Two Seas Capital: $200 million interest drives Core Scientific to back merger with CoreWeave

Two Seas Capital, one of Core Scientific's largest shareholders, said that if the proposed merger with CoreWeave went through, Core Scientific executives would earn nearly $200 million. Two Seas Capital believes it is this huge profit drive that explains management's support for what they see as a "flawed and undervalued" deal.
In a September 4 proxy filing, Two Seas Capital noted that the performance equity units of Core Scientific executives will be fully realized immediately upon closing, even if they continue to work at CoreWeave thereafter.
Two Seas Capital emphasised that Core Scientific had previously promoted its performance equity scheme as a "two-trigger" scheme, whereby the equity would only materialise if a change of control and a qualifying dismissal occurred simultaneously, to align the interests of executives with those of shareholders.
However, the document notes: "Instead, these awards will be honoured immediately upon closing, providing executives with an immediate and definitive windfall." It adds: "In summary, the senior executives named in the corporate proxy document will receive compensation of nearly $200 million in connection with the merger."