Core Scientific, Inc. · NASDAQ:CORZ
Core Scientific — Core Scientific, Inc./tx — Proxy Contest (October 2025)
79 slides from Core Scientific's proxy contest presentation, Oct 10, 2025
Slide 1: A Flawed Process, a Deficient Structure and an Inadequate Price
TWO SEAS CAPITAL LP INVESTOR PRESENTATION A FLAWED PROCESS, A DEFICIENT STRUCTURE AND AN INADEQUATE PRICE STOCKHOLDERS SHOULD VOTE AGAINST THE PROPOSED ACQUISITION OF CORE SCIENTIFIC OCTOBER 2025 © All rights reserved. Two Seas Capital LP
Slide 2: Table of Contents
INVESTOR PRESENTATION TABLE OF CONTENTS 01 Executive Summary PAGE 3 02 The Board’s Deal Process and Negotiations Were Egregious PAGE 14 03 The Transaction Structure Is Deficient PAGE 25 04 The Merger Significantly Undervalues Core Scientific PAGE 35 05 Core Scientific Has Tremendous Value as an Inde
Slide 3: Executive Summary
SECTION 01 EXECUTIVE SUMMARY © All rights reserved. Two Seas Capital LP
Slide 4: About Two Seas Capital
SECTION 01: EXECUTIVE SUM M ARY About Two Seas Capital ▪ Two Seas Capital (“Two Seas Capital”, “we” or “us”) is an alternative investment management firm based in Rye, New York ▪ We seek to generate outsized, uncorrelated returns by investing in securities that we believe are mispriced ▪ We have bee
Slide 5: Overview of Core Scientific (Nasdaq: CORZ)
SECTION 01: EXECUTIVE SUM M ARY Overview of Core Scientific (Nasdaq: CORZ) Core Scientific is a leading digital infrastructure provider for high-density colocation and digital asset mining ▪ Founded in 2017, Core Scientific manages over 724 MW of owned infrastructure and 1,300+ MW of Enterprise Valu
Slide 6: Overview of CoreWeave (Nasdaq: CRWV)
SECTION 01: EXECUTIVE SUM M ARY Overview of CoreWeave (Nasdaq: CRWV) CoreWeave is a leading AI hyperscaler providing GPU cloud services and infrastructure for HPC applications ▪ Founded in 2017 as a digital asset mining company, CoreWeave has become one of the largest data Enterprise Value ($M)¹ $81
Slide 7: Overview of the Merger
SECTION 01: EXECUTIVE SUM M ARY Overview of the Merger Announcement Date July 7, 2025 Special Meeting Date October 30, 2025 All-Stock Consideration 0.1235 shares of CoreWeave common stock for each share of Core Scientific common stock Value of Consideration At Announcement1: $20.40 per share Today2:
Slide 8: The Merger as Proposed Should Not Be Supported
SECTION 01: EXECUTIVE SUM M ARY The Merger as Proposed Should Not Be Supported The Process Was Flawed The Structure Is Deficient The Price Is Inadequate ▪ Core Scientific’s Board of Directors (the “Board”) ▪ Despite CoreWeave's stock being extremely volatile ▪ The initial headline deal price of $20.
Slide 9: Core Scientific's Claims in Support of the Merger Are Unavailing
SECTION 01: EXECUTIVE SUM M ARY Core Scientific’s Claims in Support of the Merger Are Unavailing Core Scientific’s Unavailing Claim1 Two Seas’ Response “The Core Scientific board reviewed possible ▪ Core Scientific’s Board had full latitude to consider alternatives but chose not to run a real proces
Slide 10: Core Scientific Has Tremendous Strategic Value to CoreWeave
SECTION 01: EXECUTIVE SUM M ARY Core Scientific Has Tremendous Strategic Value to CoreWeave Operational Efficiency Financing Advantage Power Ownership Expanded Expertise ▪ A combination of Core Scientific ▪ With direct ownership of its power ▪ CoreWeave has a critical need for ▪ Core Scientific has
Slide 11: Core Scientific's Alternatives Are Better than This Flawed Transaction
SECTION 01: EXECUTIVE SUM M ARY Core Scientific’s Alternatives Are Better than This Flawed Transaction In our view, if stockholders vote down the Proposed Merger – as we believe they should – Core Scientific has other alternatives that we believe will provide superior risk-adjusted value to stockhol
Slide 12: Core Scientific Has Been Left Behind as the AI/HPC Boom Continues
SECTION 01: EXECUTIVE SUM M ARY Core Scientific Has Been Left Behind as the AI/HPC Boom Continues Historically, Core Scientific’s stock traded closely in-line with other Bitcoin miners; since the Merger announcement, however, Core Scientific’s stock has trailed peers and the broader market Stock Pri
Slide 13: We Believe Core Scientific Will Trade Higher If the Merger Is Rejected
SECTION 01: EXECUTIVE SUM M ARY We Believe Core Scientific Will Trade Higher If the Merger Is Rejected In the absence of a transaction, we believe Core Scientific’s stock would trade meaningfully higher, in-line with peers, with which its returns have historically been strongly correlated Core Scien
Slide 14: The Board's Deal Process and Negotiations Were Egregious
SECTION 02 THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS © All rights reserved. Two Seas Capital LP
Slide 15: The Board's Deal Process and Negotiations Were Egregious
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS The Board’s Deal Process and Negotiations Were Egregious No Active Solicitation ▪ Core Scientific did not even attempt to solicit interest from the broad group of potential buyers, engaging solely with CoreWeave, 1 or Price Explora
Slide 16: The Board Did Not Consider Any Alternative Buyers
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 1 The Board Did Not Consider Any Alternative Buyers The Board’s process was extremely limited and reactive to CoreWeave’s second unsolicited, inbound interest, rather than a concerted effort to explore potential interest, create co
Slide 17: The Board Did Not Negotiate Forcefully to Maximize Value or Certainty
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 2 The Board Did Not Negotiate Forcefully to Maximize Value or Certainty The Board seemingly made little effort to push back on CoreWeave’s proposals and, after making just one attempt to convince CoreWeave to increase the exchange
Slide 18: Board's Treatment of Executive Equity Awards
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 3 We Believe the Merger Process Was Tainted by the Board’s Treatment of Executive Equity Awards The Board reversed its stated policy on accelerated vesting to maximize the value and certainty of executives’ equity awards, incentivi
Slide 19: Board's Treatment of Executive Equity Awards (Continued)
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 3 We Believe the Merger Process Was Tainted by the Board’s Treatment of Executive Equity Awards (Continued) The Board also reversed its previous policy against tax gross-ups, further increasing the payout that executives will reap
Slide 20: Flaws in the Fairness Opinions
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 4 The Board Seemingly Ignored Obvious Flaws in the Fairness Opinions The fairness opinions were based on a fixed CoreWeave stock price – despite its extreme volatility – that was near the top of the wide range in which CoreWeave ha
Slide 21: Flaws in the Fairness Opinions (Continued)
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 4 The Board Seemingly Ignored Obvious Flaws in the Fairness Opinions (Continued) The projections used by the financial advisors were much lower than consensus and, in our view, overly conservative given how quickly AI and the deman
Slide 22: Flaws in the Fairness Opinions (Continued)
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 4 The Board Seemingly Ignored Obvious Flaws in the Fairness Opinions (Continued) Core Scientific’s financial projections appear to indicate a much slower power delivery and revenue ramp from the CoreWeave contracted business than t
Slide 23: Flaws in the Fairness Opinions (Continued)
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 4 The Board Seemingly Ignored Obvious Flaws in the Fairness Opinions (Continued) The financial advisors assumed an excessive discount rate for Core Scientific’s Colocation Contracted Business that was much higher than CoreWeave’s c
Slide 24: Flaws in the Fairness Opinions (Continued)
SECTION 02: THE BOARD’S DEAL PROCESS AND NEGOTIATIONS WERE EGREGIOUS 4 The Board Seemingly Ignored Obvious Flaws in the Fairness Opinions (Continued) Moelis arbitrarily lowered the valuation reference range for its comparable companies analysis, making the value of the Merger consideration look bett
Slide 25: The Transaction Structure Is Deficient
SECTION 03 THE TRANSACTION STRUCTURE IS DEFICIENT © All rights reserved. Two Seas Capital LP
Slide 26: The Transaction Structure Is Deficient
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT The Transaction Structure Is Deficient ▪ The all-stock transaction and fixed exchange ratio have left Core Scientific stockholders fully exposed to fluctuations in CoreWeave’s stock, which has been one of the most volatile of any Nasdaq-listed compa
Slide 27: CoreWeave's Stock Has Been Extremely Volatile…
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 1 CoreWeave’s Stock Has Been Extremely Volatile… Since its IPO in March 2025, CoreWeave’s stock has been one of the most volatile of any Nasdaq-listed company Price Volatility from CoreWeave IPO to Transaction Announcement1 55% 29% 11% 9% Nasdaq Com
Slide 28: CoreWeave's Stock Has Been Extremely Volatile… (Continued)
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 1 CoreWeave’s Stock Has Been Extremely Volatile… (Continued) CoreWeave’s stock is the most volatile to be used as a merger currency in the last 25 years ▪ Since its March 2025 IPO, CoreWeave’s stock has traded Acquirer Stock Price Coefficient of Var
Slide 29: CoreWeave's Short Interest Was High When the Merger Was Negotiated
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 2 …CoreWeave’s Short Interest Was High When the Merger Was Negotiated… CoreWeave was one of the most heavily shorted stocks in the Nasdaq at the time of the Merger announcement, underscoring the risk to Core Scientific stockholders of a subsequent d
Slide 30: CoreWeave's Expiring Lock-Up Was Set to Add to Selling Pressure
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 2 …And CoreWeave’s Expiring Lock-Up Was Set to Add to the Selling Pressure The expiration of the lock-up period – a well-known, looming catalyst at the time of the Merger Agreement – put further pressure on CoreWeave’s stock price ▪ When the Merger
Slide 31: The Deal Was Negotiated When CoreWeave's Stock Price Was at Its Highest
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 2 The Deal Was Negotiated When CoreWeave’s Stock Price Was at Its Highest Had Core Scientific negotiated the Merger one month earlier, or one month later – or at essentially any other point in time – we believe the exchange ratio would have been sub
Slide 32: Analysts Expected the Lock-Up Expiration to Weigh on CoreWeave's Stock
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 2 Analysts Expected the Lock-Up Expiration to Weigh on CoreWeave’s Stock “[We] expect shares to start their “[W]e note the dilutive impact that will “We continue to think shares could see descent as we approach the expiration of come as a greater su
Slide 33: The Board Should Have Insisted on a Collar or Cash Consideration
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 3 The Core Scientific Board Should Have Insisted on a Collar or Cash Consideration Structural safeguards such as a floating exchange ratio, collar or cash component would have insulated Core Scientific stockholders from the fluctuations and material
Slide 34: Analysts Were Surprised the Board Did Not Protect Stockholders
SECTION 03: THE TRANSACTION STRUCTURE IS DEFICIENT 3 Analysts Were Surprised the Board Did Not Structure the Merger to Protect Stockholders Sell-side analysts have noted the significant risk to which Core Scientific stockholders are exposed due to the lack of a collar “We believe the lack of a colla
Slide 35: The Merger Significantly Undervalues Core Scientific
SECTION 04 THE MERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC © All rights reserved. Two Seas Capital LP
Slide 36: The Merger Significantly Undervalues Core Scientific
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC The Merger Significantly Undervalues Core Scientific Core Scientific’s 1 Importance to ▪ The acquisition of Core Scientific would address several near-term challenges for CoreWeave, providing ready access to substantial CoreWeave Warr
Slide 37: Core Scientific's Importance to CoreWeave Warrants a Premium Valuation
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 1 Core Scientific’s Importance to CoreWeave Warrants a Premium Valuation Acquiring Core Scientific would solve several pressing near-term challenges for CoreWeave, for which it does not have many viable alternatives CoreWeave Core Sci
Slide 38: Importance to CoreWeave Warrants a Premium Valuation (Continued)
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 1 Core Scientific’s Importance to CoreWeave Warrants a Premium Valuation (Continued) CoreWeave’s continued growth is dependent on readily available, owned and online power ▪ CoreWeave’s revenue backlog has increased significantly, and
Slide 39: The Value of the Consideration Has Declined Significantly
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 The Value of the Consideration Has Declined Significantly After the Merger announcement, CoreWeave’s stock price tumbled by as much as ~45% and remains down ~15% today, following one of the worst post-deal drawdowns in an acquirer’s
Slide 40: The Current Value of the Merger Consideration Is Inadequate
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 The Current Value of the Merger Consideration Is Inadequate Various methodologies support a substantially higher valuation for Core Scientific Summary of Implied Valuation Ranges $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 A Comparable
Slide 41: Merger Values Core Scientific Below Data Center REIT Peers
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 A The Merger Currently Values Core Scientific Below Data Center REIT Peers Based on Multiples of EBITDA… The peers selected by Core Scientific’s financial advisor imply a significantly higher and narrower valuation range (~17x to ~2
Slide 42: Former Bitcoin Miners with HPC Contracts Based on Power
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 B …And Former Bitcoin Miners with HPC Contracts Based on Estimated Contracted and Available Power… EV ($M) / Total Contracted and Available 2027 Power (MW) Multiple 1 $9.3 $8.3 $8.2 Current Implied Multiple of Merger: $4.51 CIFR WUL
Slide 43: Undervalues Core Scientific Based on Precedent Data Center REIT Transactions
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 C The Merger Also Undervalues Core Scientific Based on Precedent Data Center REIT Transactions Data center REITs are typically acquired at multiples of ~20x forward EBITDA, approximately 60% higher than the current implied multiple
Slide 44: Current Value Is Below Analyst Price Targets
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC C 2 D The Current Value of the Consideration Is Below Analyst Price Targets for Core Scientific on a Standalone Basis Analyst Price Targets for Core Scientific as a Public Stock at Merger Announcement1 $29.90 $29.25 $26.00 $26.00 $26.
Slide 45: Analysts Anticipated a Materially Higher Deal Value
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 E Analysts Anticipated a Materially Higher Deal Value Four of the five sell-side analysts who published deal value estimates before the terms of the Merger were announced expected Core Scientific to be valued higher in a deal with C
Slide 46: Financial Advisors Relied on Flawed Assumptions in Their DCF Analyses
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 F We Believe Core Scientific’s Financial Advisors Relied on Flawed Assumptions in Their Discounted Cash Flow Analyses Business Moelis PJT Partners Two Seas Assumption Segment Assumption1 Assumption1 Assumption Commentary and Rationa
Slide 47: DCF With More Reasonable Assumptions Supports $23 to $32 per Share
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 2 F A Discounted Cash Flow Analysis with More Reasonable Assumptions Supports a Value of Approximately $23 to $32 per Share ▪ Core Scientific’s financial advisors made two mistakes, in our view: 1) applying the wrong discount rate and
Slide 48: Other HPC-Focused Bitcoin Miners Have Been Trading Higher
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 3 Other HPC-Focused Bitcoin Miners Have Been Trading Higher New hosting contracts announced over the last two months have lifted equity valuations of Bitcoin miners that are pursuing HPC; we believe Core Scientific would have joined t
Slide 49: Other HPC-Focused Bitcoin Miners Trading Higher (Continued)
SECTION 04: THE M ERGER SIGNIFICANTLY UNDERVALUES CORE SCIENTIFIC 3 Other HPC-Focused Bitcoin Miners Have Been Trading Higher (Continued) Analysts have become even more bullish on the sector and have been revising their price targets, ratings and estimates higher; Core Scientific – tethered to CoreW
Slide 50: Core Scientific Has Tremendous Value as an Independent Company
SECTION 05 CORE SCIENTIFIC HAS TREMENDOUS VALUE AS AN INDEPENDENT COMPANY © All rights reserved. Two Seas Capital LP
Slide 51: Core Scientific Has Tremendous Value as an Independent Company
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY Core Scientific Has Tremendous Value as an Independent Company ▪ Core Scientific is positioned for significant revenue and EBITDA growth, highlighting the Company’s ability to convert scale into Core Scientific Has sustaine
Slide 52: Core Scientific's Standalone Prospects Are Compelling
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Core Scientific’s Standalone Prospects Are Compelling Core Scientific’s growth trajectory highlights its ability to convert scale into sustained profitability and stockholder value Revenue ($M) ▪ Core Scientific is positi
Slide 53: Core Scientific Management Is Enthusiastic About the Company's Future
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Core Scientific Management Is Enthusiastic About the Company’s Future… Core Scientific is in the early innings of an industry-shaping transformation it is well positioned to capitalize upon “AI is driving one of the bigge
Slide 54: …As Are Wall Street Analysts
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 …As Are Wall Street Analysts Prior to the deal announcement, 17 of 18 analysts who follow the Company had a “Buy” rating on Core Scientific’s stock “CORZ's strategic shift (and diversification) to HPC infrastructure, alon
Slide 55: Management's Remarks Suggest Risks of Remaining Independent Are Overstated
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Management’s Own Remarks Suggest the Purported Risks of Remaining Independent Are Overstated In our view, none of these risks suggest that Core Scientific needs to be sold, and certainly not at this valuation Topic Purpor
Slide 56: Risks of Remaining Independent Are Overstated (Continued)
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Management’s Own Remarks Suggest the Purported Risks of Remaining Independent Are Overstated (Continued) Topic Purported Risk1 What Management Previously Said “[There is a] need for guaranteed “Our third strategic priorit
Slide 57: Risks of Remaining Independent Are Overstated (Continued)
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Management’s Own Remarks Suggest the Purported Risks of Remaining Independent Are Overstated (Continued) Topic Purported Risk1 What Management Previously Said “Core Scientific may have difficulty “[L]ooking ahead to the r
Slide 58: Risks of Remaining Independent Are Overstated (Continued)
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 1 Management’s Own Remarks Suggest the Purported Risks of Remaining Independent Are Overstated (Continued) Topic Purported Risk1 What Management Previously Said “Core Scientific may be unable to successfully complete its pr
Slide 59: Core Scientific's Core Power and HPC Infrastructure Market Has Grown…
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 2 Core Scientific’s Core Power and HPC Infrastructure Market Has Grown… Rapid growth in AI and cloud workloads is driving unprecedented demand for HPC data center capacity ▪ Global demand for data center power is expected t
Slide 60: …And Is Expected to Continue to Grow…
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 2 …And Is Expected to Continue to Grow… Global demand for data center capacity is projected to grow at an accelerated rate as AI is more widely adopted ▪ Global data center capacity demand is projected to Estimated Global D
Slide 61: …While Supply Remains Constrained
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 2 …While Supply Remains Constrained Land scarcity, zoning hurdles and limited speculative construction are keeping real estate supply tight even as data center demand soars ▪ Data center vacancy rates across the U.S. have f
Slide 62: Interconnection Queues Are Lengthening
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 2 Interconnection Queues Are Lengthening Grid bottlenecks and multi-year interconnection delays are slowing power availability and holding up new capacity builds ▪ As of the end of 2024, nearly 2,300 GW of generation and Cu
Slide 63: Recent Transactions Show Potential for Incremental Value as a Standalone Company
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 3 Recent Transactions Demonstrate the Potential for Core Scientific to Create Significant Incremental Value as a Standalone Company Other companies have seen their values increase significantly following the announcement of
Slide 64: Core Scientific Has Been Left Behind as the AI/HPC Boom Continues
SECTION 05: CORE SCIENTIFIC HAS TREM ENDOUS VALUE AS AN INDEPENDENT COM PANY 3 Core Scientific Has Been Left Behind as the AI/HPC Boom Continues Historically, Core Scientific’s stock traded closely in-line with other Bitcoin miners; since the Merger announcement, however, Core Scientific’s stock has
Slide 65: Conclusion
SECTION 06 CONCLUSION © All rights reserved. Two Seas Capital LP
Slide 66: The Market Has Reacted Negatively to the Merger
SECTION 06: CONCLUSION The Market Has Reacted Negatively to the Merger Investors signaled immediate skepticism about the price, structure and process of the Merger with an extreme one-day negative reaction ▪ Core Scientific’s stock fell 18% on the day of the One-Day Change in Target Stock Price from
Slide 67: Post-Announcement Trading Prices Reflect Market Skepticism
SECTION 06: CONCLUSION Post-Announcement Trading Prices Have Consistently Reflected Significant Market Skepticism Regarding the Merger Core Scientific’s stock price has consistently traded above the deal value, resulting in a negative deal spread Core Scientific Stock Price & Value of Merger Conside
Slide 68: Core Scientific's Alternatives Are Better than This Flawed Transaction
SECTION 06: CONCLUSION Core Scientific’s Alternatives Are Better than This Flawed Transaction In our view, if stockholders vote down the Proposed Merger – as we believe they should – Core Scientific has other alternatives that we believe will provide superior risk-adjusted value to stockholders Alte
Slide 69: We Believe Core Scientific Will Trade Higher If the Merger Is Rejected
SECTION 06: CONCLUSION We Believe Core Scientific Will Trade Higher If the Merger Is Rejected In the absence of a transaction, we believe Core Scientific’s stock would trade meaningfully higher, in-line with peers, with which its returns have historically been strongly correlated Core Scientific Ill
Slide 70: The Merger as Proposed Should Not Be Supported
SECTION 06: CONCLUSION The Merger as Proposed Should Not Be Supported The Process Was Flawed The Structure Is Deficient The Price Is Inadequate ▪ Core Scientific’s Board of Directors (the “Board”) ▪ Despite CoreWeave's stock being extremely volatile ▪ The initial headline deal price of $20.40 per sh
Slide 71: Appendix A: Precedent Transactions and Comparable Public Companies
SECTION 07 APPENDIX A: PRECEDENT TRANSACTIONS AND COMPARABLE PUBLIC COMPANIES © All rights reserved. Two Seas Capital LP
Slide 72: Precedent Transactions – Data Center REITs
APPENDIX A: PRECEDENT TRANSACTIONS AND COM PARABLE PUBLIC COM PANIES Precedent Transactions – Data Center REITs CY+2 EBITDA EV / CY+2 Implied Value of Merger Target Acquirer Announcement Date EV ($M) ($M) EBITDA at Transaction Multiple Switch Inc. DigitalBridge May-22 $10,171 $393 22.9x $29.84 CoreS
Slide 73: Precedent Transactions – Challenged All-Stock Transactions
APPENDIX A: PRECEDENT TRANSACTIONS AND COM PARABLE PUBLIC COM PANIES Precedent Transactions – Challenged All-Stock Transactions with Similar Characteristics Have Led to Opposition, Amendment or Failure One-Day Stock Five-Day Stock Stock Price Volatility Price Reaction Price Reaction (Acquirer)1 Larg
Slide 74: Comparable Public Companies – Data Center REITs
APPENDIX A: PRECEDENT TRANSACTIONS AND COM PARABLE PUBLIC COM PANIES Comparable Public Companies – Data Center REITs Implied Value of Merger at Trading Multiple Implied Value of Merger at Trading Multiple Company Name EV / CY 2027E EBITDA (w/o Control Premium) (w/ Control Premium)2 Digital Core REIT
Slide 75: Comparable Public Companies – Former Bitcoin Miners w/ HPC Contracts
APPENDIX A: PRECEDENT TRANSACTIONS AND COM PARABLE PUBLIC COM PANIES Comparable Public Companies – Former Bitcoin Miners w/ HPC Contracts Implied Value of Merger at Implied Value of Merger at Enterprise Total Contracted and Near-Term Multiple Multiple Company Name Value ($M)1 Available Power (MW) En
Slide 76: Appendix B: Important Information
SECTION 08 APPENDIX B: IMPORTANT INFORMATION © All rights reserved. Two Seas Capital LP
Slide 77: Important Information
APPENDIX B: IM PORTANT INFORM ATION Important Information CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Two Seas, Two Seas Capital GP LLC ("Two Seas GP"), and Sina Toussi ("Mr. Toussi" and, together with Two Seas and Two Seas GP, the "Participants") filed a definitive proxy statement and accompany
Slide 78: Important Information (Continued)
APPENDIX B: IM PORTANT INFORM ATION Important Information (Continued) DISCLAIMER This presentation does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. This presentation does not recommend the purchase or sale of
Slide 79: Contacts
TWO SEAS CAPITAL LP MEDIA INVESTORS CONTACTS ASC Advisors Innisfree M&A Incorporated Steve Bruce / Taylor Ingraham / Keely Gispan Scott Winter / Jonathan Salzberger twoseas@ascadvisors.com info@innisfreema.com (203) 992-1230 (877) 750-0831 (212) 750-5833 TWO SEAS CAPITAL LP | INVESTOR PRESENTATION 7
Core Scientific, Inc./tx — Proxy Contest (October 2025) on 6ix