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Two Seas Capital is pushing back hard against Core Scientific’s planned $9 billion merger with CoreWeave. On September 3, 2025, the investment firm reached out to the Securities and Exchange Commission (SEC) with a letter encouraging shareholders to vote against the proposed deal.
The <a href="https://www.sec.gov/Archives/edgar/data/1839341/000090266425003969/p25-1953prec14a.htm" target="_blank" rel="noopener noreferrer nofollow">letter stated</a> that the agreement “materially undervalues” Core Scientific and puts investors at considerable economic risk. The special shareholder meeting, where the vote will take place, will be held virtually through a live webcast.&nbsp;
Two Seas Capital provided a GOLD proxy card for voting and explained that shareholders can change prior votes made using the company’s white proxy card.
<h2 class="wp-block-heading" id="two-seas-capital-calls-deal-flawed">Two Seas Capital Calls Deal Flawed</h2>
Two Seas Capital strongly criticized Core Scientific’s board for approving the merger with CoreWeave. According to the firm, the deal follows a “flawed process” and was poorly structured from the beginning.
Moreover, the firm stated that the all-stock, uncollared structure would leave shareholders vulnerable to CoreWeave’s volatile stock price. Two Seas Capital added that the implied value of the merger is significantly lower than Core Scientific’s current stock price.
“We are disappointed that the board of directors has chosen to sell the company to CoreWeave at this inadequate valuation,” the <a href="https://www.prnewswire.com/news-releases/two-seas-capital-core-scientifics-largest-active-shareholder-announces-intention-to-vote-against-the-proposed-sale-to-coreweave-302524612.html#financial-modal" target="_blank" rel="noopener noreferrer nofollow">letter</a> dated August 7 stated. Consequently, Two Seas confirmed that it will vote its shares against the merger and urged other investors to do the same.
<h2 class="wp-block-heading" id="proposals-on-the-table">Proposals on the Table</h2>
The upcoming vote will address two key proposals. The first seeks approval of the merger agreement itself. The second is a non-binding vote on executive compensation linked to the merger. Two Seas Capital recommended voting “AGAINST” both proposals.
Additionally, they argued that management’s compensation package connected to the deal is excessive and not in shareholders’ best interests. Core Scientific has set a record date to determine eligible voters and emphasized that the decision will significantly shape the company’s future.
The war shows growing resistance from investors to discounted tech and crypto-related mergers. Its result may affect whether Core Scientific continues on its own or mergers into an AI-driven future with CoreWeave.
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Core Scientific Faces Shareholder Revolt Over $9 Billion CoreWeave Merger

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