Two Seas Capital filed a preliminary proxy statement dated September 3 urging Core Scientific (CORZ) stockholders to vote against the proposed all-stock merger with CoreWeave (CRWV), arguing the deal was the product of a flawed process that undervalues the company.
In the filing, Two Seas, which owns roughly 6.3% of Core Scientific, called on shareholders to return a “GOLD” proxy card and vote against both the merger and a non-binding advisory compensation proposal tied to the transaction. The activist said the board pursued a sale without meaningful market outreach and that the Merger consideration “represents less than the fair value of the business.”
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CoreWeave and Core Scientific announced the agreement on July 7, 2025. Under the Merger Agreement, Core Scientific holders would receive 0.1235 shares of CoreWeave Class A common stock per Core Scientific share in an all-stock transaction that the companies described as creating a combined AI-focused infrastructure platform; the transaction was publicly described as roughly a $9 billion deal and expected to close in Q4 2025, subject to approvals and customary conditions.
Two Seas highlighted that Core Scientific executives stand to receive more than $200 million through the accelerated vesting of performance and restricted stock units if the merger closes. According to the filing, this structure creates a misalignment between management and ordinary shareholders, as insiders could benefit from immediate windfalls even if the long-term value of the combined entity falls short.
The firm noted that CoreWeave’s stock has declined significantly since the deal was announced, with the implied consideration for CORZ shareholders falling from about $20.40 per share at announcement to roughly $11–$12 by early September. Two Seas argues that management’s compensation gains, which vest regardless of post-merger performance, have amplified the board’s willingness to accept a depressed valuation.
Two Seas framed the contest as both a valuation and process dispute: “Our objection is not to the industrial logic or strategic merits of the proposed deal. We firmly believe, however, that the Merger on the terms currently proposed is not in the best interests of Core Scientific stockholders. We believe the process was flawed, the structure is deficient and the valuation is inadequate.”
The next steps include the special meeting scheduled by the company, and continued proxy-solicitation activity that could lead to renegotiation of deal terms, a shareholder rejection of the merger, or the negotiated settlement.
At time of publication, CORZ is up 0.5% from yesterday’s close.
Blockspace reached out to Core Scientific for comment. Check back for updates.
