Core Scientific shareholders reject merger with CoreWeave (CORZ)
Market Cap: $6.9 billion | Core Scientific, Inc. provides digital asset mining services in the United States.
On August 7, 2025, Two Seas Capital (6.3%) said it will vote against Core Scientific’s proposed sale to CoreWeave, calling the deal undervalued and risky due to its uncollared, all-stock structure. While supportive of a merger in principle, it believes the current terms unfairly favor CoreWeave and plans to urge other shareholders to reject the deal. Source
On September 29, 2025, Two Seas Capital filed a definitive proxy statement and issued a letter urging shareholders to vote AGAINST the proposed sale to CoreWeave arguing the $16.50-per-share deal is mispriced, poorly structured, and benefits executives at the expense of shareholders. Source
On October 13, 2025, Two Seas Capital released an investor presentation in connection with its opposition to the Company's proposed sale to CoreWeave, Inc. It urges shareholders to vote against the proposed all-stock merger with CoreWeave, calling it a deeply flawed, undervalued, and conflicted transaction. The firm argues Core Scientific’s board conducted no competitive process, accepted a meager 1% negotiation improvement, and reversed executive compensation policies—creating misaligned incentives and nearly $200 million in payouts.
On October 17, 2025, Two Seas Capital urged shareholders to vote against the sale to CoreWeave, calling it deeply undervalued. It noted that while peers’ stocks have tripled amid the AI boom, Core Scientific’s stock has lagged due to CoreWeave’s decline. Two Seas estimates Core Scientific should trade near $45 per share versus the deal’s implied $17.50. With the stock consistently above the offer value, it said the market rejects the deal and urged shareholders to do the same. Source
On October 21, 2025, Two Seas Capital announced that proxy advisory firm ISS recommended shareholders vote “against” Core Scientific’s proposed sale to CoreWeave. Source
On October 30, 2025, the company held a special stockholder meeting to vote on its proposed merger with CoreWeave, Inc. under the July 7, 2025 Merger Agreement. Of the 307.4 million shares outstanding, holders of 245.8 million shares (about 80% voting power) participated, forming a quorum. However, stockholders did not approve the merger, leading Core Scientific to terminate the Merger Agreement. Source
Member discussion