/C O R R E C T I O N -- Two Seas Capital/

Two Seas Capital, a significant shareholder in Core Scientific, is actively campaigning against the proposed sale to CoreWeave, asserting the transaction substantially undervalues Core Scientific. The firm argues that despite the booming AI infrastructure market driving 3x-4x stock gains for Core Scientific's peers, Core Scientific's shares have only seen a 9% increase, constrained by CoreWeave's declining stock, resulting in an implied deal value of ~$17.50 per share versus a potential $45 based on peer performance. Core Scientific's stock consistently trading above the implied deal value for 44 days underscores market skepticism, prompting Two Seas to urge shareholders to reject the offer for greater upside.

Analysis

Two Seas Capital, a significant shareholder in Core Scientific (CORZ) with approximately $1.9 billion in AUM, is actively campaigning against the proposed acquisition by CoreWeave (CRWV), asserting the transaction announced July 7, 2025, substantially undervalues CORZ. The activist firm urges shareholders to reject the offer, citing a significant disconnect between the proposed deal value and CORZ's intrinsic worth within the burgeoning AI infrastructure market.

The firm highlights that while Core Scientific's peers like Applied Digital, Cipher Mining, and TeraWulf have seen their stock prices approximately triple or quadruple since June 2025 due to the accelerating AI build-out, CORZ shares have only risen 9%. This underperformance is attributed to CoreWeave's stock declining by 15% since the announcement, resulting in an implied deal value of ~$17.50 per CORZ share, significantly below Two Seas' estimated $45 per share if CORZ had performed in-line with its worst-performing peer.

Market skepticism regarding the merger is evident, with Core Scientific's stock consistently trading above the implied deal value for 44 consecutive trading days, closing 12% higher as of October 16, 2025. This persistent negative deal spread, which emerged after CoreWeave's post-IPO lock-up expired on August 14, suggests investors believe CORZ has superior alternatives. Two Seas Capital is therefore advocating for a "NO" vote on the GOLD proxy card to unlock further shareholder upside.

Key Decisions for Investors

• Investors should carefully evaluate the valuation discrepancy highlighted by Two Seas Capital, weighing the proposed CoreWeave acquisition's implied value against Core Scientific's potential standalone value in the booming AI infrastructure market.
• Monitor Core Scientific's stock performance relative to the implied deal value, as its consistent trading above the offer price for 44 days signals significant market skepticism regarding the transaction's fairness and likelihood of completion.
• Consider the implications of a potential deal rejection, which could introduce short-term volatility but also unlock greater long-term upside for Core Scientific shareholders if the company pursues superior alternatives or a higher valuation.