Bitcoin miner Core Scientific failed to secure approval for its proposed merger with AI infrastructure company CoreWeave during a special shareholders meeting held on Thursday. The preliminary voting results, which will be officially disclosed in a Securities and Exchange Commission (SEC) filing on Friday, indicated a lack of shareholder consensus for the deal.
CoreWeave had initially finalized the $9 billion acquisition in July, a deal contingent upon shareholder approval. Under the terms of the agreement, Core Scientific shareholders were set to receive 0.1235 shares of CoreWeave Class A common stock for each Core Scientific share they owned.
Following the news of the shareholder vote's outcome, shares of Core Scientific experienced a decline of over 5% on Thursday. A request for comment from Core Scientific was not immediately returned by the time of publication.
This proposed merger has been a significant point of interest for investors for over a year, influencing the stock prices of both companies. It also highlights the increasing convergence between the Bitcoin mining industry and the rapidly expanding artificial intelligence sector.
Shareholder Opposition to the Deal
CoreWeave reignited discussions for the acquisition of Core Scientific in June, a move that saw Core Scientific's share price surge by more than 23% in a single trading session.
Previously, in June 2024, Core Scientific had rejected an unsolicited buyout offer from CoreWeave, which valued the company at approximately $1 billion, or $5.75 per share at that time. The company stated that this offer "significantly" undervalued its worth.
Since resuming negotiations with CoreWeave, Core Scientific's stock performance has been notable, more than tripling from its low in April 2025, rising from $6.20 to approximately $20.90 at the time of writing.
In contrast, CoreWeave's shares experienced a downward trend following the announcement of the proposed deal, falling from around $163 to a low of approximately $100 by the end of July.
Several Core Scientific shareholders had publicly signaled their opposition to the buyout offer after the deal was finalized in July. This included Two Seas Capital, identified as the company's largest active shareholder, which cited disagreements regarding the deal's valuation.
Two Seas Capital expressed its concerns in August, writing, "The proposed sale materially undervalues the company and unnecessarily exposes its shareholders to substantial economic risk."