What’s Happening
Two Seas Capital, the largest active shareholder in Core Scientific (about 6.3% stake), is actively opposing the proposed $9 billion all-stock acquisition by CoreWeave. They state the deal "materially undervalues" Core Scientific and "unnecessarily exposes its shareholders to substantial economic risk."
The deal offers 0.1235 shares of CoreWeave stock for each Core Scientific share. Two Seas warns that this uncollared structure unfairly favors CoreWeave, especially given the volatility of CoreWeave stock, with no downside protection for shareholders.
Since the deal’s announcement in July, CoreWeave’s share price has dropped significantly—by roughly 26%—which reduces the effective valuation of Core Scientific from $9 billion to approximately $6.7 billion, according to Two Seas.
Two Seas is organizing a proxy fight and urging other shareholders to vote against the deal unless terms are improved, such as introducing a “collar” mechanism to protect value.
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Key Implications
The market response reflects growing investor skepticism: Core Scientific’s stock dropped sharply following the announcement and is currently trading in the low-to-mid $14 range.
Deal progress may stall as Two Seas and possibly other large investors push for more equitable terms or a higher valuation.
Industry context: CoreWeave aims to acquire Core Scientific to secure its data center capacity and reduce leasing costs by up to $10 billion—leveraging energy and compute infrastructure for AI workloads.
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Summary Table
Stakeholder Position / Demand
Two Seas Capital Opposes current deal; plans proxy battle; wants better terms
Core Scientific Reviewing investor pushback; no public comment yet
CoreWeave Aims to close deal in Q4 2025; not yet publicly responding
Shareholders May vote against unless valuation structure is adjusted