SecProbe.io

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 September 26, 2025

 VIA EDGAR

 Re:

 CoreWeave, Inc.
 Registration Statement on Form S-4
 File No. 333-289742

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Technology
 100 F Street, N.E.
 Washington, DC 20549

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, CoreWeave, Inc. (the “ Company ”) hereby requests acceleration of effectiveness of its registration statement on Form S-4 (File No.
 333-289742), as amended (the “ Registration Statement ”), to 4:00 p.m. Eastern Time on September 26, 2025 or as soon as practicable thereafter.

 The Company hereby authorizes Michael Gilson of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration.

 Please contact Mr. Gilson at (650) 752-2015 or michael.gilson@davispolk.com with any questions you may have concerning this letter, or if you require any additional information.  Please notify Mr. Gilson when this request for acceleration of
 effectiveness of the Registration Statement has been granted.

 Very truly yours,

 COREWEAVE, INC.

 By:

 /s/ Kristen McVeety

 Name:

 Kristen McVeety

 Title:

 General Counsel

 cc:

 Michael Intrator, CoreWeave, Inc.
 Michael Gilson, Davis Polk & Wardwell LLP
 Michael Kaplan, Davis Polk & Wardwell LLP
 Tierney O’Rourke, Davis Polk & Wardwell LLP
 Hillary Coleman, Davis Polk & Wardwell LLP

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 Michael Gilson
 +1 650 752 2015
 michael.gilson@davispolk.com

 Davis Polk & Wardwell llp
 900 Middlefield Road, Suite 200
 Redwood City, California 94063

 September 17, 2025

 Re:

 CoreWeave, Inc.
 Registration Statement on Form S-4
 Filed August 20, 2025
 File No. 333-289742

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Technology
 100 F Street, N.E.
 Washington, DC 20549

 Ladies and Gentlemen:

 On behalf of our client, CoreWeave, Inc. (the “ Company ”), we are submitting this letter in response to the comment provided by the Staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ SEC ”) relating to the Company’s Registration Statement on Form S-4 (the
 “ Registration Statement ”) contained in the Staff’s letter dated September 3, 2025 (the “ Comment Letter ”). In response to the Comment Letter, the Company has revised the
 Registration Statement and is filing Amendment No. 1 to the Registration Statement on Form S-4 (the “ Amended Registration Statement ”) together with this response letter. The Amended Registration Statement
 also contains certain additional updates and revisions.

 For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to the response to such comment. All references to page numbers and captions (other than those in the
 Staff’s comments) correspond to page numbers and captions in the Amended Registration Statement.

 Registration Statement on Form S-4 filed August 20, 2025

 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.

 Response:

 In response to the Staff’s comment, the Company has revised the disclosure on pages 7, 24, 36 and 214-215 of the Amended Registration Statement.

 ***

 Please do not hesitate to contact me at (650) 752-2015 or michael.gilson@davispolk.com if you have any questions regarding the foregoing or if we can provide any additional information. Thank you for your
 time and attention.

 Very truly yours,

 /s/ Michael Gilson

 cc:

 Michael Intrator, CoreWeave, Inc.
 Adam Sullivan, Core Scientific, Inc.
 Michael Kaplan, Davis Polk & Wardwell LLP
 Tierney O’Rourke, Davis Polk & Wardwell LLP
 Hillary A. Coleman, Davis Polk & Wardwell LLP
 David A. Katz, Wachtell, Lipton, Rosen & Katz
 Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

 2

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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 Morgan Stanley & Co. LLC
 1585 Broadway New York, New York 10036
 J.P. Morgan Securities LLC 383 Madison Avenue
 New York, New York 10179 Goldman Sachs & Co. LLC
 200 West Street New York, New York 10282
 As Representatives of the Several Underwriters March 25,
2025 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance Office
of Technology 100 F. Street, N.E. Washington, D.C. 20549

 Attention:

 Uwem Bassey

 Jeff Kauten

 Brittany Ebbertt

 Kathleen Collins

 Division of Corporation Finance

 Office of Technology
 Re: CoreWeave, Inc.
 Registration Statement on Form S-1
 File No. 333-285512
 Acceleration Request Requested Date: March 27,
2025 Requested Time: 4:00 P.M. Eastern Time
 Ladies and Gentlemen: In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “ Securities Act ”), we, as representatives of the several underwriters, hereby join in the request of CoreWeave, Inc. (the “ Company ”) for acceleration of the effective
date of the above-referenced registration statement (the “ Registration Statement ”), requesting effectiveness as of 4:00 P.M., Eastern Time, on March 27, 2025, or at such later time as the Company or its outside counsel,
Fenwick & West LLP, may request via telephone call to the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission.
 Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate
distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.
 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating
underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 [ Signature page follows ]

 Very truly yours,

 MORGAN STANLEY & CO. LLC

 By:

 /s/ Rizvan Dhalla

 Name: Rizvan Dhalla

 Title: Managing Director

 J.P. MORGAN SECURITIES LLC

 By:

 /s/ Nadine Yang

 Name: Nadine Yang

 Title: Executive Director

 GOLDMAN SACHS & CO. LLC

 By:

 /s/ Charlie Black

 Name: Charlie Black

 Title: Managing Director
 [Signature Page to Underwriters’ Acceleration Request]

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 CoreWeave, Inc.
 290 W Mt. Pleasant Ave, Suite 4100 Livingston, NJ 07039
 March 25, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Technology 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Uwem Bassey Jeff Kauten
 Brittany Ebbertt Kathleen Collins

 Re:

 CoreWeave, Inc. Registration
Statement on Form S-1, as amended (File No. 333-285512) and corresponding Registration Statement on Form 8-A (File
 No. 001-42563) Request for Acceleration of Effective Date
 Requested Date: March 27, 2025
 Requested Time: 4:00 PM Eastern Time Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, CoreWeave, Inc. (the “ Registrant ”)
hereby requests that the U.S. Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statements on Form S - 1 and Form 8 - A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
 The Registrant hereby authorizes Michael Brown and Ran Ben-Tzur, each of whom are attorneys with the
Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration. The
Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Brown at (415) 875-2432, or in his absence, Mr. Ben-Tzur at (650) 335-7613.

 Sincerely,

 COREWEAVE, INC.

 By:

 /s/ Michael Intrator

 Michael Intrator Chief Executive
Officer

 cc: Nitin
Agrawal, Chief Financial Officer Kristen McVeety, Esq., General Counsel and Corporate Secretary
 CoreWeave, Inc. Ran Ben-Tzur, Esq.
 Jennifer Hitchcock, Esq. Aman Singh, Esq.
 Fenwick & West LLP Richard A. Kline, Esq.
 Keith L. Halverstam, Esq. Latham & Watkins LLP

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 March 14, 2025
 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR.
 VIA EDGAR AND ELECTRONIC TRANSMISSION U.S.
Securities and Exchange Commission Division of Corporation Finance
 Office of Technology 100 F Street, NE
 Washington, DC 20549

 Attention:

 Uwem Bassey Jeff Kauten
 Brittany Ebbertt Kathleen Collins

 Re:

 CoreWeave, Inc. Registration
Statement on Form S-1 Filed March 12, 2025
 File No. 333-285512

 Ladies and Gentlemen:
 We are submitting this letter on behalf of CoreWeave, Inc. (the “ Company ”) in response to the comments of the staff
(the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) contained in the Staff’s letter dated March 13, 2025 (the “ Letter ”), regarding the
Company’s Registration Statement on Form S-1, initially filed by the Company with the Commission on March 3, 2025 (the “ Original Registration Statement ”), as amended by
Amendment No. 1 to the Original Registration Statement, filed by the Company with the Commission on March 12, 2025 (the “ Registration Statement ”). The numbered paragraphs below correspond to the numbered comments in
the Letter and the Staff’s comments are presented in bold italics. Confidential Treatment Request
 Pursuant to 17 C.F.R. § 200.83, we are requesting confidential treatment for portions of the response below reflecting information that
we have provided supplementally. We request that these portions, as indicated by “[*],” be maintained in confidence, not be made part of any public record and not be disclosed to any person, as they contain confidential information,
disclosure of which would cause the Company competitive harm. In the event that the Staff receives a request for access to the confidential portions herein, whether pursuant to the Freedom of Information Act or otherwise, we respectfully request
that we be notified immediately so that we may further substantiate this request for confidential treatment. Please address any notification of a request for access to such documents to the undersigned.
 [CONFIDENTIAL TREATMENT REQUESTED BY COREWEAVE, INC.]

 U.S. Securities and Exchange Commission
 March 14, 2025 Page 2

 Amendment No. 1 to Registration Statement on Form S-1
 Cover Page

 1.
 We note that you highlight annual revenue, revenue growth, operating income margin and adjusted
operating income margin in your graphic disclosures. Please revise to provide a more balanced presentation of the company’s financial health by presenting net loss information with equal prominence to your other measures.
 The Company acknowledges the Staff’s comment and advises the Staff that it will update the graphic disclosures
included in the next filing of the Registration Statement to address the Staff’s comment by including the Company’s net loss amount for the year ended December 31, 2024 with equal prominence to the other measures set forth in the
graphic disclosures. Prospectus Summary Overview, page 2

 2.
 We note your revised disclosure on page 155 where you state that Microsoft will represent less
than 50% of your expected future committed contract revenues when combining your RPO balance of $15.1 billion as of December 31, 2024, and up to
$11.55 billion of future revenues from the recently signed Master Services Agreement with OpenAI. Please tell us the amount of RPO applicable to Microsoft as of
December 31, 2024. Also, revise to include similar disclosure elsewhere where you discuss your RPOs (i.e. pages 2, 94, 102 and 130).
 The Company acknowledges the Staff’s comment and supplementally informs the Staff that, as of December 31, 2024, the amount of
remaining performance obligation (“ RPO ”) applicable to Microsoft Corporation (“ Microsoft ”) was $[*]. As a result, Microsoft represented [*] of the Company’s expected future committed contract
revenues when combining the RPO balance of $15.1 billion as of December 31, 2024 and up to $11.55 billion of expected future revenues from the recently signed Master Services Agreement with OpenAI OpCo, LLC. The Company further
advises the Staff that the Company will revise its disclosure included in the next filing of the Registration Statement to include disclosure similar to that on page 155 elsewhere in the Registration Statement where the Company discusses its RPOs
(other than the graphic disclosures and in the Company’s consolidated financial statements and accompanying notes). Notes to Consolidated
Financial Statements Note 17. Subsequent Events, page F-58

 3.
 We note your revised disclosures on page 125 regarding additional RSU grants after
December 31, 2024. Please revise to include a discussion of such grants and disclose the estimated stock-based compensation expense, both here and on page 125, that will impact your future financial
statements. Refer to ASC 855-10-50-2(b).
 The Company acknowledges the Staff’s comment and advises the Staff that it will revise its disclosure included in the next filing of the
Registration Statement to include disclosure of the Company’s additional RSU grants after December 31, 2024 and the associated estimated stock-based compensation expense in the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates-Common Stock Valuations” and the Subsequent Events note to the notes to the Company’s consolidated financial Statements included in the Registration
Statement. * * * * * * *
 2
 [CONFIDENTIAL TREATMENT REQUESTED BY COREWEAVE, INC.]

 U.S. Securities and Exchange Commission
 March 14, 2025 Page 3

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613.

 Sincerely,

 /s/ Michael Brown

 Michael Brown

 Partner

 FENWICK & WEST LLP
 cc: Michael Intrator,
Chief Executive Officer and President Nitin Agrawal, Chief Financial Officer
 Kristen McVeety, Esq., General Counsel and Corporate Secretary
 CoreWeave, Inc. Ran
 Ben-Tzur, Esq. Jennifer Hitchcock, Esq.
 Aman Singh, Esq. Fenwick & West LLP
 Richard A. Kline, Esq. Keith L. Halverstam, Esq.
 Latham & Watkins LLP
 3
 [CONFIDENTIAL TREATMENT REQUESTED BY COREWEAVE, INC.]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Michael Intrator
Chief Executive Officer
CoreWeave, Inc.
290 W. Mt. Pleasant Avenue, Suite 4100
Livingston, NJ 07039

 Re: CoreWeave, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed on March 12, 2025
 File No. 333-285512
Dear Michael Intrator:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 24,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover Page

1. We note that you highlight annual revenue, revenue growth, operating
income margin
 and adjusted operating income margin in your graphic disclosures. Please
revise to
 provide a more balanced presentation of the company's financial health
by presenting
 net loss information with equal prominence to your other measures.
Prospectus Summary
Overview, page 2

2. We note your revised disclosure on page 155 where you state that
Microsoft
 will represent less than 50% of your expected future committed contract
revenues
 when combining your RPO balance of $15.1 billion as of December 31,
2024, and up
 March 13, 2025
Page 2

 to $11.55 billion of future revenues from the recently signed Master
Services
 Agreement with OpenAI. Please tell us the amount of RPO applicable to
Microsoft as
 of December 31, 2024. Also, revise to include similar disclosure
elsewhere where you
 discuss your RPOs (i.e. pages 2, 94, 102 and 130).
Notes to Consolidated Financial Statements
Note 17. Subsequent Events, page F-58

3. We note your revised disclosures on page 125 regarding additional RSU
grants after
 December 31, 2024. Please revise to include a discussion of such grants
and disclose
 the estimated stock-based compensation expense, both here and on page
125, that will
 impact your future financial statements. Refer to ASC 855-10-50-2(b).
 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
</TEXT>
</DOCUMENT>

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 CORRESP

 March 12, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Technology
 100 F Street, NE Washington, DC 20549

 Attention:

 Uwem Bassey Jeff Kauten
 Brittany Ebbertt Kathleen Collins

 Re:

 CoreWeave, Inc. Registration
Statement on Form S-1 Filed March 3, 2025
 File No. 333-285512
 Ladies and Gentlemen:
 On behalf of our client CoreWeave, Inc. (the “ Company ”) and in connection with an oral request from the staff (the
“ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received on March 11, 2025, the Company hereby confirms that, as of the date hereof, there have been no cancellations of its
committed contracts with Microsoft Corporation. Should the Staff have additional questions or comments regarding the foregoing, please do
not hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613.
 Sincerely,
 /s/ Michael Brown
 Michael Brown, Partner
 FENWICK & WEST LLP

 cc: Michael
Intrator, Chief Executive Officer and President Nitin Agrawal, Chief Financial Officer
 Kristen McVeety, Esq., General Counsel and Corporate Secretary
 CoreWeave, Inc. Ran
 Ben-Tzur, Esq. Jennifer Hitchcock, Esq.
 Fenwick & West LLP

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CORRESP

 555 California Street

 12th Floor

San Francisco, CA 94104

 415.875.2300

 Fenwick.com

 Michael A. Brown

 mbrown@fenwick.com |
415.875.2432

 March 5, 2025

 CERTAIN
PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING
PLACEHOLDER “[*]” IN THE LETTER FILED VIA EDGAR.

 VIA EDGAR AND ELECTRONIC TRANSMISSION

U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100
F Street, NE

 Washington, DC 20549

Attention:
 Uwem Bassey

Jeff Kauten

 Brittany
Ebbertt

 Kathleen Collins

RE:
 CoreWeave, Inc.

Registration Statement on Form S-1

File No. 333-285512

Ladies and Gentlemen:

 On behalf of CoreWeave,
Inc. (the “Company”), and in connection with the above-referenced Registration Statement on Form S-1 originally confidentially submitted by the Company with the Securities and Exchange
Commission (the “Commission”) on December 16, 2024 and subsequently publicly filed by the Company with the Commission on March 3, 2025 (File No. 333-285512) (as amended,
the “Registration Statement”), we submit this letter to the staff of the Commission (the “Staff”) providing an explanation of the differences between the fair values of the Company’s Class A
common stock (“Common Stock”) on each grant date in the Company’s year ended December 31, 2024, including the difference between recent grant date fair values and the midpoint of the Preliminary Price Range (as
defined below).

 Confidential Treatment Request

Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by the Company’s request
for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

The Company has provided below an updated summary of the restricted stock units (“RSUs”) granted and fair value per
share of the underlying Common Stock used for financial reporting purposes from December 9, 2024, the date of the most recent grants of equity awards for which a Common Stock value per share for financial reporting purposes had not yet been
provided to the Staff, through the date of this response, March 5, 2025 (the “Review Period”). The Company refers the Staff to the Company’s prior response to comment #29 in its letter to dated January 22, 2025
(the “Prior Letter”) for information relating to grants of equity awards made in the year ended December 31, 2024 prior to December 9, 2024. The Company did not grant any equity awards other than RSUs during the
Review Period.

 CONFIDENTIAL TREATMENT
REQUESTED BY COREWEAVE, INC.

 COREWEAVE-1

 Summary of Restricted Stock Unit Grants

 Grant Date

Number of Shares of
Common Stock
Underlying Equity
Awards Granted

Common Stock Value
Per Share for Financial
Reporting Purposes

 December 9, 2024

39,549

$
945.78
*

 December 31, 2024

350,000

$
951.21

 January 6, 2025

931

$
[***]
**

 January 17, 2025

29,686

$
[***]
**

 February 8, 2025

37,375

$
[***]
**

 February 10, 2025

971

$
[***]
**

*
 Fair value determined for financial reporting purposes applying the daily interpolation method using the
applicable third-party valuation reports from November 15, 2024 and December 31, 2024.

**
 The Company currently estimates the fair value of Common Stock for all grants issued through the date of this
letter using a straight-line interpolation between the December 31, 2024 fair value and the midpoint of the Preliminary Price Range. If the midpoint of the Preliminary Price Range ultimately reflects facts or circumstances unknown during the
Review Period, the Company may reassess its interpolated values. Additionally, because stock-based compensation expense for these grants will not be recognized until after the IPO (as defined below), the Company may, with the benefit of hindsight,
record such expense at a higher fair value than initially estimated.

 Fair Value Determinations

The estimated fair value per share of the Common Stock has historically been determined at each grant date by the Company’s board of
directors (the “Board”), based on several factors, with input from management and contemporaneous third-party valuations (each individually a “Valuation Report” or collectively, the
“Valuation Reports”). Such Valuation Reports were performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuations of Privately Held Company
Equity Securities Issued as Compensation (the “AICPA Practice Guide”). The Company refers the Staff to the section captioned “Common Stock Valuations” in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 121 through 123 of the Registration Statement for an explanation of the factors considered by the Company in determining the fair value of its Common Stock. In valuing the Common Stock,
the Board determined the equity value of the Company’s business using various valuation methods, with input from management and third-party valuations, as discussed within the Prior Letter.

For financial reporting purposes and as further described below, for the grant dates during the Review Period, the Company retroactively
assessed the fair value of its Common Stock used in estimating the grant-date fair value of the Company’s equity awards after considering all available information to date. The Company used a straight-line methodology to interpolate the
increase between the fair value per shares of the Common Stock as of December 31, 2024, as reflected in the Valuation Report dated February 7, 2025 (the “December 2024 Valuation”), and the fair value per shares of the
Common Stock as of November 15, 2024, as reflected in the Valuation Report dated November 21, 2024 (the “November 2024 Valuation”) for purposes of determining a fair value for the December 9, 2024 awards. For more
information on the November 2024 Valuation, please refer to the Prior Letter. For awards made after December 31, 2024, the Company intends to use a straight-line methodology to interpolate the increase from the December 2024 Valuation and the
midpoint of the Preliminary Price Range. The Company believes that the linear interpolation methodology provides a reasonable basis for the valuation of its Common Stock for financial reporting purposes as the Company did not identify any single
event that occurred subsequent to the December 2024 Valuation Report and prior to the most recent equity grant on February 10, 2025 that would have caused a material change in the fair value of the Common Stock.

The following are the key considerations in determining the value of the Common Stock based on a linear interpolation between the December
2024 Valuation Report, which determined a fair value of $951.21 per share for the Common Stock, and the midpoint of the Preliminary Price Range in determining the fair value for computing stock-based compensation expense as of each date subsequent
to December 31, 2024 when the Company granted equity awards during the Review Period.

 CONFIDENTIAL TREATMENT
REQUESTED BY COREWEAVE, INC.

 COREWEAVE-2

 December 31, 2024 Valuation

For the December 2024 Valuation, management used the probability weighted expected return method (“PWERM”) in order to
account for various potential future exit scenarios for the Company. The two scenarios considered within the PWERM were (i) an IPO scenario weighted 90% in which allocation was performed under the market approach based on the present value of
equity under the IPO scenario, and (ii) a sale/stay private scenario weighted at 10% performed under an OPM scenario. Given the proximity to the IPO, the Company applied a discount for lack of marketability of 5.0% to both the IPO and sale/stay
private scenarios. The total weight provided to the PWERM was 50%. Management also considered the relevance of the tender offer that closed in November 2024 (the “November 2024 Tender Offer”) and weighted this at 40% given
the proximity of close compared to the December 2024 Valuation report date. Additionally, 10% weighting was applied to the weighted average price from private transactions from November 15, 2024 through December 31, 2024.

January 6, January 17, February 8, and February 10, 2025 RSU Grants

To determine the fair value of the Common Stock for the RSUs granted subsequent to December 31, 2024 for financial reporting purposes, the
Company considered the December 31, 2024 Valuation Report and the Preliminary Price Range, which was determined on March 2, 2025 based on discussions between the Company and its lead underwriters for the IPO.

During the period between the December 2024 Valuation and the determination of the Preliminary Price Range, the Company continued to
experience accelerated demand and favorable market reaction to its products, new technology offerings, and international expansion, which resulted in an increase in revenue. Additionally, the Company benefited from the macro-economic tailwinds
relating to heightened interest in Artificial Intelligence (“AI”) and investment in cloud infrastructure providers that are key in supporting AI-centric growth and demand.

The Company considered various factors, achievements, and milestones as described below but determined that none, individually or
collectively, were significant enough to justify more than a ratable valuation increase during the Review Period. As such, the Company used a straight-line interpolation between the fair value per share of Common Stock per the December 2024
Valuation Report and the midpoint of the Preliminary Price Range to determine the fair value of underlying Common Stock at each of the grant dates for financial reporting purposes (as reflected in the “Summary of Restricted Stock Unit
Grants” table above).

 Preliminary Price Range

The Company advises the Staff that it preliminarily estimates a price range of approximately $[***] to $[***] per share (the
“Preliminary Price Range”) for the proposed initial public offering (“IPO”). The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on factors outside of the Company’s control, including then-current market conditions,
continuing discussions with the underwriters for the IPO, and further business developments regarding the Company. The Company supplementally advises the Staff that, before commencing marketing efforts for the Company’s initial public offering,
the Company anticipates that it will affect a forward stock split; however, no decision with regards to any such potential forward stock split, including the split ratio, has been made as of the date hereof. Based on preliminary discussions with its
underwriters, the Company anticipates to effect a [***]-for-[***] forward stock split. If such split is implemented, on a post-split basis the Preliminary Price Range would be $[***] to $[***] per share.

 CONFIDENTIAL TREATMENT
REQUESTED BY COREWEAVE, INC.

 COREWEAVE-3

 Comparison of Most Recent Valuation and the Preliminary Price Range

As is typical in initial public offerings, the Preliminary Price Range was not derived using a formal determination of fair value, but was
determined based on discussions between the Company and the underwriters. Prior to March 2, 2025, the Company and the underwriters had not had any specific discussions regarding the Preliminary Price Range. Among the factors that were
considered in setting the Preliminary Price Range were the following:

•

 the general conditions of the securities market and the recent market prices of, and the demand for, publicly
traded common stock of comparable companies;

•

 the Company’s financial condition and prospects;

•

 feedback from investors from
“testing-the-waters” meetings, which were last held during the week of February 24, 2025;

•

 estimates of business potential and earnings prospects for the Company and the industry in which it operates; and

•

 valuation metrics for and recent performance of peer comparable companies in the AI and AI cloud infrastructure
sector.

 The Company believes that the difference between the fair value of its Common Stock as of December 31,
2024 of $951.21 per share and the Preliminary Price Range of $[***] to $[***] per share is the result of the factors above and the following factors and positive developments with respect to the Company’s business that occurred subsequent to
December 31, 2024, the date of the Company’s most recent determination of the fair value of its Common Stock.

•

 The Preliminary Price Range is based only upon a scenario in which the Company completes the IPO and is not
probability weighted, in contrast to the Company’s prior valuations of its Common Stock, which considered multiple potential outcomes, which would result in a lower valuation of the Common Stock than its IPO. In the December 2024 Valuation, the
probability weighting of the IPO scenario was 90%. If the Company had instead applied a weighting of 100% to the IPO scenario, the fair value of the Common Stock in the December 2024 Valuation would have been $1,032.18 per share (before giving
effect to any discount for lack of marketability or time value of money), which is [***]% above the low end of the Preliminary Price Range and only [***]% below the midpoint of the Preliminary Price Range.

•

 The Preliminary Price Range necessarily assumes that the IPO has occurred and that a public market for the Common
Stock has been created, and, therefore, excludes any discount for lack of marketability of the Common Stock or impact of the time value of money, which were appropriately taken into account in the December 2024 Valuation. Without a discount for lack
of marketability in the December 2024 Valuation, the fair value of the Common Stock in the December 2024 Valuation would have been $1,009.83 per share, which is [***]% above the low end of the Preliminary Price Range and only [***]% below the
midpoint of the Preliminary Price Range.

•

 The Preliminary Price Range assumes the conversion of all of the Company’s outstanding preferred stock. The
Company’s preferred stock currently has substantial economic rights and preferences over the Common Stock. Upon the closing of the IPO, all outstanding shares of the Company’s preferred stock will convert into Common Stock, thus
eliminating the majority of superior rights and preferences of the preferred stock as compared to the Common Stock.

•

 Since December 31, 2024, the Company has taken several steps towards the completion of an IPO, including
completing its audit for the year ended December 31, 2024 and publicly filing the Registration Statement with the Commission on March 3, 2025. Between December 31, 2024 and the date of this letter, the Company also continued to add to
its leadership team and Board, including appointing two additional independent Board members.

•

 On February 26, 2025, the Company announced a $1.2 billion expansion with Core Scientific. The
agreement increases CoreWeave’s total contract HPC infrastructure with Core Scientific to about 590 MW. This agreement supports the Company’s growing need for infrastructure to support NVIDIA GPU operations.

•

 Since December 31, 2024, the Company held many “testing-the-waters” meetings, the latest of which were held during the week of February 24, 2025, at which the Company received positive feedback from potential investors.

 CONFIDENTIAL TREATMENT
REQUESTED BY COREWEAVE, INC.

 COREWEAVE-4

•

 The Company entered into a definitive agreement to acquire

CORRESP
1
filename1.htm

CORRESP

 March 3, 2025

 VIA
EDGAR AND ELECTRONIC TRANSMISSION

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, NE

 Washington, DC 20549

Attention:
 Uwem Bassey

 
 Jeff Kauten

 
 Brittany Ebbertt

 
 Kathleen Collins

Re:
 CoreWeave, Inc.

 
 Amendment No. 2 to Draft Registration Statement on Form
S-1

 
 Submitted February 11, 2025

 
 CIK No. 0001769628

Ladies and Gentlemen:

 We are
submitting this letter on behalf of CoreWeave, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) contained in the Staff’s letter dated February 24, 2025 (the “Letter”), regarding the Company’s Amendment No. 2 to Draft Registration Statement on Form S-1 (CIK No. 0001769628) confidentially submitted by the Company to the Commission on February 11, 2025 (the “Draft Registration Statement”). Concurrently herewith, we are filing a
copy of the Company’s Registration Statement on Form S-1 (the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Letter and the
Staff’s comments are presented in bold italics.

 In addition to addressing the comments raised by the Staff in the Letter, the
Company has revised the Registration Statement to update certain other disclosures. Capitalized terms used and not otherwise defined herein have the same meanings as specified in the Registration Statement.

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.

 U.S. Securities and Exchange Commission

March 3, 2025

  Page
 2

 In response to the Staff’s comment, the Company has revised pages 19 to
20, 89 and 92 of the Registration Statement.

 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.

In response to the Staff’s comment, the Company has revised page F-25 of the Registration
Statement to disclose more specific durations over which the Company expects to recognize revenue related to its remaining performance obligations.

* * * * * * *

 2

 U.S. Securities and Exchange Commission

March 3, 2025

  Page
 3

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (415) 875-2432, or in my absence, Ran Ben-Tzur at (650) 335-7613.

 Sincerely,

     

 /s/ Michael Brown

 Michael Brown

 Partner

 FENWICK & WEST LLP

 cc:

 Michael
Intrator, Chief Executive Officer and President

 Nitin Agrawal, Chief Financial Officer

Kristen McVeety, Esq., General Counsel and Corporate Secretary

CoreWeave, Inc.

 Ran Ben-Tzur, Esq.

 Jennifer Hitchcock, Esq.

Aman Singh, Esq.

 Fenwick & West LLP

 Richard A. Kline, Esq.

Keith L. Halverstam, Esq.

 Latham &
Watkins LLP

 3

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

February 5, 2025
Michael Intrator
Chief Executive Officer
CoreWeave, Inc.
101 Eisenhower Parkway, Suite 106
Roseland, NJ 07068
Re:CoreWeave, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted January 22, 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 January 13, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary
Summary Consolidated Financial Data, page 20
1.We note your revised footnote disclosure in response to prior comment 7. Further
revise to include separate line-item adjustments in the reconciliations of the pro
forma numerator and denominator for the vesting and settlement of stock-based
compensation associated with the RSUs, as applicable. In addition, revise footnote (2)
to the per share table on page 21 to include a cross reference to the calculations of
basic and diluted net income (loss) attributable to common stockholders in Note 13 to
your financial statements.

February 5, 2025
Page 2
Non-GAAP Financial Measures, page 23
2.We note your revised disclosures and response to prior comment 16. Please further
revise here to present GAAP net loss margin prior to the non-GAAP measure
Adjusted EBITDA margin.
Risk Factors
We have a limited number of suppliers..., page 25
3.Please quantify your supplier concentration for the periods presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Attractive Unit Economics, page 94
4.We note your revised disclosure and response to prior comment 15. Please further
revise to clarify, if true, that the revenue used to calculate average annualized revenue
per GPU includes only committed contract revenue, or otherwise clarify which
revenue is included in this calculation.
Notes to Consolidated Financial Statements
Note 1. Overview and Summary of Significant Accounting Policies
Revenue Recognition, page F-20
5.We note your revised disclosures on page F-21 in response to prior comment 27.
Please further revise to include a discussion of what is included within variable
consideration as provided in your response.
Note 2. Revenue
Remaining Performance Obligations, page F-26
6.We note your revised disclosures in response to prior comment 28 where you state
that substantially all of the remainder of the remaining performance obligations
(RPOs) will be recognized over the next 36 months. Please tell us the percentage of
RPOs that will be recognized in years three, four and five. To the extent the majority
of your contracts have terms of up to three years, revise your disclosures on page F-20
where you refer to committed contract terms as ranging from two to five years to
clarify as such.

February 5, 2025
Page 3
            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

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