and Accounts.
11/04/2025Global Fund acquired 823 shares of Common Stock in connection with the settlement of claims pursuant to the Third Amended Joint Chapter 11 Plan of Reorganization.
11/05/2025Common stock purchases by Global Fund and Strategic Fund.
11/06/2025Global Fund purchased call options.
11/07/2025Common stock purchases by Global Fund, Strategic Fund, and Accounts.
11/11/2025Various transactions including common stock purchases and option transactions by Global Fund, Strategic Fund, and Accounts.
11/12/2025Put option transactions by Global Fund, Strategic Fund, and Accounts.
11/13/2025Date of event which requires filing of this statement. Also, various common stock and option transactions by Global Fund, Strategic Fund, and Accounts.
11/14/2025Put and call option transactions by Global Fund.
11/17/2025Common stock purchases by Global Fund. Date of filing of this Amendment No. 3.
12/19/2025Expiration date for various call and put options held or sold by Global Fund, Strategic Fund, and Accounts.
01/16/2026Expiration date for call options held by Global Fund and put/call options held/sold by Accounts.
01/26/2026Expiration date for call options sold by Accounts.
02/20/2026Expiration date for various call and put options held or sold by Global Fund.

Keywords

Core Scientific, Two Seas Capital, Schedule 13D, beneficial ownership, common stock, options, warrants, investment fund, cryptocurrency mining

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