CoreWeave Inc-A美股招股说明书(2025-09-26版)

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Core Scientific, Inc.: You are cordially invited to attend a special meeting (including any adjournments or postponements thereof,which we refer to as the “Special Meeting”) of stockholders of Core Scientific, Inc., a Delaware corporation(“CoreScientific”), to be held virtually via live webcast on October 30, 2025 beginning at 10:00 a.m., EasternTime (unless the Special Meeting is adjourned or postponed). Core Scientific stockholders who pre-registerfollowing the instructions in the enclosed proxy statement/prospectus will be able to virtually attend and vote atthe Special Meeting by visiting www.virtualshareholdermeeting.com/CORZ2025SM, which we refer to as the“Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosedproxy statement/prospectus to “present” or “presence” will mean virtually present at the Special Meeting, and to“attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means. At the Special Meeting, you will be asked to consider and vote on (a)a proposal to adopt the Agreement andPlan of Merger, dated as of July7, 2025 (as it may be amended from time to time, the “Merger Agreement”), byand among Core Scientific, CoreWeave, Inc., a Delaware corporation (“CoreWeave”) and Miami Merger SubI,Inc., a Delaware corporation and a wholly owned subsidiary of CoreWeave (“Merger Sub”) pursuant to whichand subject to the terms and conditions set forth therein, Merger Sub will merge with and into Core Scientific (the“Merger”), with Core Scientific continuing as the surviving company in the Merger and as a wholly ownedsubsidiary of Parent (the “Merger Agreement Proposal”) and (b)a proposal to approve, on a non-binding advisorybasis, the compensation that may be paid or become payable to Core Scientific’s named executive officers that isbased on or otherwise related to the Merger Agreement and the transactions contemplated by the MergerAgreement (the “Advisory Compensation Proposal”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time, by virtue of theMerger, each share of Core Scientific common stock, par value $0.00001 per share (“Core Scientific commonstock”) (other than each share of Core Scientific common stock held in treasury or held or owned by CoreScientific, CoreWeave or Merger Sub immediately prior to the effective time (collectively, the “excludedshares”)), outstanding immediately prior to the effective time will be cancelled and converted into the right toreceive 0.1235 fully paid and non-assessable shares of ClassA common stock of CoreWeave, par value$0.000005 per share (“CoreWeave common stock”) (such number of shares, the “exchange ratio,” and suchconsideration, the “Share Consideration”). No fractional shares of CoreWeave common stock will be delivered toany holder of shares of Core Scientific common stock upon completion of the Merger. Instead, all fractionalshares of CoreWeave common stock that a holder of shares of Core Scientific common stock would otherwise beentitled to receive as a result of the Merger will be aggregated and, if a fractional share results from suchaggregation, such holder will be entitled to receive the cash proceeds from the sale of such fractional share by theexchange agent in the Merger (“the exchange agent”) for the account of such holder, without interest and subjectto any applicable withholding taxes (together with the Share Consideration, the “Merger Consideration”), inaccordance with the Merger Agreement. Core Scientific’s board of directors (the “Core Scientific board”) has unanimously approved the MergerAgreement and recommends that Core Scientific’s stockholders vote in favor of adopting the Merger Agreement. Based on CoreWeave’s closing stock price on September 25, 2025, the most recent practicable date forwhich such information was available, the Merger Consideration represented approximately $15.64 in impliedvalue per share of Core Scientific common stock, which represents a premium of approximately 27.2% over theclosing price of the Core Scientific common stock on June25, 2025, the last trading day prior to media reportsthat Core Scientific and CoreWeave were in merger discussions. The value of the Merger Consideration to bereceived in exchange for each share of Core Scientific common stock will fluctuate with the market value ofCoreWeave common stock until the Merger is complete. Core Scientific common stock is listed on The NasdaqGlobal Select Market (the “Nasdaq”) under the symbol “CORZ”. CoreWeave common stock is listed on theNasdaq under the symbol “CRWV”. CoreScientific and CoreWeave cannot complete the Merger without adoption of the MergerAgreement by the affirmative vote of holders of a majority of the outstanding shares of Core Scientificcommon stock as of the Core Scientific record date and entitled to vote thereon. The failure by a