Two Seas Capital Urges Core Scientific Shareholders To Reject CoreWeave Deal

Two Seas Capital stated that the deal, announced in July, is undervalued, poorly structured, and insufficiently vetted.

Two Seas Capital LP, the largest active shareholder of Core Scientific (CORZ), filed a definitive proxy statement with the Securities and Exchange Commission on Monday, urging investors to vote against the company’s proposed sale to CoreWeave (CRWV).

In a letter to shareholders, Two Seas criticized the deal as undervalued, poorly structured, and insufficiently vetted. “The Core Scientific Board should never have agreed to this deal,” wrote Sina Toussi, Founder and CIO of Two Seas Capital.

The letter cited Core Scientific’s scale, low-cost power access, and data center talent as factors that make the company well-positioned to capitalize on demand for high-performance computing infrastructure. “The Core Scientific Board agreed to sell the company to CoreWeave without contacting other potential buyers, for a low price, and in a structure that exposes shareholders to CoreWeave’s volatile stock,” the letter stated.

“We are alone,” it added, noting that Core Scientific shares fell 18% on the deal announcement, marking one of the steepest one-day declines for an M&A target this century. “Coreweave can and should pay more,” the letter said. “Otherwise, we are happy to continue to own this great company as it grows and benefits for many years to come from the wave of data center demand being driven by the global AI revolution.”

Two Seas encouraged shareholders to vote using the GOLD card to oppose the transaction.

The former Bitcoin miner announced a strategic pivot to high-performance computing (HPC) in July alongside a definitive merger agreement, under which CoreWeave will acquire Core Scientific in an all-stock transaction valued at approximately $9 billion.

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