Two Seas Capital LP, the largest shareholder of Core Scientific, is sounding the alarm against the CoreWeave buyout, urging investors to reject the $9 billion. The New York-based financial advisory firm has officially opposed the planned acquisition by CoreWeave while calling it risky and unfair.
The $14 billion all-stock deal, announced on July 7, 2025, has triggered sharp criticism from investors. Two Seas owns 19,122,842 shares—around 6.3% of Core Scientific—and is now urging fellow shareholders to reject the current terms.
As per August 7 release, Two Seas believes the deal “materially undervalues the company and unnecessarily exposes its shareholders to substantial economic risk.” The fund pointed to the structure of the agreement, calling the uncollared, all-stock approach risky due to CoreWeave’s share price volatility.
Shareholder Pushback Highlights Deal Flaws
Two Seas has long supported Core Scientific, participating in past rights offerings and convertible note issuances. The firm emphasized its belief in Core Scientific’s future as a leading provider of high-performance computing (HPC) infrastructure. “We believe the Company’s most promising days lie ahead,” the letter reads, citing rising demand for AI-driven power and computing capacity.
Although Two Seas also holds a stake in CoreWeave, it says the current deal unfairly favors CoreWeave. “The transaction decidedly and unfairly favors CoreWeave at the expense of Core Scientific shareholders,” the firm wrote, adding, “We are not philosophically opposed to a merger,” but stressed the need for better terms.
Market Response and Next Steps
As of 11:13 AM EDT, Core Scientific shares traded at $14.18, down 1.22% according to Yahoo Finance. Two Seas now plans to solicit shareholder votes against the deal unless terms improve. The firm welcomed other bids, stating, “The Board’s job… is to ensure that any such deal happens at a price that reflects the strategic value.”
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