Core Scientific has formally urged its shareholders to support the proposed merger with CoreWeave, describing it as the optimal path forward. The appeal comes amid growing tension over the valuation and structure of the deal, which intersects with the broader race for AI infrastructure assets and consolidation in data center markets.

Deal Terms and Strategic Rationale

The proposed transaction would see CoreWeave acquire Core Scientific in an all-stock deal valued at approximately $9 billion, implying $20.40 per share for Core Scientific’s stock. Shareholders would receive 0.1235 newly issued CoreWeave shares for each Core Scientific share held. According to the board’s presentation, the merger promises meaningful synergies: cost savings, reduced leasing exposure, and operational efficiencies drawn from consolidation of power assets and data infrastructure.

Board members emphasize that the merged entity would better position itself in the AI infrastructure space, leveraging Core Scientific’s energy-intensive facilities to support demand for large-scale training and compute workloads. This strategy seeks to align with an AI ecosystem increasingly constrained by power and data center capacity.

Opposition from Major Shareholder

Despite the board’s unified backing, the transaction is not without fierce resistance. Two Seas Capital, which holds around 6.3% of Core Scientific’s shares, has publicly declared its intention to vote against the sale. According to Two Seas, the deal materially undervalues Core Scientific and places its shareholders at risk if CoreWeave’s stock declines further post-merger.

The criticism centers on the all-stock structure: since the value of the deal depends entirely on CoreWeave’s future share performance, any weakness in the acquirer’s stock could erode gains. Moreover, Two Seas has suggested that more protective mechanisms—such as a collar or minimum price protection—should be built into the agreement to shield Core Scientific investors from volatility.

Market Reaction & Risks to Execution

Following the board’s urging, Core Scientific shares rose nearly 4% in after-hours trading, suggesting some investor confidence in the message. Yet, underlying market sentiment remains mixed. Observers note that CoreWeave’s share price has already fallen significantly since the deal’s announcement, reducing implied merger value and heightening downside risk.

Further execution challenges loom: regulatory approvals, integration of operations, and realization of synergies are never guarantees in complex mergers. If CoreWeave fails to manage power contracts or operational scaling effectively, the anticipated benefits may not materialize. Moreover, any negative surprise on AI demand or capital constraints could strain the combined balance sheet.

Looking forward, all eyes will be on the upcoming shareholder vote (scheduled for late October) and any amendments to the deal structure that might address downside protections. Monitoring CoreWeave’s stock trajectory, near-term earnings reports, and regulatory developments will be crucial to assessing whether this merger becomes a defining pivot in the AI infrastructure consolidation wave.