Two Seas Capital moves to block $9B sale of AI compute firm Core Scientific

Core Scientific, a former Bitcoin miner that pivoted to AI compute, is undergoing a controversial merger.

Summary

• Core Scientific announced a $9B sale to CoreWeave
• Two Seas Capital believes the deal is too risky and undervalued
• Shares of Core Scientific dropped 30% after the deal was announced

Once the largest Bitcoin miner in the U.S., Core Scientific is planning a $9 billion all-stock sale to CoreWeave as it pivots toward AI infrastructure. But not all shareholders are on board. Two Seas Capital, the company’s largest active shareholder, has announced its intention to vote against the proposed merger.

Two Seas Capital, which holds a 6.3% equity stake in Core Scientific, stated it will oppose the Board of Directors’ current deal with CoreWeave. The investment firm believes the $9 billion valuation undervalues Core Scientific’s position in the high-performance compute space.

Further, Two Seas argues that the all-equity structure of the deal exposes shareholders to CoreWeave’s stock volatility without offering any downside protection. It also cited the immediate 30% drop in Core Scientific’s share price after the deal was announced as evidence that the market shares its concerns.

Two Seas Capital against any Core Scientific sale

Two Seas Capital has presented itself as a committed investor and an advocate of Core Scientific since 2022. The company is an active investor and has also raised its equity stake since then.

Moreover, the investment firm stated that it’s not opposed to a CoreWeave merger as such. In fact, the firm also owns CoreWeave shares. It is just opposed to the merger at the current valuation.

Originally launched as a Bitcoin mining firm, Core Scientific capitalized on the crypto bull market and went public in January 2022 at a $4.3 billion valuation. However, the subsequent market downturn led to bankruptcy and a strategic shift toward AI compute infrastructure.