CoreWeave (CRWV) announced its commitment to acquire artificial intelligence (AI) miner Core Scientific (CORZ) under an all-stock deal that was originally agreed to on July 7. In an open letter, CoreWeave called the offer “best and final,” saying it will not be modified. The company said the merger represents the safest and most value-enhancing path forward, combining immediate premium value with significant long-term upside.
CoreWeave argued that if Core Scientific were to proceed independently, it would face substantial capital expenditure requirements and execution risks. The company urged shareholders to vote “FOR” the deal at the October 30 special meeting, emphasizing that the transaction eliminates significant risks and offers the best opportunity for sustainable growth and value creation for shareholders.
The company also addressed and refuted claims by Two Seas Capital, a hedge fund that opposes the deal, calling its arguments misleading and based on misinformation. CoreWeave stated that Two Seas’ claims overlook the significant operational, financial and execution risks that Core Scientific would face on its own, while misrepresenting the strategic value of the proposed merger. He further said that Two Seas’ narrative ignores the strong market validation reflected in Core Scientific’s stock performance and the substantial premium offered by CoreWeave.
CoreWeave shares fell 1.5% in premarket trading to $140, while Core Scientific shares fell 3% to $19.