CoreWeave Inc., an AI cloud provider, has reiterated its commitment to acquire Core Scientific, a blockchain data center operator, for the previously agreed-upon all-stock terms. The company released an open letter to Core Scientific stockholders on July 7, 2025, addressing what it described as “inaccurate and misleading statements” from Two Seas Capital, an event-driven hedge fund. CoreWeave’s letter aims to correct assertions made by Two Seas regarding the proposed acquisition.
CoreWeave maintains that its offer, announced on July 7, 2025, is definitive and will not be modified. Michael Intrator, CEO and Co-founder of CoreWeave, publicly stated on October 7, 2025, that the company would not alter its bid, asserting it fairly represents Core Scientific’s value.
The proposed transaction, an all-stock deal, is presented by CoreWeave as the most advantageous path for Core Scientific stockholders. CoreWeave highlights immediate premium value and continued participation in the growth of its AI platform. The combination of the two companies is expected to offer benefits through increased verticalization, operational and financing efficiencies, and expanded industry expertise.
CoreWeave countered claims that Core Scientific’s standalone value-creation plan would be superior to the acquisition. It argues that the merger eliminates significant risks associated with Core Scientific’s independent strategy, which includes substantial near-term capital expenditures and execution challenges in securing power, customers, and financing, potentially requiring considerable debt or dilutive equity. CoreWeave noted that Two Seas overlooked operational delays Core Scientific had referenced in its August 8, 2025, 10-Q filing.
The integration is projected to be highly synergistic, providing Core Scientific with access to capital that might otherwise be unavailable. CoreWeave pointed out that Core Scientific’s stock price increased by approximately 150% in the 13 months leading up to the transaction announcement (June 3, 2024, to June 25, 2025), compared to an approximately 25% increase for peers during the same period. CoreWeave is offering a 60% premium on top of this appreciation.
Addressing the possibility of a better buyer, CoreWeave stated that no alternative bidder could match its scale, alignment, or ability to extract value from Core Scientific’s assets. CoreWeave is Core Scientific’s sole High-Performance Computing (HPC) customer, accounting for nearly 100% of Core Scientific’s HPC colocation revenue and over 76% of its total revenue for 2026E. Core Scientific has not signed any other HPC customers since emerging from bankruptcy. CoreWeave believes that any other acquirer would essentially become CoreWeave’s landlord, and no alternative bidder has emerged since CoreWeave’s initial approach in June 2024.
CoreWeave expressed confidence that the transaction remains the most compelling option for Core Scientific stockholders, urging them to consider the risks of a standalone plan. A Special Meeting is scheduled for October 30, 2025, at 10:00 AM Eastern time for stockholders to vote on the merger proposal. Stockholders of record as of September 19, 2025, are eligible to vote. CoreWeave recommends that all Core Scientific stockholders vote “FOR” the merger proposal and return the WHITE proxy card.
CoreWeave, established in 2017 and publicly listed on Nasdaq (CRWV) in March 2025, positions itself as “The Essential Cloud for AI,” providing a platform designed for building and scaling AI solutions.
