Core Scientific Board Urges Shareholders to Approve CoreWeave Deal

Core Scientific, a leading cryptocurrency mining company, has officially called on its shareholders to back a proposed $9 billion acquisition by AI infrastructure firm CoreWeave. The all-stock deal, announced in July 2025, offers Core Scientific shareholders $20.40 per share, representing a 66% premium over the stock’s price before the announcement. The acquisition is designed to merge Core Scientific’s extensive data center network with CoreWeave’s high-performance computing capabilities, boosting AI model training and large-scale data processing.

Despite unanimous support from Core Scientific’s board, the deal faces pushback from Two Seas Capital, the company’s largest shareholder holding a 6.3% stake. Two Seas argues that the deal undervalues Core Scientific and exposes shareholders to unnecessary financial risk. They have indicated they may vote against the acquisition unless the terms are improved, raising the possibility of a proxy battle.

Strategic Rationale Behind the Acquisition

CoreWeave, renowned for its AI infrastructure powered by Nvidia chips, seeks to expand operations by acquiring Core Scientific’s data centers. Key benefits of the merger include:

• Direct ownership of 590 megawatts of data center capacity, much of which already hosts CoreWeave’s AI workloads.
• Projected annual cost savings of $500 million by 2027.
• Elimination of over $10 billion in future lease obligations.

The acquisition also gives CoreWeave greater control over critical power infrastructure, enhancing its ability to support the growing demands of AI applications. By combining their resources, the merged company aims to become a leading provider of AI infrastructure, strategically positioned for the booming high-performance computing market.

Shareholder Dispute and Market Reaction

Two Seas Capital’s opposition is focused on the all-stock structure of the deal. Without protective measures like a stock price “collar” agreement, shareholders are exposed to fluctuations in CoreWeave’s stock. Since the announcement, CoreWeave’s stock has fallen roughly 26%, lowering the deal’s implied value from $9 billion to approximately $6.7 billion.

Market response has been cautious. Core Scientific shares are currently trading slightly below the proposed acquisition price, reflecting skepticism about whether the deal will proceed. The disagreement highlights the challenges of aligning shareholder interests in large-scale mergers.

Regulatory and Approval Process

The acquisition requires regulatory approvals and a shareholder vote. Core Scientific has scheduled a special meeting on October 30, 2025, where shareholders will decide on the proposal. The outcome will not only determine the future of Core Scientific and CoreWeave but may also impact the broader AI infrastructure market, which is rapidly expanding with generative AI and large-scale data processing demands.

Conclusion

The proposed acquisition represents a strategic move to consolidate data center resources and enhance AI infrastructure capabilities. Combining Core Scientific’s mining and data center operations with CoreWeave’s AI computing expertise could yield significant operational efficiencies and position the new entity as a major player in AI services.

However, opposition from Two Seas Capital underscores concerns over valuation, deal structure, and exposure to stock volatility. As the shareholder vote approaches, investors and analysts will be watching closely to see whether the transaction moves forward and how it could reshape the AI infrastructure landscape.