IPO and Stock Offering - CoreWeave, Inc. is offering 49,000,000 shares of Class A common stock, with 47,178,660 shares offered by the company and 1,821,340 shares by selling stockholders[10]. - The expected initial public offering price per share is between $47.00 and $55.00, which would raise approximately $2.2 billion to $2.7 billion if all shares are sold at the midpoint[11]. - Following the offering, Michael Intrator will hold approximately 37.0% of the voting power, while co-founders will collectively hold about 79.0% of the voting power of the outstanding capital stock[13]. - The underwriters have the option to purchase up to an additional 7,350,000 shares to cover over-allotments[17]. - CoreWeave has applied to list its Class A common stock on Nasdaq under the symbol "CRWV"[12]. - The offering is contingent upon final approval of the listing on Nasdaq[12]. - The company will not receive any proceeds from the sale of shares by selling stockholders[11]. - Up to 2,450,000 shares, or 5% of the offering, are reserved for sale to current employees through a directed share program[18]. - The estimated net proceeds from the sale of Class A common stock are approximately $2.3 billion, or $2.7 billion if the underwriters' over-allotment option is fully exercised[143]. - Approximately $1.0 billion of the net proceeds will be used to repay the entire outstanding amount under the 2024 Term Loan Facility[144]. - The company will issue shares to OpenAI valued at $350 million, contingent upon the completion of the offering, equating to approximately 6,862,745 shares at an assumed IPO price of $51.00[140]. - After the offering, the total outstanding shares will be 473,480,931, or 480,830,931 if the underwriters exercise their over-allotment option in full[142]. - The co-founders will collectively hold approximately 79.0% of the voting power of the outstanding capital stock immediately following the offering[148]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure obligations until December 31, 2025[137]. - The underwriters have a 30-day option to purchase up to an additional 7,350,000 shares of Class A common stock to cover over-allotments[140]. Business Model and Market Opportunity - CoreWeave's business model focuses on providing AI infrastructure and services, leveraging high-performance computing capabilities[39]. - The total spending on AI infrastructure is projected to reach approximately $399 billion by 2028, indicating a massive market opportunity for CoreWeave[79]. - The total addressable market for AI infrastructure is projected to grow from approximately $79 billion in 2023 to approximately $399 billion by 2028, representing a CAGR of 38%[122]. - Microsoft is the largest customer, and its future committed contract revenues will represent less than 50% of the expected total when combined with up to $11.55 billion from a Master Services Agreement with OpenAI[88]. - The company emphasizes the importance of a purpose-built AI cloud platform to meet the high-performance requirements of AI workloads[79]. - CoreWeave's platform is designed to deliver significant time and cost savings through orchestration, automation, and monitoring capabilities[83]. - The company collaborates with leading chipmakers and software providers to enhance its infrastructure and service offerings[87]. Financial Performance - Revenue for the years ended December 31, 2022, 2023, and 2024 was $16 million, $229 million, and $1.9 billion, representing year-over-year growth of 1,346% and 737% respectively[91]. - Cumulative increase of approximately $7.8 billion in committed spend from top five contract customers, representing a multiple of approximately 4x on initial contract value[90]. - Net loss for the years ended December 31, 2022, 2023, and 2024 was $31 million, $594 million, and $863 million respectively[91]. - Adjusted net loss for the years ended December 31, 2022, 2023, and 2024 was $27 million, $45 million, and $65 million respectively[91]. - Revenue for the year ended December 31, 2024, reached $1,915,426,000, a significant increase from $228,943,000 in 2023, representing a growth of approximately 736%[165]. - Total operating expenses for 2024 were $1,591,068,000, compared to $243,394,000 in 2023, indicating an increase of about 554%[165]. - The net loss attributable to common stockholders for 2024 was $937,765,000, compared to a net loss of $593,748,000 in 2023, reflecting a worsening of approximately 58%[165]. - Adjusted EBITDA is projected to increase from $(9,884) thousand in 2022 to $1,219,258 thousand in 2024, reflecting a substantial improvement in operational performance[175]. - The company anticipates a pro forma net loss per share attributable to common stockholders of $(2.33) for the year ended December 31, 2024, based on a weighted-average share count of 404,407[168]. - Total stockholders' equity is expected to improve from a deficit of $(413,598) thousand in 2024 to $2,784,006 thousand on a pro forma adjusted basis[168]. Infrastructure and Technology - CoreWeave's platform supports over 250,000 GPUs across 32 data centers, with a total contracted power of approximately 1.3 GW as of December 31, 2024[86]. - The company raised total commitments of $12.9 billion in debt to support the development of its platform as of December 31, 2024[87]. - CoreWeave's NVIDIA H100 Tensor Core GPU training cluster completed the MLPerf benchmark test in eleven minutes, which is 29 times faster than the next best competitor[82]. - CoreWeave Cloud Platform offers up to approximately 20% improvement in system MFU over comparative benchmark MFU performance[115]. - CoreWeave set an MLPerf record that was 29 times faster than competitors in 2023[115]. - Customers can obtain the latest GPU technologies at scale, with deployment of new chips in as little as two weeks from receipt from OEM partners[116]. - CoreWeave's infrastructure is optimized to run AI workloads, delivering data read speeds of up to 2GB per second per GPU[115]. - The company has a track record of being among the first to market with cutting-edge infrastructure technology, including NVIDIA H100 and H200 clusters[116]. - The company operates 32 active purpose-built data centers with over 250,000 GPUs as of December 31, 2024[10]. - The company has secured more than 360 MW of active power and approximately 1.3 GW of total contracted power as of December 31, 2024[10]. - The company plans to integrate Weights & Biases' capabilities into its CoreWeave Cloud Platform to enhance customer access and functionality[126]. Risks and Challenges - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce accurate financial statements[129]. - The company is facing risks due to reliance on a limited number of suppliers, which could lead to increased costs and operational difficulties[184]. - The global energy market is experiencing inflation and volatility, which could materially affect the company's financial forecasting and operating results[195]. - The company may need to allocate substantial resources to build or upgrade data centers to handle increased customer usage, which could strain financial resources[186]. - Any disruption in the supply chain, including geopolitical factors, could adversely affect the availability of critical components like GPUs[188]. - The company has no long-term contracts with suppliers, exposing it to potential price increases and supply interruptions[185]. - The occurrence of power outages or shortages could significantly impact the company's ability to operate its data centers and meet customer demands[191]. - The company may develop its own data centers in the future, which could lead to unforeseen complexities and increased project costs[200]. - The reliance on third-party data centers introduces risks related to service disruptions and inadequate support, which could negatively impact performance[196]. - The company may incur additional costs if it does not accurately anticipate the data center capacity required by customers, leading to potential inefficiencies[198]. Future Plans and Strategy - The company plans to retain all available funds and future earnings for business operations and does not intend to pay dividends in the foreseeable future[154]. - The company aims to expand internationally to meet growing demand for AI applications and solutions[126]. - The company aims to expand its customer base and increase sales to existing customers, which is critical for sustaining revenue growth[179]. - The company is focused on developing new solutions and services to optimize its platform and maintain technological leadership[179]. - Stock-based compensation expense is expected to rise significantly from $1,490 thousand in 2022 to $31,487 thousand in 2024, reflecting increased investment in talent[1].
CoreWeave(CRWV) - Prospectus