SEC Comment Letter 0000000000-25-002107 to CoreWeave, Inc. (CRWV)
CoreWeave, Inc.
Date: Feb. 24, 2025 · CIK: 0001769628 · Accession: 0000000000-25-002107
AI Filing Summary & Sentiment
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Letter
February 24, 2025 Michael Intrator Chief Executive Officer CoreWeave, Inc. 101 Eisenhower Parkway, Suite 106 Roseland, NJ 07068 Re:CoreWeave, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted February 11, 2025 CIK No. 0001769628 Dear Michael Intrator: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our February 5, 2025 letter. Amendment No. 2 to Draft Registration Statement on Form S-1 The Offering, page 15 1.You state on page 18 that the shares of Class A common stock that will be outstanding after this offering excludes shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of December 31, 2024, and for which the performance-based vesting condition will be satisfied in connection with this offering. Please explain the exclusion of such shares considering they will have satisfied both vesting conditions and, therefore, will be issuable upon this offering, or revise your disclosures as necessary both here and on page 85.
February 24, 2025 Page 2 Notes to Consolidated Financial Statements Note 2. Revenue Remaining Performance Obligations, page F-26 2.We note from your revised disclosures in response to prior comment 6 that 49% and 50% of the remaining performance obligations as of December 31, 2023, and September 30, 2024, respectively, will be recognized over the subsequent 36-months beyond the initial 24-month period. To the extent the amount of revenue expected to be recognized in each of the years following the initial 24-month period varies significantly, please revise to provide quantitative or qualitative information that would be most appropriate for the remaining durations. Refer to ASC 606-10-50-13. 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
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February 24, 2025
Michael Intrator
Chief Executive Officer
CoreWeave, Inc.
101 Eisenhower Parkway, Suite 106
Roseland, NJ 07068
Re:CoreWeave, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted February 11, 2025
CIK No. 0001769628
Dear Michael Intrator:
We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our February 5, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
The Offering, page 15
1.You state on page 18 that the shares of Class A common stock that will be outstanding
after this offering excludes shares issuable upon the vesting and settlement of RSUs
for which the service-based vesting condition was satisfied as of December 31, 2024,
and for which the performance-based vesting condition will be satisfied in connection
with this offering. Please explain the exclusion of such shares considering they will
have satisfied both vesting conditions and, therefore, will be issuable upon this
offering, or revise your disclosures as necessary both here and on page 85.
February 24, 2025
Page 2
Notes to Consolidated Financial Statements
Note 2. Revenue
Remaining Performance Obligations, page F-26
2.We note from your revised disclosures in response to prior comment 6 that 49% and
50% of the remaining performance obligations as of December 31, 2023, and
September 30, 2024, respectively, will be recognized over the subsequent 36-months
beyond the initial 24-month period. To the extent the amount of revenue expected to
be recognized in each of the years following the initial 24-month period varies
significantly, please revise to provide quantitative or qualitative information that
would be most appropriate for the remaining durations. Refer to ASC 606-10-50-13.
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