Core Scientific Inc SEC Filings

Two Seas Capital (CORZ) filed definitive additional proxy materials urging shareholders to vote AGAINST Core Scientific’s proposed sale to CoreWeave. The filing highlights that both leading proxy advisors—ISS and Glass Lewis—now recommend an AGAINST vote on the GOLD proxy card ahead of the special meeting on October 30, 2025.

ISS cited concerns around the board’s sale process, noting an “expeditious timeline,” limited exploration of alternatives, and the absence of protection against the volatility of the stock-based consideration. Glass Lewis similarly flagged deal structure and valuation, pointing to the lack of price-protection mechanisms and the market’s persistent premium for CORZ shares over the implied offer value. Glass Lewis referenced a roughly two‑month period where the implied consideration trailed Core Scientific’s closing price by an average daily spread of -11.4%, and ISS noted CORZ shares closed at a median 12.5% premium to the offer during a key window. Two Seas asserts the company has strong standalone potential in AI/HPC hosting and asks holders to follow the advisors’ recommendations.

Two Seas Capital, a major Core Scientific (NASDAQ: CORZ) shareholder, filed definitive additional proxy materials urging a vote AGAINST the proposed sale to CoreWeave (announced July 7, 2025). In a letter to shareholders, Two Seas argues the deal substantially undervalues Core Scientific.

The firm cites an implied value of about $17.50 per share based on the 0.1235 exchange ratio and CoreWeave’s October 16, 2025 stock price, noting CORZ has traded above the daily implied deal value for 44 straight trading days, by an average of 13%. Two Seas highlights sector transactions and peer stock performance to suggest greater standalone upside and asks holders to use the GOLD proxy card to vote against the transaction.

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.

Core Scientific, Inc. furnished an updated investor presentation in connection with its upcoming special meeting to vote on the proposed merger with CoreWeave, Inc. The Special Meeting is scheduled for October 30, 2025. The materials are provided under Item 7.01 (Regulation FD) and are not deemed filed.

Regulatory materials for the transaction are in place: a joint Form S-4 was declared effective on September 26, 2025, with CoreWeave’s prospectus and Core Scientific’s definitive proxy statement filed the same day. The updated investor presentation is furnished as Exhibit 99.1.

Two Seas Capital filed definitive additional proxy materials opposing Core Scientific’s proposed sale to CoreWeave. The activist investor released an investor presentation and is urging shareholders to vote AGAINST the transaction on the GOLD proxy card.

Two Seas argues the deal reflects a “flawed process,” a “deficient structure,” and an “inadequate” exchange ratio, and says Core Scientific would be better off as a standalone company. Shareholders are scheduled to vote at a special meeting on October 30, 2025. Two Seas identifies itself as the largest active CORZ shareholder and notes approximately $1.9 billion in assets under management.

Core Scientific, Inc. (CORZ) furnished an investor presentation related to its pending merger with CoreWeave. The presentation (Exhibit 99.1) supports the upcoming special meeting of stockholders to consider and vote on adopting the Agreement and Plan of Merger with CoreWeave and related matters.

The special meeting is scheduled for October 30, 2025. The materials are furnished under Item 7.01 and are not deemed filed. The registration statement on Form S-4 for the transaction was declared effective on September 26, 2025, and Core Scientific subsequently filed a definitive proxy statement on September 26, 2025.

Two Seas Capital amended its Schedule 13D to report that affiliated funds and accounts beneficially own 19,902,624 shares of Core Scientific common stock, equal to approximately 6.5% of the outstanding common shares. The filing breaks out purchase costs: the Global Fund paid about $136,531,588 for its positions (including 12,961,981 shares, 34,000 options and 313,646 warrants), the Strategic Fund paid about $34,271,121 for 2,539,321 shares, and certain Accounts paid about $9,628,940 for 687,676 shares. The reporting persons state they will vote against the proposed merger and have filed a Definitive Proxy Statement related to a Special Meeting on 09/29/2025. The filing notes options to buy 3,400,000 shares at $15 expiring on 01/16/2026, and that the Global Fund sold 1,700,000 options at an exercise price of $21 expiring the same date. The disclosure indicates sole voting and dispositive power is held by Two Seas Capital under investment management agreements.

Todd DuChene, Chief Legal and Administrative Officer of Core Scientific, Inc. (CORZ), reported a transaction on 09/30/2025 showing 8,228 shares of Common Stock disposed at a price of $17.94. The Form indicates these shares were withheld to satisfy tax withholding obligations on vested restricted stock units. After the reported transaction, Mr. DuChene beneficially owns 2,021,428 shares, reported as direct ownership. The Form 4 was signed on 10/02/2025.