In response to a challenge from Two Seas Capital to CoreWeave’s pending acquisition of Core Scientific, CoreWeave affirmed key advantages while noting the drawbacks of Core Scientific’s continued standalone strategy.
CoreWeave Inc.’s just-issued letter to Core Scientific, Inc. (NASDAQ: CORZ) stockholders, reinforces its commitment to its proposed all-stock acquisition agreement announced on July 7, 2025.
CoreWeave states the merger will create a vertically integrated, financially stronger company positioned for long-term value through greater operational efficiency and industry expertise.
The public communication aims to counter claims made by event-driven hedge fund Two Seas Capital, which specializes in litigation and opposes the deal, while describing the acquisition as the most compelling option for Core Scientific shareholders. It offers an immediate premium value and participation in the growth of its rapidly scaling AI platforms.
Addressing Key Myths from Two Seas Capital
CoreWeave’s letter challenges what it calls misleading assertions from Two Seas Capital, addressing three main issues: the valuation of the offer, Core Scientific’s prospects as an independent company, and the likelihood of a better offer.
On valuation:
CoreWeave reiterated that its July offer is best and final, and confirmed it has consistently communicated that no revised offer will be made.
CoreWeave stated that Core Scientific’s standalone plan would require significant debt or equity financing, exposing shareholders to risks related to capital expenditures, power procurement, customer acquisition, and financing.
The letter adds that the merger would provide Core Scientific with access to additional capital and operational efficiencies through CoreWeave’s vertical integration.
On alternative buyers:
CoreWeave dismissed the idea that Core Scientific could secure a better offer, noting it is Core Scientific’s sole high-performance computing customer and accounts for nearly all HPC colocation revenue and over 76% of projected 2026 revenue.
“No other bidder has ever surfaced for Core Scientific—neither since the deal announcement nor at any time since the June 2024 announcement of CoreWeave’s initial approach,” the letter stated. “The emergence of an alternative bidder has always been and continues to be incredibly unlikely given Core Scientific’s close relationship with CoreWeave.”
CoreWeave’s CEO and Co-founder, Michael Intrator, signed the letter, calling on stockholders to “think objectively about Core Scientific’s standalone prospects and the significant risks involved with executing on a standalone plan.”
Emphasis On Current Market Performance and Strategic Alignment
CoreWeave noted that Core Scientific’s stock price rose about 150% in the 13 months before the deal, compared to 25% for peers, largely due to their partnership. The proposed acquisition offers a 60% premium on these gains, which CoreWeave described as historically high.
CoreWeave argued that, unlike peers, Core Scientific has already realized significant stock gains from its partnership and now stands to benefit further from full integration.
Strategic Vote Ahead and Regulatory Filings and Steps
Core Scientific stockholders can vote on the proposed transaction at the Special Meeting on October 30, 2025, at 10:00 AM Eastern. Shareholders of record as of September 19, 2025, are eligible to vote. CoreWeave urges shareholders to return the WHITE proxy card and vote in favor of the merger.
CoreWeave’s registration statement on Form S-4 was declared effective on September 26, 2025, and the related prospectus, along with Core Scientific’s definitive proxy statement, was mailed to stockholders shortly thereafter.
Investors and security holders should review the registration statement, prospectus, and proxy statement in full for detailed information about the transaction and its terms.
Copies are available on the SEC’s website and in the investor relations sections of both companies’ websites.
