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Two Seas Capital Opposes Core Scientific's Proposed Sale to CoreWeave

On August 7, 2025, Two Seas Capital LP, a prominent alternative investment management firm and the leading active shareholder of Core Scientific, Inc., expressed clear opposition to the company's proposed sale to CoreWeave, Inc.. This decision emerges in light of their belief that the terms of the deal, announced on July 7, significantly undervalue Core Scientific and place shareholders at a considerable economic risk.

Two Seas Capital has been a firm supporter of Core Scientific since 2022, taking part in various capacities as an investor and advocate. As of now, they hold about 19,122,842 shares of Core Scientific's common stock, which is roughly 6.3% of the company. Their substantial stake brings weight to their dissent against the merger, highlighting their long-standing commitment to the growth potential of Core Scientific within the high-performance computing (HPC) sector.

In an open letter addressed to fellow shareholders, Sina Toussi, the founder and Chief Investment Officer of Two Seas Capital, articulated the firm’s concerns regarding the proposed sale. He emphasized the strategic importance of Core Scientific's unique positioning in the booming AI industry. As the demand for AI technologies and the requisite computing infrastructure surges, Core Scientific is poised for significant growth. The firm believes that a sale at the current valuation undermines this potential.

Two Seas Capital’s Perspective:
The firm does not reject the idea of a merger with CoreWeave. In fact, they acknowledge the strategic merits of such a combination, indicating a supportive stance towards the operations of CoreWeave as well. However, the current proposal is a matter of contention. Two Seas argues that the all-stock deal exposes Core Scientific shareholders to CoreWeave's fluctuating share prices, with no safeguards on the value received after the closing of the transaction.

Post-announcement reactions have been telling; Core Scientific’s stock has dropped by 30%, which reinforces Two Seas Capital’s sentiment of underlying discontent among the broader investment community regarding the transaction's structure. According to Two Seas, the proposed deal disproportionately benefits CoreWeave while undermining the fair value of Core Scientific’s assets.

A Call to Action:
Two Seas Capital is determined to rally other shareholders to reject the transaction if the current terms remain unchanged. They argue that the management's duty is to ensure any agreement reflects the strategic value of Core Scientific's assets, which CoreWeave has already acknowledged possesses inherent synergies.

With the rapid increase in demand for power and computational resources, Two Seas believes that Core Scientific's future remains bright. Their position underscores a strategic pivot — advocating for shareholder interests over immediate financial transactions that do not reflect the company's long-term potential.

Moving forward, Two Seas plans to engage more directly with shareholders to discuss their valuation work and perspectives regarding this merger. They believe it is vital for Core Scientific to retain independence and continue on a path of growth rather than pursue an undervalued sale.

About Two Seas Capital:
Founded in 2020, Two Seas Capital focuses on event-driven investing strategies centered on valuable market insights and rigorous research. Currently managing about $1.4 billion in assets, the firm's sharp focus on special situations allows them to capitalize on market inefficiencies effectively.

In conclusion, Two Seas Capital's challenge to the proposed Core Scientific and CoreWeave merger symbolizes a larger narrative about shareholder empowerment and corporate value recognition. As they advocate for revised terms that honor Core Scientific’s capabilities, the ongoing discourse will be closely watched by market participants and stakeholders alike.