Overview

• Two Seas Capital, holding a 6.3% stake in Core Scientific, has formally announced its opposition to the proposed all-stock merger with CoreWeave.
• The firm argues that the uncollared share ratio of 0.1235 leaves shareholders exposed to CoreWeave’s 26%–30% stock decline and cuts Core Scientific’s implied value to about $13 per share.
• Two Seas plans to rally other investors to vote against the transaction unless the deal is revised to include cash protections or a more favorable exchange ratio.
• A shareholder vote later this year will coincide with the expiration of CoreWeave’s IPO lockup, a timing that could heighten volatility for both stocks.
• Analysts at KBW have warned that the lack of a cash component and unchanged asset base may prompt further pushback, echoing governance concerns raised by Two Seas.