Concerns Raised Over Core Scientific’s Sale Process

Numerous issues have been highlighted regarding Core Scientific’s sale to CoreWeave, particularly around the sale process, deal structure, and valuation. Two Seas Capital LP, a significant shareholder in Core Scientific, agrees that the board’s process was flawed and did not maximize shareholder value.

On October 21, 2025, Two Seas expressed their support for the recommendation from Institutional Shareholder Services Inc. (ISS), which urged Core Scientific shareholders to vote against the proposed merger with CoreWeave as outlined in their announcement from July 7, 2025.

Sina Toussi, the Founder and Chief Investment Officer of Two Seas, remarked that the ISS’s recommendation reinforces their stance that the merger is not in the best interest of shareholders and undervalues the potential of the company. He noted that since the merger announcement, there has been significant investment in AI infrastructure, with many companies making substantial agreements weekly. In contrast, Core Scientific seems to be lagging behind, missing out on what he called one of the greatest growth opportunities in capital markets.

Two Seas highlighted their belief that Core Scientific could achieve much more than what this proposed deal offers. They are urging shareholders to heed ISS’s recommendations and vote against the merger with their gold proxy cards to unlock the potential of owning a premier asset in the AI sector.

ISS’s report has underscored that the board’s process was expedited without proper downside protection, making it unlikely that it was conducted to secure the best terms for shareholders. They identified multiple issues, including:

• Defective Process: The board’s rushed timeline may have compromised the evaluation of alternatives, leaving shareholders questioning why such urgency was necessary.
• Defective Structure: Shareholders are justified in asking for a more secure structure; the board did not push for terms that would protect their interests.
• Inappropriate Evaluation: The market signals suggest that Core Scientific’s stock value exceeds the merger offer, with its price consistently closing at a premium since the lockup expiration.

In light of these findings, Two Seas is urging Core Scientific’s shareholders to oppose the merger during the upcoming special general meeting on October 30, 2025.

About Two Seas Capital LP

Founded in 2020 by Sina Toussi, Two Seas focuses on event-driven investing, emphasizing rigorous research and targeted special situations. The firm manages approximately $2 billion in assets and aims to identify market inefficiencies for potential value realization.