Two Seas Capital Challenges Core Scientific–CoreWeave (CORZ) Deal, Citing Governance Failures and Inadequate Merger Price

Two Seas Capital, a 6.5% shareholder of Core Scientific, urges investors to vote against the proposed all-stock merger with CoreWeave, calling it a flawed process, deficient structure, and inadequate price. The firm argues the Core Scientific board negotiated exclusively with CoreWeave, failed to seek other bids, accepted poor terms with no downside protection despite CoreWeave’s volatile stock, and approved executive payouts that misaligned incentives. Two Seas contends the deal significantly undervalues Core Scientific—worth $30–$40 per share versus the current $17.67 implied value—and benefits CoreWeave far more by relieving its lease liabilities and securing power access. It believes Core Scientific can create greater long-term value independently or through a better-structured transaction.