Core Scientific Shareholders Revolt Against $9 Billion CoreWeave Merger Deal

Mining giant faces investor mutiny as shareholders balk at massive AI merger valuation.

The Backlash Builds

Core Scientific's proposed $9 billion tie-up with CoreWeave hits immediate resistance from major investors questioning the strategic logic. Shareholders argue the deal undervalues their mining infrastructure while overpaying for AI compute capacity—a classic case of tech FOMO meets questionable corporate governance.

Market analysts whisper about desperation moves as bitcoin mining margins compress. The proposed merger would transform one of North America's largest mining operations into an AI infrastructure play overnight. Skeptics note the timing feels conveniently aligned with the current AI hype cycle—because nothing solves bitcoin volatility like chasing another bubble.

This isn't just shareholder discontent—it's a full-blown revolt against management's vision. The $9 billion question remains: who exactly benefits from this deal besides the bankers collecting their fees?

Two Seas Capital Calls Deal Flawed

Two Seas Capital strongly criticized Core Scientific’s board for approving the merger with CoreWeave. According to the firm, the deal follows a “flawed process” and was poorly structured from the beginning.

Moreover, the firm stated that the all-stock, uncollared structure WOULD leave shareholders vulnerable to CoreWeave’s volatile stock price. Two Seas Capital added that the implied value of the merger is significantly lower than Core Scientific’s current stock price.

“We are disappointed that the board of directors has chosen to sell the company to CoreWeave at this inadequate valuation,” the letter dated August 7 stated. Consequently, Two Seas confirmed that it will vote its shares against the merger and urged other investors to do the same.

Proposals on the Table

The upcoming vote will address two key proposals. The first seeks approval of the merger agreement itself. The second is a non-binding vote on executive compensation linked to the merger. Two Seas Capital recommended voting “AGAINST” both proposals.

Additionally, they argued that management’s compensation package connected to the deal is excessive and not in shareholders’ best interests. Core Scientific has set a record date to determine eligible voters and emphasized that the decision will significantly shape the company’s future.

The war shows growing resistance from investors to discounted tech and crypto-related mergers. Its result may affect whether Core Scientific continues on its own or mergers into an AI-driven future with CoreWeave.

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