CoreWeave Inc-A美股招股说明书(2025-03-31版)

PROSPECTUS ClassA Common Stock This is the initial public offering of shares of ClassA common stock of CoreWeave, Inc. We are offering 36,590,000 shares of our ClassA common stock and the selling stockholders identified in thisprospectus are offering 910,000 shares of our ClassA common stock in this offering. Prior to this offering, there has been no public market for our ClassA common stock. We will not receive any proceeds from the sale of shares of Class A common stock by any of the selling stockholders.The initial public offering price per share of our ClassA common stock is $40.00 per share. We have been approved to list our ClassA common stock on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CRWV.” Following this offering, we will have three series of authorized common stock, ClassA common stock, ClassB common stock, and Class C common stock. The rights of the holders of our ClassA commonstock, ClassB common stock, and Class C common stock are identical, except with respect to voting and conversion rights. Each share of our ClassA common stock is entitled to one vote per share. Eachshare of our ClassB common stock is entitled to ten votes per share and, subject to the satisfaction of certain conditions as described herein, is convertible into one share of our ClassA common stock.Each share of Class C common stock will be entitled to no votes and, subject to the satisfaction of certain conditions as described herein, is convertible into one share of our Class A common stock.Immediately following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any, Michael Intrator, ourco-founder,Chief Executive Officer, President, and Chairman of our board of directors, will hold approximately 37.5% of the voting power of our outstanding capital stock, Brian Venturo, ourco-founder,ChiefStrategy Officer and a member of our board of directors, will hold approximately 23.5% of the voting power of our outstanding capital stock, and Brannin McBee, ourco-founderand Chief DevelopmentOfficer, will hold approximately 19.0% of the voting power of our outstanding capital stock. Mr.Intrator, Mr.Venturo, and Mr.McBee are ourCo-Foundersand collectively will hold approximately 79.9%of the voting power of our outstanding capital stock immediately following the completion of this offering. As a result, following this offering, ourCo-Founders,together, may have significant influenceover the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. We will be treated as an “emerging growth company” as defined under the federal securities laws for certain purposes until we complete this offering. As such, in this prospectus we have taken advantageof certain reduced disclosure obligations that apply to emerging growth companies. Investing in our ClassA common stock involves risks. See the section titled “Risk Factors” beginning on page 27 to read about factors you should consider before buying shares of our ClassA commonstock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering price Underwriting discounts and commissions(1)Proceeds, before expenses, to us Proceeds, before expenses, to Selling Stockholders (1)See the section titled “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the underwriters. The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional 5,625,000 shares of our ClassA common stock from us to cover over-allotments,if any, at the initial public offering price less underwriting discounts and commissions. At our request, the underwriters have reserved up to 1,875,000 shares of our Class A common stock, or 5% of the shares offered by this prospectus, for sale at the initial public offering price through adirected share program to our current employees, including management, other service providers, and other individuals and entities as determined by certain of our authorized officers. For moreinformation on our directed share program, see the section titled “Underwriting (Conflicts of Interest)—Directed Share Program.” The underwriters expect to deliver the shares of our ClassA common stock to purchasers on or about March 31, 2025. GOLDMANSACHS&CO.LLC GUGGENHEIMSECURITIESNEEDHAM&COMPANYProspectus dated March 27, 2025 Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS Pageii12786888990919497132167179191202PageDESCRIPTION OF MATERIAL INDEBTEDNESS208DESCRIPTION OF CAPITAL STOCK217SHARES ELIGIBLE FOR FUTURE SALE228MATERIAL U.S. FEDERAL INCOME TAXCONSIDERATIONS FORNON-U.S.HOL