The largest active shareholder in Core Scientific (NASDAQ: CORZ), Two Seas Capital, will vote no on its pending acquisition by AI neocloud provider CoreWeave (NASDAQ: CRWV), according to a press release from investment manager Two Seas Capital.
The firm said that the acquisition terms—an un-collared, all-stock exchange—leaves Core Scientific investors exposed to CoreWeave share-price volatility without price protection.
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Two Seas said the consideration “materially undervalues” Core Scientific and “unnecessarily” shifts economic risk to its existing shareholders. It cited the roughly 30% decline in Core Scientific’s share price in the days after the July announcement as evidence of broader investor concern.
Two Seas Capital claims to own 6.3% of Core Scientific’s outstanding stock. While Vanguard and Blackrock are the largest shareholders in Core Scientific with 9.14% and 7.8% stakes, respectively, these institutions are considered passive investors since they hold CORZ shares for certain indices. Conversely, Two Seas is considered an active investor because it is actively trading shares of CORZ and intends to vote with these shares. As of the end of Q1-2025, Two Seas reported roughly 2.7% ownership of Core Scientific; if the company does own 6.3% now as it claims, it must file with the U.S. Securities and Exchange Commission (SEC) within 10 days of increasing its holdings to conform with the SEC’s 5% beneficial ownership reporting threshold.
Notably, Two Seas Capital also owns CoreWeave shares, and while its supports the strategic decision to combine the two datacenter operators, it said the current terms favor CoreWeave “decidedly and unfairly.”
“Core Scientific – with its significant scale, ready access to low-cost power, and data center talent – is uniquely positioned to meet this growing demand and has a clear runway to compound growth for many years,” the firm said in a statement.
Two Seas Capital intends to solicit other Core Scientific shareholders to reject the transaction and will lodge a definitive proxy statement with the SEC ahead of the company’s special meeting. The investment manager will distribute proxy materials once filed.
As of 6 August 2025, Two Seas Capital and affiliated funds also owned 77,038 CoreWeave class A shares and held an indirect economic interest in 395,124 additional CoreWeave shares through a private investment vehicle. The group disclosed long call options on 5,722,300 Core Scientific shares and short call options on 1,700,000 shares, along with cash-settled swaps referencing 500,000 shares.
If the current agreement is not amended to address valuation and structural issues, Two Seas said it is prepared to vote its stake against the deal and encourage other investors to do the same. The firm added that it would accept bids from CoreWeave or other parties, provided the consideration reflects Core Scientific’s strategic value.
Blockspace has reached out to Core Scientific for comment. Check back for updates.
