Core Scientific Inc SEC Filings

Core Scientific (CORZ) stockholders rejected the proposed merger with CoreWeave, and the company terminated the Merger Agreement effective October 30, 2025. The deal would have merged a CoreWeave subsidiary into Core Scientific, making Core Scientific a wholly owned subsidiary of CoreWeave.

Turnout was high: 245,792,464 shares were present or represented, equal to approximately 79.97% of voting power as of the record date. The principal proposal to adopt the Merger Agreement received 20,752,327 votes For, 203,451,498 Against, and 21,588,639 Abstain. A related proposal received 10,019,439 For, 230,070,106 Against, and 5,702,921 Abstain. Shares outstanding were 307,355,193 as of September 19, 2025.

Core Scientific, Inc. filed an 8-K announcing an investor presentation that representatives intend to use with investors and analysts on or after October 30, 2025. The presentation is furnished as Exhibit 99.1 under Item 7.01 and is expressly deemed “furnished,” not “filed,” which means it is not subject to Section 18 liabilities and is not incorporated into other filings unless specifically referenced.

The filing also lists the company’s Nasdaq‑traded securities, including common stock (CORZ) and two warrant classes (CORZW and CORZZ) with exercise prices of $6.81 and $0.01 per share, respectively.

Core Scientific (CORZ) reported that its stockholders did not approve the Merger Agreement with CoreWeave at a special meeting. Following the vote, the company terminated the Merger Agreement effective immediately.

The proposed transaction would have combined Core Scientific and CoreWeave by merging a CoreWeave subsidiary into Core Scientific, with Core Scientific continuing as the surviving company and becoming a wholly owned subsidiary of CoreWeave. The company also furnished a press release announcing the termination.

Core Scientific (CORZ) announced preliminary results from its October 30, 2025 special meeting, stating it did not receive the votes necessary to approve its previously announced merger agreement with CoreWeave, Inc. The company furnished a press release with additional details.

The update comes via an 8-K under Item 7.01, which means the information and press release are furnished rather than filed. No vote counts or next steps were provided in the excerpt.

Two Seas Capital filed definitive additional proxy materials urging Core Scientific (NASDAQ: CORZ) shareholders to vote AGAINST the proposed sale to CoreWeave (NASDAQ: CRWV).

Two Seas cites the deal’s value of $16.40 per share and argues Core Scientific’s standalone prospects are stronger, highlighting low‑cost power, data center expertise, and a 700‑megawatt pipeline. The special meeting to vote on the transaction is scheduled for October 30, 2025. Two Seas states it is one of the largest shareholders and expresses confidence in management’s ability to expand hosting and HPC capacity.

Core Scientific (CORZ) reported Q3 2025 results showing a smaller business focused on transitioning from crypto self-mining to high-density colocation. Total revenue was $81.1 million (vs. $95.4 million a year ago), led by digital asset self-mining $57.4 million, colocation $15.0 million, and hosted mining $8.7 million. The company posted a net loss of $146.7 million (vs. $455.3 million loss), driven largely by a $74.9 million non-cash increase in warrant fair value and higher SG&A.

For the nine months, revenue was $239.3 million (vs. $415.7 million) with a net loss of $502.8 million. Cash and cash equivalents were $453.4 million (down from $836.2 million at year-end) after $454.2 million of property and equipment purchases. Deferred revenue rose to $344.1 million, largely from colocation customer funding, and customer funding receivable reached $343.1 million, reflecting site build activity. The company held 2,116 bitcoin valued at $241.4 million as of September 30, 2025.

Total assets were $2.30 billion versus total liabilities $3.42 billion, resulting in a stockholders’ deficit of $1.13 billion. Management highlighted the ongoing pivot to AI-related colocation and noted the proposed acquisition by CoreWeave, with the S‑4 declared effective on September 26, 2025.

Core Scientific (CORZ) furnished a press release announcing its financial results for the third quarter ended September 30, 2025. The press release is included as Exhibit 99.1 under Item 2.02, with related disclosure under Item 7.01. These materials are furnished and not deemed filed under the Exchange Act.

CoreWeave issued a Rule 425 communication urging Core Scientific stockholders to vote FOR their all‑stock merger. The company disagreed with proxy advisors ISS and Glass Lewis, stating the reports focus on Core Scientific’s current share price and overlook standalone risks.

Deal terms remain unchanged: Core Scientific stockholders would receive 0.1235 newly issued shares of CoreWeave Class A common stock for each Core Scientific share. The Boards of both companies unanimously approved the transaction, which is expected to close in the fourth quarter of 2025, subject to regulatory and Core Scientific stockholder approvals.

CoreWeave noted the SEC declared its Form S‑4 effective on September 26, 2025, and the related prospectus and Core Scientific’s definitive proxy statement were mailed on or about that date. The company reiterated that the merger consideration is, in its view, a fair representation of the relative value of the two companies and encouraged votes on the WHITE proxy card.

Core Scientific (CORZ) announced supplemental disclosures to its merger proxy/prospectus with CoreWeave to address stockholder complaints while the parties deny any additional disclosure is legally required. The Form S-4 for the merger was declared effective on September 26, 2025, and the proxy statement/prospectus was first mailed on or about that date. Several stockholder lawsuits challenging disclosures remain pending. To moot disclosure claims and avoid potential expense and delay, the companies provided added detail on director equity, valuation comparisons, and financial advisor analyses.

The supplements state that unvested RSU awards held by Core Scientific’s five non‑employee directors that would vest at closing have an estimated aggregate value of $8,515,576. Updated comparable company tables for both Core Scientific and CoreWeave are included. PJT’s DCF for Core Scientific references a terminal multiple range of 18.0x to 22.0x on terminal-year Adjusted EBITDA, which management estimated at $899 million, with business-line discount rates ranging from 10.00% to 21.00%. For CoreWeave, PJT applied a 20.0x to 30.0x exit multiple on Adjusted EBIT with a 10.00% to 12.00% discount rate.