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US crypto firm’s board urges shareholders to approve CoreWeave deal

Core Scientific’s board has asked shareholders to approve its proposed sale to CoreWeave in an all-stock deal valued at about US$9 billion.

Core Scientific is a US-based cryptocurrency mining firm, while CoreWeave specializes in providing data center and AI infrastructure.

The board said the deal, which values Core Scientific at US$20.40 per share, is the best option for stockholders.

Two Seas Capital, which owns 6.3% of Core Scientific, opposes the sale and says it undervalues the company and brings financial risk to shareholders.

Core Scientific said the merger could bring cost savings and operational benefits, though these are not detailed.

CoreWeave is known for supplying access to data centers and Nvidia-powered AI chips.

🔗 Source: Reuters

🧠 Food for thought

Implications, context, and why it matters.

Two Seas challenges the board’s case for the $20.40 price

  • Core Scientific’s board calls the CoreWeave deal the best option for stockholders, yet Two Seas says the board has not justified accepting $20.40 per share. It says CoreWeave’s stock fell more than 40% since announcement as of Sept. 2, 2025, which put the implied consideration below Core Scientific’s trading price 1.
  • The board set a fixed exchange ratio of 0.1235 CoreWeave shares for each Core Scientific share 2. The fund faults the lack of a collar or cash, which leaves Core Scientific holders exposed to CoreWeave’s stock swings 1.
  • It says the implied value sits below the low end of the advisors’ discounted cash flow ranges, about 5% under Moelis and about 12% under PJT 1. Moelis & Company and PJT Partners advise Core Scientific 1. Management could receive nearly $200 million in accelerated compensation at closing 1.

Power infrastructure investors can target miners with capacity exceeding 500 MW and favorable Power Purchase Agreements (PPAs)

  • The CoreWeave deal would deliver about 1.3 gigawatts of gross power across Core Scientific’s sites plus more than 1 GW of expansion potential 2. Large power portfolios can fetch premium prices from AI infrastructure buyers seeking faster capacity.
  • TeraWulf, a Bitcoin miner focused on zero-carbon energy, runs roughly 110 megawatts today with plans toward about 238 MW of mostly zero-carbon power; its Pennsylvania Nautilus site priced power near 2 cents per kilowatt-hour 3. Gryphon is a Bitcoin miner pursuing clean energy development and forecasts a 500 MW pipeline 3. That pipeline makes sub-3-cent miners strong fits for AI operators that need capacity now 3.
  • Investors can scan for miners running hydroelectric, nuclear, or renewable sites above 200 MW in stable grids 3. These assets can offer near-term power plus permitting advantages over new data center builds 3.

Recent Core Scientific developments

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