Core Scientific (NASDAQ: CORZ) has set a virtual special meeting of stockholders for October 30, 2025, at 10:00 AM EST, to vote on the proposed all-stock merger with CoreWeave (CRWV). Two Seas Capital, which owns approximately 6.2% of Core Scientific’s outstanding shares, filed a definitive proxy statement and GOLD proxy card urging investors to vote against the transaction.
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The merger agreement, announced July 7, would see CoreWeave acquire Core Scientific in an exchange of shares. As stated in proxy materials, 307.4 million shares are entitled to vote. Two Seas Capital beneficially owns 19.1 million shares, making it one of the company’s largest active investors.
In its solicitation materials to fellow CORZ investors, Two Seas argues the board’s process was flawed, noting that Core Scientific conducted no market check or competitive auction before agreeing to the deal. The activist investor contends the merger undervalues the company and disproportionately exposes shareholders to fluctuations in CoreWeave’s stock price.
Two Seas frames Core Scientific’s position as uniquely attractive for HPC co-location, citing the “insatiable demand for compute power” driven by AI and the company’s first-mover advantage in energy-dense data centers. It warns that the merger consideration “represents less than the fair value of the business and, remarkably, materially less than where Core Scientific’s stock is trading today.”
In a Two Seas press release put out Monday, the investor writes: “The market reaction to this mispriced and poorly structured deal was swift and negative. Core Scientific stock plunged 18% on the deal announcement, making it one of the worst one-day price declines for an M&A target this century.”
Read More: Two Seas Capital urges Core Scientific shareholders to block $9 billion CoreWeave deal
At time of publication, CORZ is up 2.4% from yesterday’s close.
