CoreWeave’s $9B Core Scientific deal faces backlash and legal investigation

CoreWeave, a rising player in the artificial intelligence industry, has entered a definitive agreement to acquire Bitcoin mining company Core Scientific in an all-stock transaction, according to a July 7 announcement.

This strategic move would help CoreWeave to strengthen its data center capabilities and expand its AI and high-performance computing (HPC) infrastructure.

Agreement terms

Under the terms of the deal, Core Scientific shareholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share they hold.

The agreement reflects a total equity value of approximately $9 billion on a fully diluted basis and is based on CoreWeave’s five-day volume-weighted average price (VWAP) as of July 3.

The transaction is expected to close in the fourth quarter of 2025 pending regulatory approval.

If completed, the deal will reduce CoreWeave’s long-term lease obligations by more than $10 billion and open the door to more flexible financing options. However, Core Scientific shareholders are expected to hold less than 10% of the combined entity.

Following the acquisition, CoreWeave will control roughly 1.3 gigawatts (GW) of gross power capacity across Core Scientific’s nationwide data center footprint, with an additional 1 GW available for future expansion.

This move allows CoreWeave to vertically integrate key infrastructure assets and better support its growing demand for AI workloads.

CoreWeave CEO Michael Intrator stated that the acquisition aligns with the firm’s strategy to scale its AI deployments efficiently. He emphasized that owning Core Scientific’s high-performance infrastructure will reduce expansion risks, enhance platform efficiency, and secure long-term growth.

Meanwhile, Adam Sullivan, the President and Chief Executive Officer of Core Scientific, said

“Together with CoreWeave, we will be well-positioned to accelerate the availability of world-class infrastructure for companies innovating with AI while delivering the greatest value for our shareholders, who will be able to participate in the tremendous upside potential of the combined company.”

Legal scrutiny

Despite the strategic rationale behind the transaction, the market response to the deal has been negative.

According to Google Finance data, Core Scientific shares dropped nearly 17%, while CoreWeave stock fell around 3% during the early trading hours of July 7.

Industry experts have raised concerns about the deal’s fairness and long-term impact on shareholder value.

Adding to the uncertainty, the law office of Brodsky & Smith has launched an investigation into potential breaches of fiduciary duty by Core Scientific’s Board of Directors. The probe aims to determine whether the board failed to secure fair value for shareholders and adequately evaluate the terms of the sale.

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