🤑 $9B Merger Drama: Shareholders Say “Not So Fast, Core Scientific!” 🚨

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Well, butter my biscuit and call me surprised! 🥴 The folks over at Two Seas Capital are throwing a proper tantrum over Core Scientific’s grand plan to merge with CoreWeave for a cool $9 billion. On September 3, 2025, they fired off a letter to the SEC-yes, the Securities and Exchange Commission, the folks who keep Wall Street from turning into the Wild West-urging shareholders to give this deal a big, fat “nope.” 🛑

According to Two Seas, this merger is about as appealing as a soggy sandwich. 🥪 They claim it “materially undervalues” Core Scientific, which is just a fancy way of saying, “You’re selling yourselves short, folks!” And let’s not forget the cherry on top: the deal allegedly puts investors at “considerable economic risk.” Yikes! 😱 The vote will take place at a virtual shareholder meeting, because who needs the drama of an in-person showdown when you can just log in from your couch? 🛋️

Two Seas even went the extra mile and sent out a GOLD proxy card-yes, gold, because nothing says “we mean business” like a shiny piece of paper. ✨ They’re basically saying, “If you already voted with Core Scientific’s white proxy card, rip it up and join the rebellion!” 🦸‍♂️

Two Seas Capital: The Deal’s a Dud

Two Seas didn’t hold back in their critique, calling the merger process “flawed” and about as well-structured as a house of cards in a wind tunnel. 🏠💨 They’re particularly miffed about the all-stock, uncollared structure, which they say leaves shareholders at the mercy of CoreWeave’s rollercoaster stock price. 🎢 And let’s not forget their claim that the merger’s implied value is lower than Core Scientific’s current stock price. Ouch. 😬

“We’re disappointed,” they wrote in their August 7 letter, which is corporate speak for “We’re fuming.” 😤 Two Seas confirmed they’ll be voting against the merger and are rallying other investors to do the same. It’s like a high-stakes game of “follow the leader,” but with billions on the line. 🎮

The Proposals: A Tale of Two Votes

The upcoming vote will tackle two big questions. First, should the merger go ahead? Spoiler alert: Two Seas says “no.” 🚫 Second, should we approve the executive compensation tied to the deal? Two Seas’ answer: “Absolutely not.” 🙅‍♂️ They argue the compensation package is as excessive as a golden parachute made of actual gold. 🪂✨

Core Scientific has set a record date to determine who gets to vote, because nothing says “democracy” like a corporate election. 🗳️ The outcome will decide whether Core Scientific stays solo or dives headfirst into an AI-driven future with CoreWeave. The drama is thicker than a Shakespearean tragedy, but with more spreadsheets. 📊

This whole saga highlights a growing trend: investors are getting fed up with discounted tech and crypto mergers. 🤑 It’s like they’re finally saying, “Enough with the fire sales-we want a fair deal!” Whether Core Scientific stays independent or merges into the great unknown, one thing’s for sure: this is one corporate soap opera we can’t look away from. 🍿

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2025-09-04 19:28