Two Seas Capital, the largest active shareholder of Core Scientific, intends to vote against the proposed acquisition of the Bitcoin mining company by CoreWeave, an AI infrastructure firm. Two Seas Capital, which holds a 6.3% stake in Core Scientific, stated that the $9 billion valuation deal, which was finalized in July, undervalues Core Scientific and exposes shareholders to considerable economic risk.
In an open letter to shareholders, Two Seas Capital expressed concerns that the all-stock transaction unnecessarily shifts economic risk to Core Scientific's shareholders without price protection and decidedly and unfairly favors CoreWeave. The firm also pointed to the roughly 30% drop in Core Scientific's share price following the deal's announcement as evidence that other investors share their concerns.
Two Seas Capital, founded in 2020, manages approximately $1.4 billion in assets. Sina Toussi, the firm's founder and Chief Investment Officer, stated that while Two Seas is not "philosophically opposed" to a merger and also invests in CoreWeave, the current structure unfairly favors CoreWeave at the expense of Core Scientific shareholders. As of August 6, 2025, Two Seas Capital and affiliated funds also owned 77,038 CoreWeave class A shares and held an indirect economic interest in 395,124 additional CoreWeave shares through a private investment vehicle.
The proposed terms of the deal would see Core Scientific shareholders receive 0.1235 shares of CoreWeave per share. However, since the deal was announced on July 7, CoreWeave's stock has fallen by more than 30%, slashing the implied value of the transaction. Two Seas Capital also disclosed long call options on 5,722,300 Core Scientific shares and short call options on 1,700,000 shares, along with cash-settled swaps referencing 500,000 shares.
Two Seas Capital intends to solicit other Core Scientific shareholders to reject the transaction and will file a definitive proxy statement with the SEC ahead of the company's special meeting. The investment manager will distribute proxy materials once filed. The firm has been a Core Scientific investor since 2022, participating in the company's rights offering in early 2024 and both convertible note issuances.
CoreWeave has been eyeing the acquisition of Core Scientific since 2024, as investors keep an eye on both companies for signs of a closed deal. By acquiring Core Scientific, CoreWeave can significantly expand its data center capacity and support the growing demand for AI infrastructure. Core Scientific first received an unsolicited, non-binding takeover offer from CoreWeave in June 2024. At the time, the company rejected the offer, saying it was significantly undervalued.
Core Scientific came out of bankruptcy in early 2024 and has since shifted its focus to leveraging its energy capacity to lean on AI. Bitcoin miners' energy-intensive sites and power contracts have emerged as prime targets for AI companies expanding their computing infrastructure. Two Seas Capital expressed willingness to continue owning Core Scientific as an independent company, citing growing demand for power and computing infrastructure in artificial intelligence applications.
