SecProbe.io

January 13, 2025
Michael Intrator
Chief Executive Officer
CoreWeave, Inc.
101 Eisenhower Parkway, Suite 106
Roseland, NJ 07068
Re:CoreWeave, Inc.
Draft Registration Statement on Form S-1
Submitted December 16, 2024
CIK No. 0001769628
Dear Michael Intrator:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please disclose whether this offering is contingent upon your Class A shares being
listed on the applicable exchange.
Select Defined Terms, page ii
2.We note your definition of Floating Point Operations per Second (FLOPS) and Model
FLOPS Utilization (MFU). Please revise to clarify whether these are metrics you use
to evaluate your operations and business, or whether these measures relate to your
customers or the industry in general.

January 13, 2025
Page 2
Prospective Summary, page 1
3.We note you intend to disclose information about various measures, such as the
number of data centers, the amount of GPUs running at such centers, the number of
megawatts of active power that support these centers, and the total gigawatts of
contracted power as of December 31, 2024. We also note you intend to provide the
number of US facilities, by state, and the number of foreign facilities as of December
31, 2024. Considering the growth strategies for expansion of your business, including
internationally, please tell us whether any of these are considered key performance
measures that management utilizes to evaluate your business operations. If so, revise
to include the relevant disclosures in MD&A. Refer to SEC Release No. 33-10751.
4.Please disclose the basis for your statement that you “are the AI Hyperscaler driving
the AI revolution” and the criteria on which you base this statement.
5.Please disclose the percentage of revenue generated from your top three customers
and your largest customer for the periods presented to provide context to your
discussion of the breadth of your customer base.
Corporate Information, page 12
6.Please provide a brief description of the Director Nomination Letter with the
Magnetar DNL Parties.
Summary Consolidated Financial Data, page 19
7.We note if the effectiveness of this registration statement occurred on September 30,
2024, you would have recorded $42 million of stock-based compensation expense
related to your restricted stock units (RSUs). Please tell us your consideration to
include the impact of RSUs that will vest upon this offering in your pro forma net loss
per share calculations. Refer to Rule 11-01(a)(8) of Regulation S-X.
Risk Factors
A substantial portion of our revenue is..., page 29
8.Please identify your top three customers and briefly describe the material terms of
your agreements with them, including the term, any material termination provisions
and whether these are committed contracts or on-demand. Also, file the agreement
with your largest customer as an exhibit to your registration statement. Refer to Item
601(b)(ii)(10)(ii)(B) of Regulation S-K.
We have a limited history selling access to our platform..., page 40
9.Please disclose the percentage of revenue derived from committed contracts and the
weighted-average prepayment across all active contracts as a percentage of the TCV
for all periods presented.
We have identified material weaknesses in our internal control over financial reporting...,
page 60
We note you have identified material weaknesses in your internal control over
financial reporting and you disclose various remediation actions you have taken and
will continue to take to remediate the material weaknesses. Please revise to clarify 10.

January 13, 2025
Page 3
which of these efforts you have completed, if any, and which ones you are continuing
to implement. Also, disclose how long you estimate it will take to complete your
remediation plan and any associated expenses that you have incurred or expect to
incur if material.
Our substantial indebtedness could materially adversely affect our financial condition..., page
66
11.Please quantify your debt service requirements and disclose the percentage of your
cash flow that must be dedicated to total debt service, including both principal and
interest.
The dual class structure of our common stock..., page 70
12.Please include a brief description of the Equity Exchange Rights held by your Co-
Founders. Also, quantify the number of shares of Class A common stock subject to
outstanding stock options to purchase shares of your Class A common stock held
by your Co-Founders and the potential impact on their voting power.
Use of Proceeds, page 80
13.Please disclose the interest rate and maturity of the Term Loan Facility. Refer to
Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 88
14.We note the growth of your business and revenues depends on retaining existing
customers, expanding sales to those customers, and attracting new customers. Please
tell us how you monitor customer retention, expansion and growth. If you consider
these measures to be key performance measures that management utilizes to evaluate
your business operations, revise to include relevant disclosure for all periods
presented. Refer to SEC Release No. 33-10751.
Attractive Unit Economics, page 92
15.We note your disclosure regarding average cash payback period. Please revise to
include a definition of this term, and explain how it is calculated and what it is
intended to convey.
Non-GAAP Financial Measures, page 97
16.Please revise to move your non-GAAP information so that it follows the GAAP
results of operations disclosure, to ensure the discussion and analysis of your GAAP
measures are presented with equal or greater prominence. Similarly, revise the
disclosures on page 22 to include GAAP net loss margin and GAAP operating income
(loss) margin with equal or greater prominence to the related non-GAAP
measures. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Non-
GAAP C&DI Question 102.10(a).

January 13, 2025
Page 4
Results of Operations, page 102
17.Please revise your revenue discussion to include quantified information regarding
revenue growth due to new versus existing customers. Refer to Item 303(b) of
Regulation S-K.
18.We note your discussion of several line items, such sales and marketing and general
and administrative expense, attributes change as being “primarily” due to various
factors and/or do not appear to describe all of the factors that impacted the
fluctuation in such expenses. Where a material change is attributed to two or more
factors, including any offsetting factors, revise to describe the contribution of each
factor in quantified terms. Please also revise to use more definitive terminology rather
than general or vague terms such as “primarily” to describe each contributing factor.
Business
Growth Strategies, page 129
19.Please disclose the basis for your statement that you pioneered the AI Hyperscaler.
Our Customers, page 139
20.Please disclose the number of committed contract customers for all periods presented
to provide context to your disclosure of the number of committed contract customers
as of December 31, 2024.
Intellectual Property, page 143
21.Please disclose the duration and effect of all patents and trademarks. Refer to Item
101(c)(1)(iii)(B) of Regulation S-K.
Certain Relationships and Related Party Transactions
Other Transactions, page 167
22.Please file the Master Services Agreement with NVIDIA and the MagAI Capacity
Agreement with MagAI Ventures as exhibits to your registration statement. Refer to
Item 601(b)(10)(ii)(A) of Regulation S-K.
Underwriting (Conflicts of Interest), page 199
23.Please disclose the exceptions to the lock-up agreements with your officers, directors
and principal stockholders.
Notes to Consolidated Financial Statements
Note 1. Overview and Summary of Significant Accounting Policies
Concentration of Risk, page F-13
24.Please tell us whether the three customers who generated significant revenue for the
year ended December 31, 2023, were the same or different than the two customers
who generated significant revenue for the period ended September 30, 2024. Also,
revise to distinguish the percentage of revenue attributed to each of your significant
customers for each period presented by, for example, identifying each customer as
customer A, customer B, customer C, etc.

January 13, 2025
Page 5
Property and Equipment, Net, page F-15
25.We note you depreciate equipment and software over a useful life ranging between 3-
years and 12-years. This category appears to include a variety of assets such as data
centers and related capitalized interest costs, capitalized internal-use software, and
networking and computer equipment. Please provide us with a breakdown of the
various types of assets included here, and the related useful lives associated with each
type of asset. Also, given the nature and function of these assets appear to vary,
consider revising your disclosure to further disaggregate long-lived assets based on
the similar nature or function of each type of asset, and include the related useful lives
for each. Refer to ASC 360-10-50-1(b).
Note 2. Revenue
Disaggregation of Revenue, page F-24
26.Please revise to disclose the amount, or percentage, of total revenue generated in the
United States, your country of domicile. Similarly, revise to disclose total long-lived
assets held in the United States for each period. Refer to ASC 280-10-50-41.
Remaining Performance Obligations, page F-25
27.We note from your disclosure on page F-20 that the remaining performance
obligations (RPO) represent the aggregate amount of the transaction price, including
estimated variable consideration. Please tell us what the variable consideration
represents and how you determined the amount of variable consideration included in
your RPO. In your response, provide us with the amount of variable consideration
included in RPO for each period presented.
28.Please revise to clarify how long "thereafter" is with respect to your remaining
performance obligations. In this regard, we note typical contract terms are two to
five years. Revise to clarify the length of time over which the remaining performance
obligation will be recognized after 24 months for each period presented. Refer to ASC
606-10-50-13.
Note 11. Redeemable Convertible Preferred Stock and Stockholders' Deficit
Stock Option Plan, page F-46
29.We note you include the fair value per share of your common stock, which is
determined by your board of directors, as an assumption used in the valuation of
equity awards granted. Please provide us a breakdown of all stock option and RSUs
granted during fiscal 2024 and to date in 2025, as applicable, and include the fair
value of the underlying common stock used to value such awards. To the extent the
value of your common stock fluctuated significantly between measurement dates,
describe for us the factors that contributed to these fluctuations, including any
intervening events within the company or changes in your valuation assumptions or
methodologies used to value such awards. Lastly, revise to include the fair values
used to value such awards in your assumption disclosures on page F-47.

January 13, 2025
Page 6
General
30.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at 202-551-3499
if you have questions regarding comments on the financial statements and related
matters. Please contact Uwem Bassey at 202-551-3433 or Jeff Kauten at 202-551-3447 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Michael A. Brown