SCHEDULE: Two Seas Capital Updates Core Scientific Stake After Merger Fails

Two Seas Capital LP reaffirms its significant stake in Core Scientific, Inc. following the termination of a merger agreement due to shareholder disapproval.

Summary

• Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi (collectively, the 'Reporting Persons') beneficially own 18,323,377 shares of Core Scientific, Inc. common stock.
• This ownership includes 313,646 shares issuable upon exercise of warrants and options to purchase 3,400,000 shares of common stock.
• The aggregate beneficial ownership represents approximately 5.9% of Core Scientific's outstanding common stock, based on 310,061,300 shares outstanding as of October 20, 2025.
• On October 30, 2025, Core Scientific announced that its stockholders did not approve the Merger Agreement at a Special Meeting, leading to its immediate termination.
• Two Seas Capital, a long-standing investor, expressed continued belief in Core Scientific as a 'best-in-class asset' and enthusiasm for its prospects as a standalone company.
• The aggregate purchase price for the shares held by the Strategic Fund was approximately $30,117,085 for 2,263,789 shares.
• The aggregate purchase price for the Global Fund's holdings was approximately $122,882,605 for 11,774,155 shares, 34,000 options, and 313,646 warrants.
• The Accounts' holdings had an aggregate purchase price of approximately $8,212,018 for 571,787 shares.
• All securities were purchased with the working capital of the respective Funds and Accounts, potentially including margin loans.

Sentiment

Score: 6

Explanation: While the merger termination is a negative event, the reporting person's explicit statement of continued belief in the company as a 'best-in-class asset' and enthusiasm for its standalone prospects introduces a positive counter-narrative, resulting in a neutral-to-slightly-positive sentiment.

Positives

• Two Seas Capital, a significant investor, continues to view Core Scientific as a 'best-in-class asset'.
• Two Seas Capital expressed enthusiasm for Core Scientific's prospects as a standalone company, indicating confidence despite the failed merger.

Negatives

• Core Scientific's stockholders did not approve the Merger Agreement, leading to its immediate termination.

Future Outlook

Two Seas Capital remains enthusiastic about Core Scientific's prospects as a standalone company, despite the recent termination of its merger agreement.

Management Comments

• Two Seas Capital, a long-standing investor in the Issuer, continues to believe that the Issuer is a best-in-class asset and is enthusiastic about the Issuer's prospects as a standalone company.

Industry Context

This filing primarily details an investor's updated position and reaction to a specific corporate event (merger termination) rather than broader industry trends. The termination of a merger can reflect challenges in market conditions, valuation disagreements, or shareholder sentiment within the specific industry.

Stakeholder Impact

• Shareholders are directly impacted by the termination of the merger, which may affect the company's strategic direction and valuation.
• The company's employees, customers, and suppliers will continue to operate under Core Scientific as a standalone entity.

Next Steps

• Core Scientific will continue operating as a standalone company following the termination of the Merger Agreement.

Key Dates

Recommendation

The termination of a merger agreement is a significant negative event that can introduce uncertainty. However, a major, long-standing investor (Two Seas Capital) has publicly reaffirmed its confidence in Core Scientific as a 'best-in-class asset' and expressed enthusiasm for its standalone future. This creates a mixed signal. An independent analyst would likely recommend a 'hold' to observe how the company performs as a standalone entity and to assess the market's reaction to the failed merger and the investor's continued confidence.

Keywords

Core Scientific, Two Seas Capital, Schedule 13D, beneficial ownership, merger termination, common stock, options, warrants, investment management, shareholder vote