Two Seas Capital: $200 million in interests drives Core Scientific to support the merger with CoreWeave.

Golden Finance reports that Two Seas Capital is one of the largest shareholders of Core Scientific. The investment firm stated that if the proposed merger between Core Scientific and CoreWeave is approved, the executives of Core Scientific will profit nearly $200 million from it. Two Seas Capital believes that this enormous profit incentive explains why management supports this deal, which they view as “flawed and undervalued.” In a proxy document dated September 4, Two Seas Capital pointed out that the performance stock units of Core Scientific executives will be fully vested immediately upon the completion of the transaction, even if they continue to work at CoreWeave thereafter. Two Seas Capital emphasized that Core Scientific previously promoted its performance equity plan as a “double-trigger” scheme, meaning that equity would only vest when both a change in control of the company and a qualifying termination occur simultaneously, thereby aligning executive interests with those of shareholders. However, the document states: “On the contrary, these rewards will be realized immediately after the transaction is completed, providing executives with an instant and certain windfall.” The document also adds: “In summary, the senior executives mentioned in the company proxy statement will receive nearly $200 million in compensation from this merger.”