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

10.    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
 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