TLDR:
- Two Seas Capital opposes $9B CoreWeave deal, calling it undervalued and poorly structured.
- Shareholders would only get CoreWeave stock, exposing them to volatile price swings.
- Two Seas holds 6.3% of Core Scientific and urges better terms before approving a merger.
- Firm says no urgency to sell, citing strong market position and rising computing demand.
Core Scientific’s largest active shareholder has publicly opposed the company’s proposed $9 billion all-stock sale to CoreWeave. Two Seas Capital said it will vote against the agreement, calling the valuation too low and the structure too risky.
The firm argued that the offer ties shareholders to CoreWeave’s volatile stock price without protections on value. It also stressed there is no pressing need to sell while demand for high-performance computing continues to rise. The announcement sets up a potential battle ahead of the shareholder vote.
Two Seas Outlines Its Opposition
Crypto news outlet Wu Blockchain reported on an open letter from Two Seas Capital to Core Scientific shareholders. In the letter, the investment firm detailed why it sees the proposed terms as unfavorable. It said Core Scientific’s scale, low-cost power access, and position in the high-performance computing market are not being properly valued.
Two Seas Capital, the largest shareholder of Core Scientific, announced it will vote against the proposed all-stock acquisition by CoreWeave, citing a low valuation and structural flaws. AI infrastructure firm CoreWeave had announced the $9 billion all-stock deal on July 7.…
— Wu Blockchain (@WuBlockchain) August 8, 2025
Two Seas has been invested in Core Scientific since 2022 and took part in multiple funding rounds. It currently holds more than 19 million shares, representing around 6.3% of the company’s stock. While the firm supports the concept of merging with CoreWeave, it says it cannot endorse the deal in its current form.
The transaction announced on July 7 offers Core Scientific shareholders only CoreWeave stock in exchange for their shares.
Two Seas warned that the “uncollared” nature of the swap leaves investors exposed to fluctuations in CoreWeave’s share price. It also pointed to a 30% drop in Core Scientific’s stock following the announcement as evidence of market concern.
The firm said the company could continue operating independently and benefit from rising demand for computing and energy infrastructure. It believes there is no urgency to sell at the proposed price. According to Two Seas, any deal should reflect not just the company’s assets but also the merger synergies CoreWeave has already recognized.
Call for a Better Offer
Two Seas urged Core Scientific’s board to seek improved terms from CoreWeave or any other interested bidder. It said the priority should be a price that matches the strategic value of the business.
Unless the proposal changes, the firm plans to encourage other shareholders to vote against it. Founder and Chief Investment Officer Sina Toussi said further valuation details will be shared soon.
For now, the opposition from Core Scientific’s largest active shareholder has thrown fresh uncertainty over the $9 billion agreement.
