M&A - Core Scientific, Inc./tx

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525156272

Filing Summary: Core Scientific, Inc. has signed a definitive agreement for an all-stock acquisition by CoreWeave, Inc. valued at approximately $9 billion. The transaction aims to leverage CoreWeave’s partnership with Core Scientific and its operational excellence in the transformation from a bitcoin mining franchise to a developer of high-density colocation infrastructure. The deal is expected to conclude in the fourth quarter of 2025, during which both companies will continue to operate independently. In preparation for the transaction, Core Scientific and CoreWeave will file relevant documents with the SEC, including a registration statement on Form S-4. Investors are encouraged to read these documents for important information regarding the transaction. Risk factors associated with the acquisition are outlined, emphasizing uncertainties in regulatory approvals, stockholder approval, operational integration, market conditions, and potential litigation. Core Scientific and CoreWeave have disclosed their participation in the solicitation of proxies related to this transaction, indicating proactive engagement with their shareholders to facilitate the process.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525155925

Filing Summary: On July 7, 2025, Core Scientific, Inc. and CoreWeave, Inc. announced the execution of an Agreement and Plan of Merger, under which CoreWeave will acquire Core Scientific in an all-stock transaction. The merger is subject to terms and conditions laid out in the Merger Agreement. Relevant materials regarding the transaction will be filed with the SEC, including a Form S-4 registration statement by CoreWeave which will include a proxy statement of Core Scientific, also serving as a prospectus for CoreWeave. Stockholders of Core Scientific will receive a definitive proxy statement/prospectus once it is available. The announcement emphasizes the importance of reading these documents carefully for investors and security holders of both companies, detailing the risks associated with the transaction, including the potential failure to complete the deal or realize its anticipated benefits. The communication includes forward-looking statements about the future operations and potential synergies from the merger, indicating inherent uncertainties and risks. Additionally, the document mentions various regulatory and operational challenges that may arise during the merger process.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525156266

Filing Summary: On July 7, 2025, Core Scientific, Inc. entered into a Merger Agreement with CoreWeave, Inc. and its subsidiary, Miami Merger Sub I, Inc. Under the terms of the agreement, Core Scientific will merge with Merger Sub, with the former becoming a wholly owned subsidiary of CoreWeave. Each outstanding share of Core Scientific common stock will be converted into the right to receive 0.1235 shares of Class A common stock of CoreWeave. The merger's closing is subject to customary conditions, including shareholder approval and regulatory clearances. Additionally, the agreement includes provisions for the treatment of restricted stock units and options held by Core Scientific executives, including the vesting of awards as a result of the merger. A termination fee of $270 million is stipulated should the agreement be ended under specific conditions. The document outlines various commitments both companies must adhere to during the merger process and the necessary filings with the SEC regarding the transaction.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325008522

Filing Summary: CoreWeave, Inc. has filed a communication regarding its proposed acquisition of Core Scientific, Inc. on July 7, 2025. The filing states that CoreWeave and Core Scientific intend to file relevant materials with the SEC including a registration statement on Form S-4, which will include a proxy statement of Core Scientific, also serving as a prospectus for CoreWeave. A definitive proxy statement/prospectus will be mailed to Core Scientific stockholders. It emphasizes the importance for investors to read the registration statement and proxy statement/prospectus as they will contain crucial information related to the proposed transaction. The document outlines that CoreWeave and Core Scientific, along with their directors and certain executives, may be deemed participants in the solicitation of proxies. Additionally, it includes a disclaimer that the communication does not constitute an offer or solicitation and provides a cautionary note regarding forward-looking statements, highlighting various risks and uncertainties associated with the proposed transaction.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325008523

Filing Summary: CoreWeave, Inc. announced its proposed acquisition of Core Scientific, Inc. on July 7, 2025. The acquisition is an all-stock transaction with a fixed exchange ratio of 0.1235 shares of CoreWeave for each share of Core Scientific. The deal is projected to eliminate over $10 billion in future lease overhead costs and aims to achieve cost savings of over $500 million annually by 2027 through streamlined operations. The acquisition is contingent on regulatory approvals and other customary closing conditions, with an expected closing in the fourth quarter of 2025. CoreWeave will benefit from enhanced control over data center infrastructure, increased financing flexibility, and operational efficiencies, thus advancing its strategy in AI and high-performance computing. The acquisition is set to transform CoreWeave into a more agile player in the market by integrating Core Scientific's significant data center capabilities, with an emphasis on leveraging their technology stack for future growth. Additionally, potential synergies from the acquisition include expanded power procurement capabilities and cost-saving measures that could significantly boost profitability.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325008525

Filing Summary: On July 7, 2025, CoreWeave, Inc. announced a signed agreement to acquire Core Scientific, a leading high-performance computing (HPC) infrastructure provider, in an all-stock transaction. Each Core Scientific shareholder will receive 0.1235 shares of CoreWeave Class A common stock for every share of Core Scientific they hold, valuing the transaction at approximately $9 billion based on a fixed exchange ratio and fully diluted basis. This strategic acquisition aims to strengthen CoreWeave's AI and HPC capabilities, enhance operating efficiencies, and reduce overall costs. CoreWeave anticipates significant financial benefits, including more than $10 billion in future lease liability overhead savings and an estimated $500 million in annual run rate cost savings by the end of 2027. The acquisition, projected to close in Q4 2025, offers immediate access to over 1 gigawatt of expansion capacity and integrates 300 employees with unique expertise in power procurement, further solidifying CoreWeave’s growth trajectory in the AI sector.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000095010325008527

Filing Summary: CoreWeave, Inc. announced a proposed acquisition of Core Scientific, Inc. The transaction will involve the filing of relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement of Core Scientific that also serves as a prospectus for CoreWeave. Stockholders of Core Scientific will receive a definitive proxy statement/prospectus relating to the transaction. Investors are urged to read these documents carefully as they will contain important information about the proposed transaction. Additionally, the communication mentions that forward-looking statements are included, indicating potential outcomes of the business combination and highlighting several risks associated with the transaction including the completion of the deal, regulatory approvals, and unforeseen liabilities. Participants in the transaction will include directors and executive officers from both companies. CoreWeave and Core Scientific will make filings available on their respective websites and SEC’s site, guiding stockholders and investors on how to access this information.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525155928

Filing Summary: On July 7, 2025, Core Scientific, Inc. and CoreWeave, Inc. announced the execution of an Agreement and Plan of Merger, where CoreWeave will acquire Core Scientific in an all-stock transaction. Core Scientific stockholders will receive 0.1235 shares of CoreWeave Class A common stock for each Core Scientific share. The acquisition is valued at approximately $9.0 billion based on a fixed exchange ratio, offering a significant premium to Core Scientific’s recent closing price. Aimed at enhancing operational efficiency, the deal is expected to eliminate over $10 billion in cumulative future lease overhead and provide estimated annual run rate cost savings of $500 million by the end of 2027. The transaction will close in the fourth quarter of 2025, pending regulatory approvals and stockholder consent. The merger is positioned to bolster CoreWeave’s strategy for AI and high-performance computing workloads.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525156269

Filing Summary: On July 7, 2025, Core Scientific, Inc. entered into a Merger Agreement with CoreWeave, Inc. and Miami Merger Sub I, Inc. Under the agreement, Merger Sub will merge with Core Scientific with the latter surviving as a wholly owned subsidiary of CoreWeave. Each share of Core Scientific common stock will be converted into 0.1235 shares of CoreWeave Class A common stock. Additionally, certain restricted stock unit awards and options to purchase shares will also convert into shares of CoreWeave’s stock based on terms detailed in the agreement. The transaction is contingent on approvals including stockholder approval and regulatory compliance, with specific closing conditions outlined. The agreement includes representations, warranties, and covenants from both parties, aimed at ensuring the successful completion of the merger.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525156270

Filing Summary: Core Scientific, Inc. announced a definitive agreement to be acquired by CoreWeave in an all-stock transaction. This agreement represents an important milestone in Core Scientific's transformation from a bitcoin mining franchise to a leading developer of colocation infrastructure. The merger is expected to close in Q4 2025, pending customary conditions, while both companies remain independent. The communication stresses the strategic alignment and value creation potential of the acquisition, particularly in accelerating AI infrastructure.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525156271

Filing Summary: Core Scientific, Inc. has announced its agreement to be acquired by CoreWeave in an all-stock transaction valued at approximately $9.0 billion. This acquisition is aimed at enhancing the infrastructure available for companies innovating with AI, positioning Core Scientific to better deliver value to its stockholders. The transaction is expected to close in the fourth quarter of 2025, with both companies continuing to operate independently until that time. Employees will not see changes to their roles or compensation until the transaction is finalized. Core Scientific stockholders will receive 0.1235 newly issued shares of CoreWeave Class A common stock for each share of Core Scientific common stock based on a fixed exchange ratio. Leadership will transition to CoreWeave's CEO Michael Intrator following the transaction's completion. Details regarding integration, name and brand, and operational changes will be determined during the integration planning process.