Two Seas Capital Pushes CoreWeave's $9B Bid into Doubt with Independence Play

Core Scientific Inc. (NASDAQ: CORZ) shareholders face a pivotal vote on October 30, 2025, as Two Seas Capital, a major stakeholder, urges shareholders to reject the deal. The offer, valued at $16.40 per share, is criticized as undervaluing Core Scientific's standalone potential in a rapidly expanding AI infrastructure market. Two Seas argues the company's low-cost power access, operational expertise, and a 700-megawatt development pipeline position it to outperform peers if allowed to operate independently.

The investment firm's latest letter, reported by StockTitan, reiterates its September stance and, warning against the acquisition again, emphasizes that Core Scientific's valuation could double if aligned with AI infrastructure benchmarks. "Had it traded in-line with these peers, Core Scientific's stock would be trading more than twice as high as the value of the CoreWeave transaction," said Sina Toussi, Two Seas' founder and president. The firm highlights recent sector trends, noting that AI infrastructure peers have surged in valuation since the deal announcement, further weakening the acquisition's appeal.

CoreWeave, however, is doubling down on its AI ambitions. The company recently announced federal expansion, pursuing FedRAMP authorization to provide secure AI cloud services to government agencies. This move aligns with its broader strategy to dominate the AI infrastructure space, exemplified by its recent acquisition of Marimo, creator of the open-source marimo notebook for Python. The integration of Marimo's technology into CoreWeave's cloud aims to unify the AI development lifecycle, from training to deployment, while enhancing its vertically integrated platform.

The proposed acquisition of Core Scientific by CoreWeave has drawn skepticism from analysts and proxy advisory firms. H.C. Wainwright and Roth/MKM upgraded Core Scientific's stock to "Buy" with price targets above $23, citing its standalone potential. Meanwhile, Institutional Shareholder Services (ISS) and Glass Lewis recommended voting against the deal. Core Scientific's recent financial performance-despite a Q3 net loss of $146.7 million-showed improvement from 2024, and its stock has surged 46% over the past year.

Retail investors are also closely watching the outcome. Stocktwits users have labeled the Two Seas letter a "drowning level event" and predict the merger will fail. Core Scientific's stock rose over 4% following the letter's release, reflecting bullish sentiment. The October 30 vote will determine whether Core Scientific remains independent or merges with CoreWeave, which has also expanded its Washington, D.C., presence and partnered with NVIDIA to enhance its AI infrastructure.