UPLOAD Filing
CoreWeave, Inc.
Date: Sept. 3, 2025 · CIK: 0001769628 · Accession: 0000000000-25-009491
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289742
Letter
September 3, 2025 Michael Intrator Chief Executive Officer CoreWeave, Inc. 290 W Mt. Pleasant Ave., Suite 4100 Livingston, NJ 07039 Re:CoreWeave, Inc. Registration Statement on Form S-4 Filed August 20, 2025 File No. 333-289742 Dear Michael Intrator: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 General 1.We note that the included tax opinions are "should" or "more likely than not" opinions. Please revise your Q&A and summary disclosures on U.S. federal income tax consequences, and add a risk factor, to set forth the risks of uncertain tax treatment to investors. See Section III.C.4 of our Staff Legal Bulletin No. 19.
September 3, 2025 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Mitchell Austin at 202-551-3574 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Michael Gilson
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September 3, 2025
Michael Intrator
Chief Executive Officer
CoreWeave, Inc.
290 W Mt. Pleasant Ave., Suite 4100
Livingston, NJ 07039
Re:CoreWeave, Inc.
Registration Statement on Form S-4
Filed August 20, 2025
File No. 333-289742
Dear Michael Intrator:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
General
1.We note that the included tax opinions are "should" or "more likely than not"
opinions. Please revise your Q&A and summary disclosures on U.S. federal income
tax consequences, and add a risk factor, to set forth the risks of uncertain tax treatment
to investors. See Section III.C.4 of our Staff Legal Bulletin No. 19.
September 3, 2025
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Mitchell Austin at 202-551-3574 or Matthew Derby at 202-551-3334
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Michael Gilson