Overview

• Two Seas Capital, as Core Scientific’s third-largest shareholder with a 6.3% stake, has formally declared it will vote against the all-stock deal and mobilize other investors.
• The firm argues the uncollared, all-stock structure undervalues Core Scientific and leaves shareholders exposed to CoreWeave’s volatile stock with no cash protections.
• Core Scientific’s shares plunged about 30% after the July 7 announcement, reducing implied value from roughly $20 per share to just over $13.
• KBW analysts had warned that the lack of a cash component and an unchanged asset base would prompt significant shareholder pushback.
• Two Seas is urging the board to pursue alternative bids or renegotiate terms that more accurately reflect the strategic worth of Core Scientific’s AI hosting and power-infrastructure capacity.