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