[425] Core Scientific, Inc./tx Business Combination Communication
CoreWeave, Inc. shared a communication regarding its proposed acquisition of Core Scientific, Inc. (CORZ). The companies have filed key materials with the SEC: CoreWeave’s Form S-4 registering shares of CoreWeave common stock and warrants to be issued in the transaction was declared effective on September 26, 2025, and the related prospectus was filed the same day. Core Scientific filed its definitive proxy statement on September 26, 2025, and the prospectus and proxy were first mailed to Core Scientific stockholders on or about that date.
The notice emphasizes forward‑looking statements and outlines risks, including obtaining Core Scientific stockholder approval, fluctuations in the value of the stock consideration, integration execution, potential litigation, financing access, and regulatory and operational factors. Investors can access the S-4, prospectus, and proxy statement free of charge at sec.gov and the companies’ investor websites.
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Insights
Procedural update advances merger toward vote; closing still contingent on approvals and standard risks.
The filing documents a proposed acquisition of Core Scientific, Inc. by CoreWeave, Inc. and confirms key milestones: the Form S-4 became effective on
Closing remains subject to conditions, including Core Scientific stockholder approval. The disclosure highlights typical risks for such transactions: potential litigation, deal timing uncertainty, market-driven variability in the value of CoreWeave stock to be issued, and possible dilution from CoreWeave’s share issuance in the transaction. It also notes interim operating restrictions at Core Scientific during the pendency of the deal.
What to watch next: the outcome of the Core Scientific stockholder vote and any updates or supplements to the Prospectus/Proxy. Progress or delays will likely be reflected in subsequent SEC filings following
Integration benefits are aspirational; risks flagged around execution, financing, and facility conversions.
The communication frames anticipated benefits and synergies but emphasizes uncertainties. It lists integration execution risk, the need to realize synergies and value creation, and potential adverse reactions from partners following the announcement. It also cites rating agency actions and access to short- and long-term debt markets as variables that could affect financing and operations.
Operationally, it flags development delays at data center sites and the conversion of certain facilities from crypto mining to high-performance computing. These are practical constraints that could affect timing and cost if the transaction closes. The statement also notes possible higher-than-expected transaction costs.
Key near-term items: any supplement detailing integration plans, any disclosed litigation, and confirmations around Core Scientific stockholder approval. The forward-looking statements section places meaningful caveats on timing and outcomes, underscoring that benefits are not guaranteed and depend on post-close execution.
Filed by CoreWeave, Inc.
pursuant to Rule 425 of the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: Core Scientific, Inc./tx
(Commission File No.: 001-40046)
Date: October 17, 2025
The following communication was posted by CoreWeave, Inc. on its LinkedIn account on October 16, 2025 in relation to CoreWeave’s press release issued on October 16, 2025 in connection with CoreWeave’s proposed acquisition of Core Scientific, Inc.
The following communication was posted by Michael Intrator, Chief Executive Officer of CoreWeave, Inc., on his LinkedIn account on October 16, 2025 in relation to CoreWeave’s press release issued on October 16, 2025 in connection with CoreWeave’s proposed acquisition of Core Scientific, Inc.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction between CoreWeave, Inc. (“CoreWeave”) and Core Scientific, Inc. (“Core
Scientific”), CoreWeave and Core Scientific have filed and will file relevant materials with the U.S. Securities and Exchange Commission
(the “SEC”). On August 20, 2025, CoreWeave filed with the SEC a registration statement on Form S-4 (the “Form S-4”),
as amended (No. 333-289742) to register shares of CoreWeave common stock and warrants (and shares of common stock underlying those warrants)
to be issued in connection with the proposed transaction. The Form S-4 was declared effective by the SEC on September 26, 2025, and CoreWeave
filed the related prospectus with the SEC on September 26, 2025 (the “Prospectus”). Also on September 26, 2025, Core Scientific
filed the definitive proxy statement with respect to the proposed transaction (the "Proxy Statement"). The Prospectus and the
Proxy Statement were first mailed to stockholders of Core Scientific on or about September 26, 2025. This communication is not a substitute
for the Form S-4, the Proxy Statement, the Prospectus or any other document that CoreWeave or Core Scientific (as applicable) have filed
or may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF COREWEAVE AND
CORE SCIENTIFIC ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT, THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Form S-4, the Proxy Statement and the Prospectus, as well as other filings containing important information about CoreWeave or Core Scientific, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by CoreWeave are and will be available free of charge on CoreWeave’s internet website at https://coreweave2025ipo.q4web.com/financials/sec-filings/ or by contacting CoreWeave’s investor relations contact at investor-relations@coreweave.com. Copies of the documents filed with the SEC by Core Scientific are and will be available free of charge on Core Scientific’s internet website at https://investors.corescientific.com/sec-filings/all-sec-filings. The information included on, or accessible through, CoreWeave’s or Core Scientific’s website is not incorporated by reference into this communication.
Participants in the Solicitation
CoreWeave, Core Scientific, their respective directors and certain of their respective executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Core
Scientific and a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement
(File No. 001-40046) in the section titled “Interests of Core Scientific’s Directors and Executive Officers in the Merger,”
including the documents incorporated by reference therein, which is available at: sec.gov/Archives/edgar/data/1839341/000114036125036346/ny20053622x1_defm14a.htm.
Information about the directors and executive officers of CoreWeave is set forth in CoreWeave’s Prospectus dated March 27, 2025,
which was filed with the SEC on March 31, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration
Statement on Form S-1, as amended (File No. 333-285512) (and which is available at: https://www.sec.gov/Archives/edgar/data/1769628/000119312525067651/d899798d424b4.htm).
These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in
the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, is contained in the
Proxy Statement, the Prospectus and other relevant materials filed with the SEC.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address future business and financial events, conditions, expectations, plans or ambitions, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “see,” “will,” “would,” “target,” similar expressions, and variations
or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated
benefits thereof. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject
to risks, uncertainties and assumptions, many of which are beyond the control of CoreWeave and Core Scientific, that could cause actual
results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference
include, but are not limited to: the completion of the proposed transaction on anticipated terms, or at all, and timing of completion,
including obtaining Core Scientific stockholder approval for the proposed transaction; uncertainty in the value of the consideration that
Core Scientific stockholders would receive in the proposed transaction, if completed, due to fluctuations in the market price of CoreWeave
common stock; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,
economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the
expected time period; the ability of CoreWeave and Core Scientific to integrate their businesses successfully and to achieve anticipated
synergies and value creation; potential litigation relating to the proposed transaction that could be instituted against CoreWeave, Core
Scientific or their respective directors and officers; the risk that disruptions from the proposed transaction will harm CoreWeave’s
or Core Scientific’s business, including current plans and operations and that management’s time and attention will be diverted
on transaction-related issues; potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the proposed transaction; rating agency actions and CoreWeave’s and Core Scientific’s ability to access short- and long-term
debt markets on a timely and affordable basis; legislative, regulatory and economic developments and actions targeting public companies
in the artificial intelligence, power, data center and crypto mining industries and changes in local, national or international laws,
regulations and policies affecting CoreWeave and Core Scientific; potential business uncertainty, including the outcome of commercial
negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect CoreWeave’s
and/or Core Scientific’s financial performance and operating results; certain restrictions during the pendency of the proposed transaction
that may impact Core Scientific’s ability to pursue certain business opportunities or strategic transactions or otherwise operate
its business; acts of terrorism or outbreak of war, hostilities, civil unrest, attacks against CoreWeave or Core Scientific and other
political or security disturbances; dilution caused by CoreWeave’s issuance
of additional shares of its securities in connection with the proposed transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; global or regional changes in the supply and demand for power and other market or economic conditions that impact demand and pricing; changes in technical or operating conditions, including unforeseen technical difficulties; development delays at CoreWeave and/or Core Scientific data center sites, including any delays in the conversion of such sites from crypto mining facilities to high-performance computing sites; those risks described in the section titled “Risk Factors” in CoreWeave’s Prospectus dated March 27, 2025, filed with the SEC on March 31, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-285512), Part II, Item 1A of CoreWeave’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 13, 2025 and subsequent reports on Forms 10-Q and 8-K; those risks described in Part II, Item 1A of Core Scientific’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 8, 2025, Part I, Item 1A of Core Scientific’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 and subsequent reports on Forms 10-Q and 8-K; and those risks described in the section titled “Risk Factors” in the Proxy Statement and the Prospectus available from the sources indicated above.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement and the Prospectus. While the list of factors presented here is, and the list of factors presented in the Proxy Statement and the Prospectus are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should not place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes; actual performance and outcomes, including, without limitation, CoreWeave’s or Core Scientific’s actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which CoreWeave or Core Scientific operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Neither CoreWeave nor Core Scientific assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution of this communication nor the continued availability of this communication in archive form on CoreWeave’s or Core Scientific’s website should be deemed to constitute an update or re-affirmation of these statements as of any future date.
FAQ
What did CoreWeave (and CORZ) announce in this Rule 425 filing?
Which SEC documents were filed for the CoreWeave–Core Scientific deal?
When was the S-4 declared effective for the CoreWeave–CORZ transaction?
When were materials mailed to Core Scientific stockholders (CORZ)?
What securities are registered in connection with the transaction?
What approvals or conditions are highlighted?
Where can investors find the CoreWeave/CORZ SEC filings?
