Two Seas Capital Publishes Investor Presentation Describing Why It Opposes Core Scientific's Proposed Sale to CoreWeave

Rhea-AI Summary

Two Seas Capital, the largest active shareholder of Core Scientific (NASDAQ: CORZ), published an investor presentation urging shareholders to vote AGAINST Core Scientific's proposed sale to CoreWeave (NASDAQ: CRWV).

Two Seas argues the deal announced July 7, 2025 is the product of a flawed process, has a deficient structure, and features an inadequate exchange ratio that substantially undervalues Core Scientific. The presentation cites peers that "more than doubled" in value in the three months after the deal announcement and highlights the company’s special meeting on October 30, 2025 where shareholders will vote using the GOLD proxy card.

Positive

• Largest active shareholder filed detailed SEC investor presentation
• Special shareholder vote scheduled for October 30, 2025
• Two Seas provides a detailed valuation analysis opposing the deal

Negative

• Proposed transaction claimed to substantially undervalue Core Scientific
• Deal alleged to have a deficient structure and poor exchange ratio
• Core Scientific stock has traded down since announcement, per Two Seas

Insights

Activist shareholder strategist

Largest active shareholder publicly urges rejection of the deal, raising valuation and process arguments ahead of an October 30, 2025 vote.

Their presentation, filed with the SEC on October 10, 2025, argues the proposed sale of Core Scientific (NASDAQ: CORZ) to CoreWeave (NASDAQ: CRWV) offers inadequate value and was reached via a flawed process. The filing states the exchange ratio is "manifestly inadequate" and claims peers have risen while Core Scientific has traded down tethered to CoreWeave's stock.

Key dependencies and risks include shareholder turnout at the special meeting on October 30, 2025 and whether other large holders align with this position. Watch the proxy vote outcome within days of October 30, 2025 for an immediate signal on the deal's viability; any successful opposition could force re‑negotiation or termination of the transaction within that short timeframe.

Corporate governance and deal process analyst

Public, SEC‑filed opposition from the largest active shareholder highlights governance and valuation disputes that directly threaten the transaction.

The presentation focuses on three factual claims: a deficient deal structure, an inadequate exchange ratio, and a negotiation process the shareholder deems flawed; it explicitly urges holders to vote AGAINST on the GOLD proxy card. These are governance‑level challenges aimed at preventing shareholder approval rather than seeking disclosure or minor concessions.

The situation hinges on aggregate shareholder votes at the October 30, 2025 special meeting and whether the issuer or buyer revises terms before that date. Monitor any revised disclosures, supplemental proxy materials, or new SEC filings between now and October 30, 2025, as those will be the concrete milestones that change the immediate outlook over the next two to three weeks.

Highlights Transaction's Flawed Process, Deficient Structure and Inadequate Price

Urges Shareholders to Vote AGAINST the Proposed Transaction

NEW YORK, Oct. 13, 2025 /PRNewswire/ -- Two Seas Capital LP ("Two Seas" or "we"), an alternative investment management firm and the largest active shareholder of Core Scientific, Inc. ("Core Scientific" or the "Company") (NASDAQ: CORZ), today released an investor presentation, which was filed with the SEC on Friday, October 10, in connection with its opposition to the Company's proposed sale to CoreWeave, Inc. ("CoreWeave") (NASDAQ: CRWV) on the terms announced on July 7, 2025. The full presentation can be found HERE.

In the investor presentation, Two Seas shares its detailed valuation analysis and rationale for opposing the proposed transaction. Two Seas urges Core Scientific shareholders to vote AGAINST the proposed transaction on the GOLD proxy card ahead of the Company's special meeting of shareholders, which is scheduled to be held on October 30, 2025.

Sina Toussi, Founder and Chief Investment Officer of Two Seas, stated:

"The proposed transaction provides inadequate value to Core Scientific shareholders, who own one of the best high-performance computing assets in the world. The AI infrastructure buildout is drawing in billions of dollars by the week and showing no signs of slowing down, and Core Scientific is uniquely positioned to capitalize on the tremendous demand for power and data center capacity.

We see no reason to cut short Core Scientific's promising future as a standalone company in favor of this transaction, which, in our view, is the result of a deeply flawed process and negotiation, is burdened with a deficient structure and comes at an exchange ratio that is manifestly inadequate. As we describe more fully in our presentation, this transaction substantially undervalues Core Scientific by many measures. Most notably, in the three months since the announcement of this deal, nearly all of Core Scientific's peer companies have more than doubled in value, while Core Scientific has actually traded down because it is tethered to CoreWeave's underperforming stock.

We believe Core Scientific's alternatives are far superior to this flawed transaction. We urge the Company's shareholders to review our presentation and vote AGAINST the proposed transaction on the GOLD proxy card so that we can all have an opportunity to realize fair value for our investment in Core Scientific."

About Two Seas Capital LP

Two Seas, founded in 2020 and led by Chief Investment Officer Sina Toussi, specializes in event-driven investing anchored by rigorous fundamental research and a targeted focus on special situations. With approximately $1.9 billion in assets under management, Two Seas' approach is designed to uncover market inefficiencies where value can be realized through the resolution of legal and regulatory events. The Two Seas team is highly regarded for its rigorous due diligence and its ability to translate complex and dynamic scenarios into actionable investment opportunities.

Contacts

Investors
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
info@innisfreema.com
(212) 750-5833

Media
Steve Bruce / Taylor Ingraham / Keely Gispan
ASC Advisors
twoseas@ascadvisors.com
(203) 992-1230

Disclaimer

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of Core Scientific or CoreWeave will trade, and such securities may not trade at prices that may be implied herein. In addition, this press release and the discussions and opinions herein are for general information only, and are not intended to provide investment advice.

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans", "will be" and similar expressions. Although Two Seas believes that the expectations reflected in forward-looking statements contained herein are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties—many of which are difficult to predict and are generally beyond the control of Two Seas, Core Scientific or CoreWeave—that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly stated risks and uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in Core Scientific and CoreWeave's respective public filings with the U.S. Securities and Exchange Commission, including those listed under "Risk Factors" in annual reports on Form 10-K and quarterly reports on Form 10-Q and those related to the pending transaction involving Core Scientific and CoreWeave (the "Pending Transaction"). The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Two Seas does not undertake any obligation to update or revise any forward-looking information or statements. Certain information included in this material is based on data obtained from sources considered to be reliable. Any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should not be viewed as factual and should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and, unless required by law, are subject to revision without notice.

Funds and investment vehicles (collectively, the "Two Seas Funds") managed by Two Seas currently beneficially own shares of Core Scientific and CoreWeave. The Two Seas Funds are in the business of trading (i.e., buying and selling) securities and intend to continue trading in the securities of Core Scientific and CoreWeave. You should assume the Two Seas Funds will from time to time sell all or a portion of their holdings of Core Scientific and/or CoreWeave in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Two Seas' beneficial ownership of shares of, and/or economic interest in, Core Scientific and/or CoreWeave may vary over time depending on various factors, with or without regard to Two Seas' views of the Pending Transaction or Core Scientific and/or CoreWeave's respective businesses, prospects, or valuations (including the market price of Core Scientific and/or CoreWeave shares), including, without limitation, other investment opportunities available to Two Seas, concentration of positions in the portfolios managed by Two Seas, conditions in the securities markets, and general economic and industry conditions. Without limiting the generality of the foregoing, in the event of a change in Core Scientific and/or CoreWeave's respective share prices on or following the date hereof, the Two Seas Funds may buy additional shares or sell all or a portion of their holdings of Core Scientific and/or CoreWeave (including, in each case, by trading in options, puts, calls, swaps, or other derivative instruments). Two Seas also reserves the right to change the opinions expressed herein and its intentions with respect to its investments in Core Scientific and CoreWeave, and to take any actions with respect to its investments in Core Scientific and CoreWeave as it may deem appropriate, and disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.

Important Information

Two Seas, Two Seas Capital GP LLC ("Two Seas GP"), and Sina Toussi ("Mr. Toussi" and, together with Two Seas and Two Seas GP, the "Participants") have filed a definitive proxy statement and GOLD proxy card (the "Proxy Statement") with the SEC on September 29, 2025 to be used to solicit proxies for votes against the proposed acquisition of Core Scientific by CoreWeave at the upcoming special meeting of the Company's shareholders. THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. Additional information about the Participants and a description of their direct or indirect interests by security holdings or otherwise can be found in Exhibit 2 of the Schedule 14A filed by Two Seas with the SEC on October 10, 2025.

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SOURCE Two Seas Capital

FAQ

What did Two Seas Capital announce about Core Scientific (CORZ) on October 13, 2025?

Two Seas published an investor presentation urging COREZ shareholders to vote AGAINST the proposed sale to CoreWeave and filed the presentation with the SEC.

When will Core Scientific shareholders vote on the proposed sale to CoreWeave (CRWV)?

The company's special meeting to vote on the proposed transaction is scheduled for October 30, 2025.

Why does Two Seas oppose the Core Scientific and CoreWeave deal (CORZ-CRWV)?

Two Seas cites a flawed process, a deficient transaction structure, and an inadequate exchange ratio that it says undervalues Core Scientific.

How can Core Scientific shareholders act on Two Seas' recommendation for CORZ?

Two Seas urges shareholders to vote AGAINST the proposed transaction using the GOLD proxy card ahead of the October 30, 2025 meeting.

Does Two Seas provide evidence that Core Scientific is undervalued versus peers (CORZ)?

Two Seas' presentation states that in the three months after the July 7, 2025 announcement, most peers "more than doubled" while Core Scientific traded down.