SCHEDULE: Two Seas Capital Boosts Core Scientific Stake to 8.1%

Sentiment:

Beneficial Ownership Update


Two Seas Capital LP and its affiliates have increased their beneficial ownership in Core Scientific, Inc. to 8.1% through recent stock and options transactions.

Summary

  • Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (Reporting Persons) beneficially own 25,002,467 shares of Core Scientific, Inc. common stock.
  • This ownership represents approximately 8.1% of the 310,061,300 shares outstanding as of October 20, 2025.
  • The beneficial ownership includes 313,646 shares issuable upon exercise of warrants and 8,477,600 shares issuable upon exercise of options.
  • The aggregate purchase price for 2,484,186 shares held by the Strategic Fund was approximately $33,476,103.
  • The aggregate purchase price for 13,202,325 shares, 84,776 options, and 313,646 warrants held by the Global Fund was approximately $158,526,292.
  • The aggregate purchase price for 524,710 shares held by the Accounts was approximately $7,739,879.
  • Recent transactions between December 2, 2025, and December 18, 2025, included both purchases and sales of common stock, as well as buy-to-close options transactions.

Sentiment

Score: 6

Explanation: The filing indicates a significant and slightly increased beneficial ownership by Two Seas Capital, suggesting continued interest in Core Scientific. However, the detailed transaction history shows a mix of purchases and sales, along with complex options strategies (both long and short positions), which points to active portfolio management and hedging rather than a purely bullish accumulation. The overall sentiment is neutral to slightly positive due to the sustained large stake.

Positives

  • Increased beneficial ownership by an institutional investor (Two Seas Capital) could signal confidence in the company's long-term prospects.
  • The reporting persons have significant exposure to the company's stock, including through options, indicating a strategic interest.

Negatives

  • Recent transactions show a mix of purchases and sales, with some sales occurring at higher prices and purchases at lower prices, potentially indicating profit-taking or active portfolio management rather than pure accumulation.
  • The sale of call options and holding of put options by the Global Fund and Accounts could suggest hedging strategies or a less bullish short-term outlook on certain price points.

Risks

  • The filing itself does not detail specific risks of Core Scientific, Inc. It is an ownership disclosure. However, the options positions inherently carry market risk.
  • Exposure to market fluctuations for the underlying common stock.
  • Risk associated with options expiring out-of-the-money, leading to potential losses on premiums paid or missed gains.

Future Outlook

NA

Industry Context

This Schedule 13D amendment reflects an institutional investor's ongoing position adjustments in Core Scientific, a company operating in the cryptocurrency mining sector. The active trading in common stock and options by Two Seas Capital suggests a dynamic approach to managing their exposure, which is common among funds in volatile sectors like crypto mining. The specific details of the transactions, including the exercise prices of options, provide insight into the investor's price expectations and risk management strategies within the context of the broader digital asset market.

Stakeholder Impact

  • Shareholders: The increased stake by an institutional investor could be viewed positively, potentially signaling confidence. However, active trading and hedging strategies might introduce volatility or reflect differing views on future price movements.
  • Company Management: Awareness of a significant institutional holder with active trading strategies may influence management's strategic decisions or communication.

Next Steps

  • Reporting Persons will continue to monitor their investment in Core Scientific, Inc.
  • Further amendments to Schedule 13D will be filed if there are material changes to beneficial ownership or investment intent.

Key Dates

DateDescription
2025-08-08Initial Schedule 13D filing by Reporting Persons.
2025-10-09Amendment No. 1 to Schedule 13D filed.
2025-10-20Date for 310,061,300 shares of Common Stock outstanding, as disclosed in Issuer's Form 10-Q.
2025-10-24Issuer's Form 10-Q filed with the SEC.
2025-10-31Amendment No. 2 to Schedule 13D filed.
2025-11-17Amendment No. 3 to Schedule 13D filed.
2025-12-01Amendment No. 4 to Schedule 13D filed.
2025-12-02Start date of reported transactions by Reporting Persons.
2025-12-04Transactions including sales of common stock and buy-to-close put options.
2025-12-08Transactions including sales of common stock.
2025-12-09Transactions including purchases of common stock.
2025-12-11Transactions including sales of put options.
2025-12-12Transactions including purchases of common stock.
2025-12-15Transactions including purchases of common stock.
2025-12-16Date of event requiring this filing; transactions including purchases of common stock and buy-to-close call options.
2025-12-17Transactions including purchases of common stock.
2025-12-18End date of reported transactions and filing date of Amendment No. 5.
2025-12-19Expiration date for certain put options.
2026-01-16Expiration date for Global Fund options (exercise price $15) and Accounts options to sell (exercise price $21).
2026-01-26Expiration date for Accounts options sold (exercise price $30).
2026-02-20Expiration date for Global Fund options (exercise price $17), Global Fund options sold (exercise price $23 and $22), and call options (exercise price $22).

Recommendation

hold

While Two Seas Capital has increased its overall beneficial ownership, the detailed transaction data reveals a strategy involving both purchases and sales of common stock, alongside complex options positions. This suggests an active, managed approach rather than a clear directional bet. The investor is maintaining a substantial stake but also engaging in hedging and profit-taking. For a seasoned investor, this indicates that while the company remains on the radar of institutional capital, there isn't an overwhelming signal for a strong buy or sell. A 'hold' recommendation reflects the current balance of sustained institutional interest and active risk management by a major holder, suggesting a wait-and-see approach for further clarity on the company's performance or the investor's long-term intent.

Keywords

Core Scientific, Two Seas Capital, Schedule 13D, Beneficial Ownership, Common Stock, Options, Warrants, Institutional Investor, SEC Filing, Investment Fund

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