Reported Earlier: Two Seas Capital Urges Shareholders To Reject Core Scientific - CoreWeave Deal, Calling It Deeply Undervalued Amid Current AI Boom

Author: Benzinga Newsdesk | October 17, 2025 11:36am

Issues Letter to Shareholders Citing Market Evidence Demonstrating the Proposed Transaction Substantially Undervalues Core Scientific

Urges Shareholders to Vote AGAINST the Proposed Transaction on the GOLD Proxy Card

NEW YORK, Oct. 17, 2025 /PRNewswire/ -- Two Seas Capital LP ("Two Seas" or "we"), an alternative investment management firm and one of the largest shareholders of Core Scientific, Inc. ("Core Scientific" or the "Company") (NASDAQ:CORZ), today issued a letter to shareholders in connection with its opposition to the Company's proposed sale to CoreWeave, Inc. ("CoreWeave") (NASDAQ:CRWV) on the terms announced on July 7, 2025.

The full text of the letter is below.

* * *

October 17, 2025

Dear Fellow Core Scientific Shareholders:

The accelerating AI build-out is driving insatiable demand for power and high-performance computing ("HPC") assets and shows no signs of slowing.

Since Core Scientific and CoreWeave announced their intention to combine more than three months ago, there has been a wave of multi-billion-dollar deals1 involving hyperscalers, AI Labs, power companies, neoclouds, and data center companies (including former Bitcoin miners) like Core Scientific. The most recent came earlier this week, when a consortium of companies leading the AI revolution acquired a portfolio of data centers for $40 billion – among the largest data center deals ever.

The unprecedented investment in the AI infrastructure build-out has led to a surge in the equity values of HPC data center companies. The stock prices of each of Core Scientific's three closest peers, Applied Digital, Cipher Mining and TeraWulf – each a former Bitcoin miner with HPC contracts – have approximately tripled since the announcement of the Company's proposed sale to CoreWeave, and nearly quadrupled since rumors of the proposed sale first emerged in June 2025.2

Unfortunately, as Core Scientific shareholders, we have not benefited from this rising tide that has lifted all other boats. Core Scientific's stock has been left well behind, tethered to CoreWeave's stock, which has declined by approximately 15% since the proposed transaction was announced.3 As a result, Core Scientific's stock is up a mere 9% since the acquisition was announced.

Source: FactSet. Data as of October 16, 2025.

1. "Former BTC Miners with HPC Contracts" refers to Applied Digital, Cipher Mining and TeraWulf. Data reflects median.
2. "10-K Competitors" include the companies cited by Core Scientific as competitors in its 2024 Form 10-K and include Bit Digital, Bitfarms, Cipher Mining, Cleanspark, HIVE Digital Technologies, Hut 8, MARA Holdings, Riot Platforms and TeraWulf. Argo Blockchain excluded due to delisting and restructuring. Data reflects median.

In the absence of the proposed transaction, had Core Scientific stock merely performed in-line with the Company's worst-performing peer, it would be trading around $45 per share.4 Instead, Core Scientific shareholders are being asked to convert their shares into CoreWeave's volatile and underperforming stock at an implied value of just ~$17.50 per share.5

We see no reason why Core Scientific shareholders should accept such an underwhelming deal. Based on recent trading data, we see little evidence that they will.

As of yesterday's close, Core Scientific's stock was trading 12% higher than the current deal value. Indeed, Core Scientific's stock has traded higher than the implied deal value for 44 straight trading days, on some days by more than 20%.6 The widening divide between Core Scientific's trading price and the value of the merger consideration has resulted in a negative deal spread that has persisted since the post-IPO lock-up period on CoreWeave's stock expired on August 14.

Source: FactSet. Data as of October 16, 2025.

1. CoreWeave's post-IPO lock-up period expired on August 14, 2025, two days after its 2Q 2025 earnings report.
2. Deal spread calculated as value of merger consideration divided by Core Scientific stock price.

The market is clearly skeptical of this merger, and for good reason: CoreWeave is attempting to acquire Core Scientific at a valuation that does not reflect the Company's opportunity, at a time of unprecedented value creation across the sector.

We firmly believe Core Scientific's alternatives are far superior to this flawed transaction. We urge our fellow shareholders to join us in voting AGAINST the proposed transaction on the GOLD proxy card, so that Core Scientific shareholders can realize further upside from owning one of the best assets in the AI landscape.

Sincerely,

Sina Toussi

Founder, President and Chief Investment Officer

Two Seas Capital LP

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