Two Seas Capital Opposes CoreWeave's $9 Billion Stock Deal Over Undervaluation Concerns

Two Seas Capital, Core Scientific’s largest active shareholder with a 6.3% stake, has announced its intention to vote against the proposed $9 billion all-stock acquisition by CoreWeave [1]. In a public letter addressed to shareholders, the firm criticized the deal as "materially undervaluing" Core Scientific and exposing its shareholders to "substantial economic risk" [2]. Two Seas emphasized that the transaction "decidedly and unfairly favors CoreWeave at the expense of Core Scientific shareholders" [3].

Despite acknowledging the strategic merits of a potential merger and expressing belief in CoreWeave’s strategy and management, the firm stated it is not philosophically opposed to the deal. However, it argued that any transaction should reflect the full value of Core Scientific’s assets and future potential, particularly in the growing AI infrastructure sector [4]. The firm also noted its confidence in Core Scientific’s ability to grow independently, given the rising demand for high-performance computing resources driven by AI applications.

The proposed acquisition, valued at $20.40 per share, was initially rejected by Core Scientific in June 2024, with the company citing undervaluation concerns [5]. The new offer aims to expand CoreWeave’s data center capacity to meet surging demand for AI services. Two Seas Capital’s objection has raised broader concerns about the fairness of all-stock deals in volatile markets, particularly when they expose shareholders to post-closing equity price fluctuations.

The firm has called on Core Scientific’s board to revise the deal terms to reflect the company’s strategic value, including potential synergies with CoreWeave. It also indicated plans to solicit other shareholders to vote against the current terms unless changes are made [6]. This move could signal a potential proxy fight and highlights growing institutional investor skepticism toward equity-only transactions in high-growth infrastructure sectors.

Core Scientific, which emerged from bankruptcy in early 2024, has been repositioning itself as an energy-efficient AI infrastructure provider. Its data centers are considered attractive assets by companies seeking to scale AI operations. However, Two Seas Capital maintains that the proposed acquisition fails to capture the full value of these assets [7].

Core Scientific has not yet commented on the opposition, and CoreWeave has declined to provide a statement. Shareholders now face the possibility of a protracted battle over the deal’s approval, with Two Seas Capital emerging as a vocal advocate for a more favorable outcome [8].

Source:

[1] Core Scientific's Largest Shareholder to Vote Against Sale to CoreWeave, Yahoo

(https://finance.yahoo.com/news/core-scientifics-top-investor-vote-043920400.html)

[2] Core Scientific's Biggest Shareholder Rejects CoreWeave, Crypto Economy

(https://crypto-economy.com/core-scientifics-biggest-shareholder-rejects-coreweave-deal-cites-undervaluation/)

[3] Major CORZ Holder Two Seas Capital Opposes CRWV Sale, CoinDesk

(https://www.coindesk.com/business/2025/08/07/bitcoin-miner-core-scientific-s-third-largest-shareholder-opposes-coreweave-deal)

[4] CoreWeave: Core Needs A Collar, Seeking Alpha

(https://seekingalpha.com/article/4810590-coreweave-core-needs-a-collar)

[5] Core Scientific Shareholder to Vote Against CoreWeave Deal, Cryptonews

(https://cryptonews.com/news/core-scientific-shareholder-to-vote-against-coreweave-deal/)

[6] Core Scientific's Largest Shareholder to Vote Against Sale to CoreWeave, Yahoo

(https://finance.yahoo.com/news/core-scientifics-largest-shareholder-vote-175056664.html)

[7] Two Seas Capital, Core Scientific's Largest Active Shareholder, Announces Intention to Vote Against the Proposed Sale to CoreWeave, PR Newswire

(https://www.prnewswire.com/news-releases/two-seas-capital-core-scientifics-largest-active-shareholder-announces-intention-to-vote-against-the-proposed-sale-to-coreweave-302524612.html)

[8] Core Scientific’s Largest Active Shareholder to Vote Against CoreWeave Acquisition, Cryptonews