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The highly anticipated CoreWeave $9B Core Scientific Deal has officially fallen apart after a dramatic shareholder rejection sent shockwaves through the tech and crypto sectors. The proposed all-stock merger, announced in July, was terminated Thursday following Core Scientific Inc. shareholders’ refusal to back the acquisition by CoreWeave Inc., a fast-rising AI and cloud computing powerhouse.

In a joint announcement, Core Scientific confirmed that it “terminated the merger agreement with CoreWeave, effective immediately,” after failing to secure the necessary votes for approval. The decision effectively kills one of the largest tech mergers of 2025 and halts CoreWeave’s plan to fold Core Scientific’s massive digital mining infrastructure into its growing data center empire.

A Billion-Dollar Vision Meets Shareholder Resistance

The merger was pitched as a strategic coup for CoreWeave, which had just gone public in March following a multi-billion-dollar funding round led by Blackstone. By integrating Core Scientific’s digital asset mining infrastructure, CoreWeave aimed to “verticalize its data center footprint,” bolstering its revenue base and solidifying its dominance in AI and enterprise computing.

Under the now-defunct agreement, Core Scientific shareholders were set to receive 0.1235 shares of CoreWeave Class A stock for each Core Scientific share, valuing the deal at roughly $9 billion as of early July.

But opposition built quickly. Two Seas Capital, Core Scientific’s largest active shareholder, led a fiery campaign urging investors to vote against what it called an “inadequate valuation.” The investment firm argued the deal would “unnecessarily expose shareholders to substantial economic risk,” noting that Core Scientific’s stock plunged 30% in the days after the merger was announced.

“Now is the time to focus on the road ahead,” said Sina Toussi, Two Seas founder and chief investment officer, after Thursday’s vote. “Core Scientific’s management should return to growing its power pipeline and building next-generation data centers.”

Proxy Firms Tip the Scales

The momentum against the merger grew even stronger after Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., two major proxy advisory firms, both recommended shareholders vote “no.” Their influence proved pivotal, providing legitimacy to investor concerns that Core Scientific was underselling itself.

Two Seas Capital hailed the final outcome, declaring it a victory for shareholders and the future of Core Scientific as an independent AI infrastructure leader.

CoreWeave Keeps Its Eyes on the Horizon

CoreWeave CEO Michael Intrator took a measured tone in response to the rejection, saying,

“We respect the views of Core Scientific stockholders and look forward to continuing our commercial partnership. Our strategy remains unchanged.”

He added that CoreWeave will continue to pursue growth through “opportunistic and strategic M&A,” underscoring the company’s long-term plan to dominate high-performance computing and AI-driven cloud services.

The final voting results are expected to be filed with the U.S. Securities and Exchange Commission (SEC) in the coming days.

Behind the Scenes: Legal Titans at the Table

The high-profile merger drew a lineup of powerhouse law firms:

• CoreWeave was advised by Davis Polk & Wardwell LLP and Kirkland & Ellis LLP, with teams led by Michael Gilson, Tierney O’Rourke, Melissa Kalka, and David Feirstein.

• Core Scientific turned to Wachtell, Lipton, Rosen & Katz, represented by David A. Katz and Karessa L. Cain.

Despite the legal and financial muscle behind it, the deal’s collapse underscores a growing trend in tech-sector mergers — shareholders no longer rubber-stamp mega-deals without clear, long-term value.

As the dust settles, both companies are poised to move forward independently. Yet the fallout from the CoreWeave $9B Core Scientific Deal serves as a cautionary tale — even billion-dollar dreams can vanish with a single shareholder vote.