Two Seas Capital, Core Scientific's Largest Active Shareholder, Announces Intention to Vote Against the Proposed Sale to CoreWeave

Core Viewpoint - Two Seas Capital LP opposes the proposed sale of Core Scientific to CoreWeave, believing it materially undervalues the company and exposes shareholders to significant economic risk [1][4][6] Company Background - Core Scientific is recognized as a first-mover in building high-performance computing (HPC) infrastructure, particularly in the context of the growing demand for artificial intelligence (AI) [3][7] - Two Seas Capital has been a committed investor in Core Scientific since 2022, owning approximately 6.3% of the company, making it the largest active shareholder [2][16] Transaction Concerns - The proposed all-stock transaction lacks a protective structure for Core Scientific shareholders, leaving them vulnerable to CoreWeave's share price volatility [4][6] - The transaction is perceived to favor CoreWeave at the expense of Core Scientific shareholders, as evidenced by a 30% decline in Core Scientific's stock price following the announcement [6][9] Strategic Positioning - Core Scientific is positioned to benefit from the increasing demand for energy and compute infrastructure, with expectations of significant growth in the coming years [3][7] - Two Seas Capital is open to a merger but insists that any deal must reflect the strategic value of Core Scientific's assets [5][8] Shareholder Engagement - Two Seas Capital plans to vote against the transaction unless terms are revised to address perceived inadequacies and intends to solicit support from fellow shareholders [9][10]