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SCHEDULE 13D/A 0001315863-25-000581 0001823138 XXXXXXXX LIVE 3 Common Stock, par value $0.00001 per share 11/13/2025 false 0001839341 21874A106 Core Scientific, Inc. 838 Walker Road, 21-2105 Dover DE 19904 Lawrence V. Palermo (646) 420-4504 Two Seas Capital LP 32 Elm Place, 3rd Floor Rye NY 10580 0001823138 Two Seas Capital LP AF DE 24721800 0 24721800 0 24721800 N 8 IA PN Y Two Seas Capital GP LLC AF DE 24721800 0 24721800 0 24721800 N 8 HC OO Y Sina Toussi AF X1 24721800 0 24721800 0 24721800 N 8 IN HC Common Stock, par value $0.00001 per share Core Scientific, Inc. 838 Walker Road, 21-2105 Dover DE 19904 The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Two Seas Capital LP ("TSC"), Two Seas Capital GP LLC ("TSC GP") and Sina Toussi (collectively, the "Reporting Persons") on August 8, 2025, as amended by Amendment No. 1 filed on October 9, 2025, and Amendment No. 2 filed on October 31, 2025. This Amendment No. 3 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 3 of the Schedule 13D is hereby amended and restated as follows: The aggregate purchase price of the 2,460,844 shares of Common Stock directly held by the Strategic Fund reported herein was approximately $33,930,031. The aggregate purchase price of the 12,949,927 shares of Common Stock, 84,776 options to purchase Common Stock and 313,646 warrants directly held by the Global Fund reported herein was approximately $156,319,786. The aggregate purchase price of the 519,783 shares of Common Stock directly held by the Accounts reported herein was approximately $7,597,090. 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 24,721,800 shares of Common Stock of the Issuer, which includes 313,646 shares of Common Stock issuable upon exercise of warrants and options to purchase 8,477,600 shares of Common Stock. Such amount of beneficial ownership represents approximately 8.0% of the shares of Common Stock outstanding, based on 310,061,300 shares of Common Stock outstanding as of October 20, 2025, based on information disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on October 24, 2025, 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 3,400,000 shares of Common Stock held by the Global Fund with an exercise price of $15 per share that expire on January 16, 2026, and options to purchase 5,077,600 shares of Common Stock held by the Global Fund with an exercise price of $17 that expire on February 20, 2026. The Global Fund sold options to sell 962,100 shares of Common Stock with an exercise price of $15 per share that expire on December 19, 2025. In addition, the Global Fund holds options to sell 3,417,500 shares of Common Stock with an exercise price $14 per share that expire on December 19, 2025, and the Global Fund has sold options to sell 3,417,500 shares of Common Stock with an exercise price of $10 per share that expire on December 19, 2025. The Global Fund also has sold options to purchase 1,101,200 shares of Common Stock with an exercise price of $23 that expire on February 20, 2026, and has sold options to purchase 5,077,600 shares of Common Stock with an exercise price of $22 per share that expire on February 20, 2026. Further, the Global Fund has sold options to sell 5,077,600 shares of Common Stock with an exercise price of $12 per share that expire on February 20, 2026. The Strategic Fund sold options to sell 187,200 shares of Common Stock with an exercise price of $15 per share that expire on December 19, 2025. The Accounts sold options to sell 50,700 shares of Common Stock with an exercise price of $15 that expire on December 19, 2025. In addition, the Accounts sold options to purchase 441,000 shares of Common Stock with an exercise price of $30 per share that expire on January 26, 2026, and the Accounts hold options to sell 240,000 shares of Common Stock with an exercise price of $21 per share that expire on January 16, 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. On November 4, 2025, the Global Fund acquired 823 shares of Common Stock 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. Except as disclosed herein or as previously disclosed in this Schedule 13D, as amended, transactions by the Reporting Persons (on behalf of the Funds and Accounts) effected during the past 60 days 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. Not applicable. Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: 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) During the Past 60 days. Two Seas Capital LP /s/ Sina Toussi Sina Toussi/Managing Member of Two Seas Capital GP LLC, its general partner 11/17/2025 Two Seas Capital GP LLC /s/ Sina Toussi Sina Toussi/Managing Member 11/17/2025 Sina Toussi /s/ Sina Toussi Sina Toussi/Self 11/17/2025