Core Scientific Sets October 30 Shareholder Vote on CoreWeave Merger

Core Scientific has scheduled a special shareholder meeting for October 30 to vote on its proposed merger with AI cloud computing firm CoreWeave.

According to a definitive proxy statement filed with the SEC on Friday, the meeting will be held virtually and will ask investors to decide on the July 7 merger agreement under which Core Scientific would become a wholly owned subsidiary of CoreWeave. Shareholders will also vote on an advisory proposal regarding executive compensation tied to the deal.

If approved, Core Scientific investors will receive 0.1235 shares of CoreWeave Class A common stock for each share of Core Scientific common stock, equivalent to roughly $15.64 per share based on CoreWeave’s closing price on September 25. That valuation represents a 27% premium over Core Scientific’s stock price prior to media reports of the merger in June.

Core Scientific’s board of directors unanimously supports the transaction and is recommending that shareholders vote in favor, while the proposal has faced pushback from some major investors.

Two Seas Capital, one of Core Scientific’s largest shareholders, publicly urged fellow stockholders earlier this month to oppose the deal, arguing that the exchange undervalues Core Scientific and transfers too much upside for Core Scientific’s management.

The outcome of the October 30 meeting will determine whether Core Scientific continues as a standalone publicly traded bitcoin miner and data center operator, or joins CoreWeave, which has rapidly expanded its footprint in high-performance computing and artificial intelligence hosting.