Core Scientific shareholders reject $9B all-stock merger with CoreWeave, citing valuation concerns and governance issues.
Core Scientific shareholders have voted to reject a $9 billion merger offer from AI cloud company CoreWeave.
The proposed all-stock deal had been under review for several months but failed to win enough support. This decision marks a turning point for the bitcoin mining company after ongoing pressure from investors.
It also reflects growing awareness of the value of its infrastructure in today’s AI-driven market.
Shareholders Vote Against Merger Terms
Core Scientific stated that the merger proposal failed to receive the necessary support during a special shareholder meeting. The company reported the preliminary results in a Form 8-K filed with the U.S. Securities and Exchange Commission.
The offer included an all-stock transaction where each Core Scientific share would convert to 0.1235 CoreWeave shares. However, the absence of a downside collar raised concerns about volatility, as the final value depended on CoreWeave’s fluctuating stock price.
Several key investors, including Two Seas Capital and Gullane Capital, voiced concerns that the offer undervalued Core Scientific. Proxy advisers ISS and Glass Lewis also advised against the deal, citing governance and valuation issues.
Tensions Around Valuation and Corporate Control
The merger process faced resistance over how the deal was structured and how it valued Core Scientific. Investor groups argued that Core Scientific’s assets were worth more due to rising demand from AI firms for energy-heavy data centers.
Matthew Sigel, head of digital asset research at VanEck, wrote on X that shareholders have taken strong positions since Core Scientific’s 2023 bankruptcy. He noted their role in pushing back against various proposals and defending long-term shareholder value.
Must be an uncomfortable morning for the $CORZ board.
All new since the bankruptcy, while shareholders have fought every battle that mattered:
>Secured an above-average recovery in Chapter 11.
>Rejected the annual say-on-pay proposal
>Exposed the $CRWV bid as too low.…— matthew sigel, recovering CFA (@matthew_sigel) October 30, 2025
Core Scientific’s infrastructure, which is optimized for energy-intensive computing, has become attractive to AI firms. Earlier in the month, a group including Nvidia and Microsoft agreed to buy Aligned Data Centers for $40 billion, valuing its capacity well above that of public bitcoin miners.
CoreWeave Responds as Market Reacts to Outcome
After the vote, CoreWeave issued a public statement acknowledging the result. CEO Michael Intrator said the company respects the views of Core Scientific’s shareholders. He added that CoreWeave still plans to continue its business relationship with the bitcoin miner.
Following the news, Core Scientific shares rose more than 5 percent, closing at $21.84. At the same time, CoreWeave’s stock dropped over 6 percent to $131. These moves reflected how investors viewed the failed deal.
Looking ahead, Core Scientific may now focus on building value as a standalone company. Investors may also consider other partnerships that offer better terms. For now, the rejected deal brings months of talks and uncertainty to a close.
