Core Scientific Board Set for Overhaul Under Two Seas Pact
Core Scientific (NASDAQ: CORZ) reached a cooperation deal with activist hedge fund investor Two Seas Capital that will reshape the company’s board over the next 18 months as the bitcoin miner deepens the AI pivot.
According to an 8-K filed Wednesday, Core Scientific said it will add three new independent directors in stages, each selected in consultation with Two Seas. The company plans to appoint one new independent director before March 15, 2026, a second by no later than Sept. 15, 2026 (either before or soon after the 2026 annual meeting), and a third ahead of the 2027 annual meeting.
Core Scientific also agreed not to expand its board beyond nine directors or shrink it in a way that would force one of the newly appointed directors to resign, unless Two Seas consents.
Separately, board chair Jordan Levy told the company he will not stand for re-election at the 2026 annual meeting. The 8-K said Levy’s decision was not related to any disagreement with the company.
Two Seas agreed to customary standstill restrictions for one year. Among other limits, it is prohibited from increasing its beneficial ownership to 9.9% or more of Core Scientific’s outstanding shares during the standstill period. The restrictions also bar Two Seas from actions typically associated with an activist escalation, such as calling special stockholder meetings, nominating alternative director candidates, or proposing certain “extraordinary transactions” such as mergers, liquidations, or similar strategic actions, as defined in the agreement.
Both parties also agreed to mutual non-disparagement obligations for the one-year period, committing to refrain from public statements that disparage or harm the other side’s reputation. The agreement includes a “litigation freeze” as well: for the same period, each side agreed not to initiate or join litigation or arbitration against the other, except to enforce the cooperation agreement itself.
The deal comes after Two Seas emerged last year as a leading critic of Core Scientific’s proposed all-stock acquisition by AI cloud provider CoreWeave, arguing the terms undervalued Core Scientific and exposed shareholders to volatility tied to CoreWeave’s share price. Two Seas publicly urged shareholders to vote against the transaction, framing Core Scientific’s power and data center footprint as assets that could command a higher value if the company remained independent.
That campaign culminated in Core Scientific shareholders voting down the CoreWeave deal in October 2025, leading to the termination of the merger agreement.
Two Seas, which described itself in prior materials as one of Core Scientific’s largest active shareholders, had signaled it was prepared to run a proxy contest if the company proceeded with the CoreWeave transaction without improved terms. CoreWeave, for its part, defended the strategic rationale for combining the companies and disputed Two Seas’ criticisms in shareholder communications.
Core Scientific has been repositioning itself as a power-and-data-center platform that spans bitcoin mining and high-performance computing, including hosting for AI-related workloads. CoreWeave has been one of the company’s most prominent counterparties through commercial arrangements.
