Two Seas Opposes Core Scientific's $9B All-Stock Merger with CoreWeave Over Valuation and Risk Concerns

Two Seas Capital, a New York-based investment firm holding approximately 6.3% of Core Scientific’s outstanding shares, has formally opposed the company’s proposed all-stock merger with CoreWeave, citing concerns over valuation and risk exposure [1]. The firm argues that the $9 billion deal, announced on July 7, underestimates Core Scientific’s strategic value and exposes its shareholders to the volatility of CoreWeave’s stock, which lacks price collars or cash components for risk mitigation [2]. Two Seas emphasized that the merger structure disproportionately benefits CoreWeave and fails to account for Core Scientific’s infrastructure, data center expertise, and position in the high-performance computing (HPC) and AI sectors [3].

In an open letter, the firm stated it is not inherently opposed to mergers but believes this deal does not reflect a fair exchange of value. Two Seas Capital noted that Core Scientific’s stock dropped by 30% following the announcement, which the firm interprets as a market signal of skepticism toward the deal [4]. The firm has indicated its intent to rally other shareholders to vote against the merger unless the terms are revised to better reflect Core Scientific’s long-term strategic value and potential synergies [5].

CoreWeave, a provider of data center infrastructure and AI-powered computing solutions, initially made a non-binding offer in June 2024, which was rejected by Core Scientific as undervalued. Despite repeated efforts, CoreWeave has yet to secure support from a majority of Core Scientific shareholders. The firm has not commented on the criticism, nor has Core Scientific publicly responded to the concerns raised by Two Seas Capital [6]. Meanwhile, CoreWeave’s stock has seen modest gains, while Core Scientific’s share price remains volatile [7].

Two Seas Capital has called for a restructured agreement that includes protections for Core Scientific shareholders, particularly in light of the unpredictable nature of CoreWeave’s stock. The firm maintains that Core Scientific is well-positioned to operate independently and capitalize on the growing demand for AI infrastructure, making the merger unnecessary and potentially detrimental [1]. The outcome of this shareholder resistance could set a precedent for future all-stock mergers in the AI and computing infrastructure sectors [2].

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Source:

[1] Benzinga, [https://www.benzinga.com/m-a/25/08/47000896/two-seas-capital-opposes-core-scientific-coreweave-merger-calls-deal-undervalued-risky-for-shareholders](https://www.benzinga.com/m-a/25/08/47000896/two-seas-capital-opposes-core-scientific-coreweave-merger-calls-deal-undervalued-risky-for-shareholders)

[2] Blockonomi, [https://blockonomi.com/two-seas-capital-moves-to-block-9b-coreweave-deal-over-low-valuation/](https://blockonomi.com/two-seas-capital-moves-to-block-9b-coreweave-deal-over-low-valuation/)

[3] Seeking Alpha, [https://seekingalpha.com/article/4810590-coreweave-core-needs-a-collar](https://seekingalpha.com/article/4810590-coreweave-core-needs-a-collar)

[4] CoinCentral, [https://coincentral.com/core-scientific-shareholders-rejects-9-billion-merger-with-coreweave/](https://coincentral.com/core-scientific-shareholders-rejects-9-billion-merger-with-coreweave/)

[5] Seeking Alpha, [https://seekingalpha.com/news/4481661-core-scientific-holder-to-vote-against-coreweave-deal-unless-terms-improved](https://seekingalpha.com/news/4481661-core-scientific-holder-to-vote-against-coreweave-deal-unless-terms-improved)

[6] AInvest, [https://www.ainvest.com/news/shareholder-revolt-perils-stock-ai-infrastructure-case-study-coreweave-core-scientific-2508/](https://www.ainvest.com/news/shareholder-revolt-perils-stock-ai-infrastructure-case-study-coreweave-core-scientific-2508/)

[7] The Star, [https://www.thestar.com.my/tech/tech-news/2025/08/08/core-scientific039s-largest-shareholder-to-vote-against-sale-to-coreweave](https://www.thestar.com.my/tech/tech-news/2025/08/08/core-scientific039s-largest-shareholder-to-vote-against-sale-to-coreweave)