Bitcoin News Today: Top Core Scientific Shareholder Opposes $9B CoreWeave Merger Amid 30% Stock Drop

Two Seas Capital, the largest active shareholder in Core Scientific, announced its intention to vote against CoreWeave’s $9 billion all-stock acquisition proposal, which was finalized in July [1]. The firm argued that the deal materially undervalues Core Scientific and exposes its shareholders to significant economic risk, particularly given the volatile market conditions. In a letter to shareholders, Two Seas Capital emphasized that the fixed exchange ratio—offering 0.1235 shares of CoreWeave Class A common stock for every share of Core Scientific—has already lost value since the deal was announced [2]. Core Scientific’s stock fell by 30% after the merger was revealed, reinforcing the firm’s stance that the market may broadly share these concerns [1].

The proposed transaction would consolidate CoreWeave’s and Core Scientific’s assets, giving CoreWeave full control of a Bitcoin miner it already leases for high-performance computing (HPC) services to support its AI infrastructure business. The deal would grant CoreWeave access to approximately 1.3 GW of power across Core Scientific’s data centers, with another 1 GW+ available for expansion [1]. CoreWeave plans to repurpose these assets toward AI and HPC workloads and has indicated it may eventually exit the Bitcoin mining business entirely [2].

CoreWeave, valued at over $58.1 billion, has pursued this acquisition since 2024, driven by growing demand for AI compute power and energy-intensive infrastructure. However, the structure of the deal—being all stock with a fixed exchange ratio—has drawn scrutiny for its rigidity in a volatile market [2]. CoreWeave’s stock price, which currently trades at around $14.38, fluctuates daily and directly impacts the value Core Scientific shareholders will receive [3]. Two Seas Capital warned that this arrangement favors CoreWeave at the expense of Core Scientific’s investors, who would end up owning less than 10% of the combined company [1].

The shareholder revolt highlights broader challenges in structuring all-stock mergers in rapidly evolving sectors such as AI and cryptocurrency. While such deals can generate synergies and scale, they expose participants to unpredictable market risks. Two Seas Capital urged CoreWeave to reconsider the terms of the offer, arguing that Core Scientific has strong growth potential beyond its current Bitcoin mining operations [4]. The firm noted that Core Scientific was once the largest publicly traded Bitcoin miner by computing power and has the infrastructure to support expanding AI workloads [1].

The outcome of this opposition could influence future M&A activity in the AI and blockchain sectors. If the deal is revised or abandoned due to investor resistance, it could signal a shift toward more flexible and investor-friendly transaction structures [5]. For now, CoreWeave and Core Scientific remain under pressure to address stakeholder concerns and determine whether the merger can proceed as currently structured [5].

Source: [1]https://financefeeds.com/top-shareholder-opposes-coreweaves-9b-bid-for-core-scientific/

[2]https://www.ainvest.com/news/shareholder-revolt-perils-stock-ai-infrastructure-case-study-coreweave-core-scientific-2508/

[3]https://www.marketscreener.com/news/two-seas-capital-core-scientific-s-largest-active-shareholder-announces-intention-to-vote-against-ce7c5edfd08bf325

[4]https://finance.yahoo.com/quote/CRWV/news/

[5]https://www.moomoo.com/options/CRWV250808C81000-US/news