0001011438-26-000252.txt : 20260423 0001011438-26-000252.hdr.sgml : 20260423 20260423205917 ACCESSION NUMBER: 0001011438-26-000252 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260423 DATE AS OF CHANGE: 20260423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Core Scientific, Inc./tx CENTRAL INDEX KEY: 0001839341 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 09 Crypto Assets EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92274 FILM NUMBER: 26890192 BUSINESS ADDRESS: STREET 1: 838 WALKER ROAD STREET 2: SUITE 21-2105 CITY: DOVER STATE: DE ZIP: 19904 BUSINESS PHONE: (425) 998-5300 MAIL ADDRESS: STREET 1: 838 WALKER ROAD STREET 2: SUITE 21-2105 CITY: DOVER STATE: DE ZIP: 19904 FORMER COMPANY: FORMER CONFORMED NAME: Power & Digital Infrastructure Acquisition Corp. DATE OF NAME CHANGE: 20210106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Two Seas Capital LP CENTRAL INDEX KEY: 0001823138 ORGANIZATION NAME: EIN: 843799363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 32 ELM PLACE, 3RD FLOOR CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 917.536.6028 MAIL ADDRESS: STREET 1: 32 ELM PLACE, 3RD FLOOR CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: Kairos Capital Management LP DATE OF NAME CHANGE: 20200831 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001315863-25-000581 0001823138 XXXXXXXX LIVE 11 Common Stock, par value $0.00001 per share 04/23/2026 false 0001839341 21874A106 Core Scientific, Inc.
838 Walker Road, 21-2105 Dover DE 19904
John O'Callaghan (914) 690-8253 Two Seas Capital LP 32 Elm Place, 3rd Floor Rye NY 10580 0001823138 Two Seas Capital LP AF DE 13984778 0 13984778 0 13984778 N 4.4 IA PN Y Two Seas Capital GP LLC AF DE 13984778 0 13984778 0 13984778 N 4.4 HC OO Y Sina Toussi AF X1 13984778 0 13984778 0 13984778 N 4.4 IN HC Common Stock, par value $0.00001 per share Core Scientific, Inc. 838 Walker Road, 21-2105 Dover DE 19904 Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 1,426,299 shares of Common Stock directly held by the Strategic Fund reported herein was $18,541,259. The aggregate purchase price of the 8,988,227 shares of Common Stock, 30,000 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was $91,495,610. The aggregate purchase price of the 256,606 shares of Common Stock directly held by the Accounts reported herein was $4,047,562. Further, the securities of the Issuer directly held by the Funds and Accounts were purchased with the working capital of the Funds and Accounts (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). Each of the Reporting Persons may be deemed to beneficially own 13,984,778 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 3,000,000 shares of Common Stock. Such amount of beneficial ownership represents approximately 4.4% of the shares of Common Stock outstanding, based on 315,594,802 shares of Common Stock outstanding as of March 23, 2026, based on information disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission ("SEC") on March 31, 2026, plus 313,646 shares of Common Stock issuable upon the exercise of warrants held by the Funds. The Funds and Accounts have delegated to TSC sole voting and investment power over the securities held by the Funds and Accounts pursuant to their respective Investment Management Agreements with TSC. As a result, each of TSC, TSC GP, as the general partner of TSC, and Mr. Toussi, as Chief Investment Officer of TSC and Managing Member of TSC GP, may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the Funds and Accounts. The Funds and Accounts specifically disclaim beneficial ownership of the securities of the Issuer directly held by them by virtue of their inability to vote or dispose of such securities as a result of their respective Investment Management Agreements with TSC. The information in Item 3 regarding the securities held by the Funds and Accounts is incorporated herein by reference. The options to purchase Common Stock consist of options to purchase 2,000,000 shares of Common Stock held by the Global Fund with an exercise price of $18 that expire on May 15, 2026, and options to purchase 1,000,000 shares of Common Stock held by the Global Fund with an exercise price of $22 that expire on September 18, 2026. The Global Fund has also sold options to purchase 2,000,000 shares of Common Stock with an exercise price of $27 that expire on September 18, 2026. Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The information in Item 3 regarding the securities held by the Funds and Accounts is incorporated herein by reference. Transactions by the Reporting Persons (on behalf of the Funds and Accounts) effected since the previous amendment to Schedule 13D was filed with the SEC on April 16, 2026, are set forth in Exhibit 99.1 and such information is incorporated herein by reference. The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated herein by reference. All securities reported in this Schedule 13D are directly held by the Funds and Accounts, each of which are investment management clients of TSC. The limited partners of (or investors in) each of the Funds and Accounts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer held for the accounts of their respective Funds or Accounts in accordance with their respective limited partnership interests (or investment percentages) in their respective Funds or Accounts. The Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on April 23, 2026. Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 5 of this Schedule 13D is incorporated herein by reference. 99.1 Transactions Effected by the Reporting Persons (on Behalf of the Funds and Accounts) Following April 16, 2026. Two Seas Capital LP /s/ Sina Toussi Sina Toussi/Managing Member of Two Seas Capital GP LLC, its general partner 04/23/2026 Two Seas Capital GP LLC /s/ Sina Toussi Sina Toussi/Managing Member 04/23/2026 Sina Toussi /s/ Sina Toussi Sina Toussi/Self 04/23/2026 EX-99.1 2 transactions.htm
Exhibit 99.1



TRANSACTIONS
Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons (on behalf of the Funds or Accounts) with respect to the securities of Core Scientific, Inc. effected since April 16, 2026, inclusive of any transactions effected through 4:00 p.m., New York City time, on April 23, 2026. Except as otherwise noted below, all such transactions were purchases or sales of securities of Core Scientific, Inc. effected in the open market, and the table excludes commissions paid in per share prices.

TWO SEAS GLOBAL (MASTER) FUND LP
 

Type of Security
Amount Purchased/(Sold)
Price Per Security ($) or Contract*
Date of Purchase/Sale
Common Stock
 (204,267)
 19.950
4/17/2026
Call Option (Exercise Price $20, Expiration 4/17/26)
 (5,340)
 0.070
4/17/2026
Common Stock
 200,000
 19.737 (1)
4/21/2026
Common Stock
 (400,000)
 20.405 (2)
4/21/2026
Common Stock
 (400,000)
 20.601 (3)
4/21/2026
Common Stock
 (204,267)
 20.619
4/21/2026
Common Stock
 (250,000)
 21.219 (4)
4/22/2026
Common Stock
 (75,000)
 21.450
4/22/2026
Common Stock
 (125,000)
 21.528 (5)
4/22/2026
Common Stock
 (50,000)
 21.550
4/22/2026
Common Stock
 (375,000)
 21.050 (6)
4/23/2026
Common Stock
 (375,000)
 21.101 (7)
4/23/2026
Common Stock
 (250,315)
 21.414 (8)
4/23/2026

TWO SEAS STRATEGIC INVESTMENT FUND LP


Type of Security
Amount Purchased/(Sold)
Price Per Security ($) or Contract*
Date of Purchase/Sale
Common Stock
 (38,760)
 19.950
4/17/2026
Common Stock
 (38,760)
 20.619
4/21/2026
Common Stock
 (211,881)
 21.219 (9)
4/22/2026
Common Stock
 (63,564)
 21.450
4/22/2026
Common Stock
 (105,940)
 21.528 (10)
4/22/2026
Common Stock
 (42,376)
 21.550
4/22/2026
Common Stock
 (105,940)
 21.050 (11)
4/23/2026
Common Stock
 (105,940)
 21.101 (12)
4/23/2026
Common Stock
 (42,109)
 21.414 (13)
4/23/2026

ACCOUNTS


Type of Security
Amount Purchased/(Sold)
Price Per Security ($) or Contract*
Date of Purchase/Sale
Common Stock
 (2,092)
 19.950
4/17/2026
Common Stock
 (4,881)
 19.950
4/17/2026
Common Stock
 (2,092)
 20.619
4/21/2026
Common Stock
 (4,881)
 20.619
4/21/2026
Common Stock
 (11,435)
 21.219 (14)
4/22/2026
Common Stock
 (26,684)
 21.219 (15)
4/22/2026
Common Stock
 (3,431)
 21.450
4/22/2026
Common Stock
 (8,005)
 21.450
4/22/2026
Common Stock
 (5,718)
 21.528 (16)
4/22/2026
Common Stock
 (13,342)
 21.528 (17)
4/22/2026
Common Stock
 (2,287)
 21.550
4/22/2026
Common Stock
 (5,337)
 21.550
4/22/2026
Common Stock
 (13,342)
 21.050 (18)
4/23/2026
Common Stock
 (5,718)
 21.050 (19)
4/23/2026
Common Stock
 (13,342)
 21.101 (20)
4/23/2026
Common Stock
 (5,718)
 21.101 (21)
4/23/2026
Common Stock
 (5,303)
 21.414 (22)
4/23/2026
Common Stock
 (2,273)
 21.414 (23)
4/23/2026

*Prices reflected on a per share basis. Each option is subject to a 100 contract multiplier.
**Represents a buy to close options transaction.
(1) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.68 to $19.75, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in footnotes (1) – (23).
(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.40 to $20.515, inclusive.
(3) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.60 to $20.70, inclusive.
(4) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.435, inclusive.
(5) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.60, inclusive.
(6) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.05 to $21.15, inclusive.
(7) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.165, inclusive.
(8) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.35 to $21.485, inclusive.
(9) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.435, inclusive.
(10) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.60, inclusive.
(11) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.05 to $21.15, inclusive.
(12) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.165, inclusive.
(13) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.35 to $21.485, inclusive.
(14) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.435, inclusive.
(15) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.435, inclusive.
(16) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.60, inclusive.
(17) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.50 to $21.60, inclusive.
(18) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.05 to $21.15, inclusive.
(19) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.05 to $21.15, inclusive.
(20) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.165, inclusive.
(21) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.10 to $21.165, inclusive.
(22) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.35 to $21.485, inclusive.
(23) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.35 to $21.485, inclusive.