Two Seas Capital disputes $9 billion sale of Core Scientific to CoreWeave

• Core Scientific's Largest Active Shareholder Rejects CoreWeave Deal
• Bitcoin mining sale considered undervalued
• All-stock transaction worries investors

Two Seas Capital, Core Scientific's largest active shareholder, announced it will vote against the proposed sale of the bitcoin mining company to CoreWeave, valued at $9 billion. In an open letter , the manager classified the assessment as “inadequate” and asked other investors to also reject the operation.

The deal, which closed in July, provides for each Core Scientific shareholder to receive 0,1235 CoreWeave Class A shares for each share held. The all-stock transaction, which includes a 66% premium over the pre-announcement price, would integrate the mining company's 1,2 GW data center network with CoreWeave's AI computing business, which serves clients such as OpenAI and Microsoft.

According to Two Seas, the proposal exposes shareholders to the volatility of CoreWeave's shares without offering any guarantees of value at closing or later. The asset manager noted that the structure "unfairly favors" the buyer and that Core Scientific's share price fell 30% following the announcement, signaling market dissatisfaction.

Despite the opposition, Two Seas stated that it is not opposed to a merger, as it is also an investor in CoreWeave and recognizes potential synergies. However, it maintains that any offer must reflect Core Scientific's strategic value and growth potential, especially in a scenario of high demand for efficient data centers and artificial intelligence infrastructure.

The letter reinforces that the asset manager is open to new proposals, including from CoreWeave itself, provided they present more favorable terms. Currently, Two Seas holds more than 19,1 million shares in Core Scientific, approximately 6,3% of the company.

The sale, which is still subject to shareholder and regulatory approval, is expected to close in the fourth quarter of 2025. If approved, Core Scientific shareholders would own less than a 10% stake in the combined company, replacing a previous $10 billion hosting agreement.

Meanwhile, Core Scientific shares are up 46,7% over the past 12 months, and CoreWeave, the fourth-largest public bitcoin miner, has a market value of approximately $4,3 billion.