CoreWeave's stock has halved since Core Scientific shareholders refused its $9 billion bid

A year ago today, Core Scientific's▼−10.64% — Core Scientific, down 10.64 percent today stockholders voted down CoreWeave's $9 billion all-stock takeover, and the company terminated the merger agreement the same day↗ ¹. The currency they were offered has halved since: CoreWeave▼−10.99% — CoreWeave, down 10.99 percent today, the AI cloud operator that leases Core Scientific's data centers, closed at $63.93 on October 28, against about $131 on the day of the vote ²³. The filing records the count: 20.8 million shares for the merger, 203.5 million against ¹.

The refused paper is now worth about $7.90 a share

The terms, announced on July 7, 2025↗, paid 0.1235 CoreWeave Class A shares for each Core Scientific share ³. At CoreWeave's October 28 close, that ratio was worth about $7.90 per Core Scientific share ². Core Scientific closed at $14.42 on October 29 ⁵. Holders turned down a bid now worth roughly 55% of their stock's price ⁵.

Two Seas Capital, Core Scientific's largest active shareholder, had called the all-stock structure inadequate because it left investors exposed to CoreWeave's shares with no price floor if the stock fell before closing; Institutional Shareholder Services, the proxy adviser, recommended a no vote ³. The market pre-voted the same way, selling Core Scientific roughly 30% after the announcement ³.

October supplied the proof. CoreWeave fell 15.5% on October 14 as yields on its 2031 and 2032 notes approached 15% ⁴. Goldman Sachs▼−4.53% — Goldman Sachs, down 4.53 percent today, which kept its Buy rating in a note last Wednesday, estimates CoreWeave needs $20 billion to $23 billion of new debt just to serve its existing backlog ⁴. Bringing all of its secured power online would take up to $38 billion more ⁴.

What the no vote kept is a levered landlord

Independence carries a balance sheet. Core Scientific ended June with $4.3 billion of long-term debt↗ against $1.8 billion of cash ⁶. The stockholders' deficit stood at $2.4 billion, and second-quarter capital spending ran $797.5 million against $164.2 million of revenue ⁶.

The commercial case stands. A 15-year partnership with AMD, the chipmaker, covers about 530 megawatts across five sites ⁶. The company counts more than $14 billion of potential base contracted revenue, and billing capacity had reached 437 megawatts by mid-July ⁶. MFN Partners, a Boston investment adviser, filed a 7.6% passive stake on October 28↗, nearly a third of it in options ⁷.

November 5 is the vote's second round

Core Scientific reports third-quarter results before the market opens on November 5↗ ⁵⁶. The report answers one question: whether the construction behind the AMD▼−11.72% — AMD, down 11.72 percent today contract gets financed in a market where CoreWeave's own unsecured debt already yields more than 15% ². The demand side has not changed. CoreWeave wanted this landlord twice: it first offered $1 billion in cash in June 2024, a bid Core Scientific rejected before the two struck a 200-megawatt hosting deal the same week ³.

The no vote has been proven right about the currency. At October's closes, the refused ratio was worth about $7.90 a share ², against a Core Scientific stock that traded at $14.42 ⁵. An all-stock bid made at the top of the market hands the seller the buyer's risk without a floor under it. Core Scientific's holders declined that trade a year ago, and the year has paid them for it.

Whether they were also right about the business now depends on lenders rather than CoreWeave, and the November 5 report is where that answer starts.