XML 46 R2.htm IDEA: XBRL DOCUMENT
v3.25.2

Offerings | Sep. 17, 2025 USD ($) shares $ / shares
--- | ---
Offering: 1 |
Offering: |
Fee Previously Paid | false
Other Rule | true
Security Type | Equity
Security Class Title | Class A common stock, par value $0.000005 per share
Amount Registered | shares | 5,195,397
Maximum Aggregate Offering Price | $ 653,670,341.42
Fee Rate | 0.01531%
Amount of Registration Fee | $ 100,076.93
Rule 457(f) | true
Amount of Securities Received | shares | 42,090,814
Value of Securities Received, Per Share | $ / shares | 15.53
Value of Securities Received | $ 653,670,341.42
Fee Note MAOP | $ 653,670,341.42
Offering Note |
(1) | Represents the estimated maximum number of shares of Class A common stock, par value $0.000005 per share, of CoreWeave, Inc., a Delaware corporation (“CoreWeave” and such shares, the “CoreWeave common stock”), issuable in connection with the proposed merger of Miami Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of CoreWeave, with and into Core Scientific, Inc., a Delaware corporation (“Core Scientific”), with Core Scientific continuing as the surviving company and as a wholly owned subsidiary of CoreWeave (the “Merger”). Consists of, based on the exchange ratio of 0.1235 shares of CoreWeave common stock per common stock, par value $0.00001 per share, of Core Scientific (the “Core Scientific common stock”), in each case with respect to outstanding Core Scientific shares or securities convertible into Core Scientific shares, and Tranche 1 Warrants and Tranche 2 Warrants, outstanding as of September 11, 2025: (i) 58,296,250 shares of CoreWeave common stock to be issued, in exchange for (a) 306,833,449 shares of Core Scientific common stock, (b) 288,460 shares of Core Scientific common stock reserved for disputed claims in connection with the Fourth Amended Joint Chapter 11 Plan of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) filed with the United States Bankruptcy Court for the Southern District of Texas by Core Scientific and certain of its affiliates, (c) an estimated maximum of 6,553,528 shares of Core Scientific common stock underlying certain Core Scientific restricted stock unit awards (whether vested or unvested), (d) an estimated maximum of 7,088,694 shares of Core Scientific common stock underlying certain Core Scientific performance stock unit awards (whether vested or unvested), (e) an estimated maximum of 48,004 shares of Core Scientific common stock underlying in-the-money Core Scientific options that may be exercised prior to the closing of the Merger pursuant to the formula set forth in the Merger Agreement, assuming that the Per Company Share Price (as defined in the Merger Agreement) is $13.24, which is based on the average of the volume weighted averages of the trading prices of CoreWeave common stock (as reported by Bloomberg L.P.) on each of the five consecutive trading days ending on (and including) September 11, 2025 and (f) 41,825,776 shares of Core Scientific common stock reserved for issuance upon the conversion of Core Scientific’s 3.00% Convertible Senior Notes due 2029, (ii) 12,032,877 shares of CoreWeave common stock issuable upon exercise of New Tranche 1 Warrants (as defined in the Warrant Agreement, dated as of January 23, 2024, by and between Core Scientific and Computershare Inc. and its affiliate, Computershare Trust Company, N.A. (the “Warrant Agreement”)) to purchase shares of CoreWeave common stock issued in exchange for Tranche 1 Warrants (as defined in the Warrant Agreement) to purchase shares of Core Scientific common stock and (iii) 1,480,409 shares of CoreWeave common stock issuable upon exercise of New Tranche 2 Warrants (as defined in the Warrant Agreement) to purchase shares of CoreWeave common stock issued in exchange for Tranche 2 Warrants (as defined in the Warrant Agreement) to purchase shares of Core Scientific common stock. 53,100,853 shares of CoreWeave common stock were previously registered on Form S-4 filed by CoreWeave on August 20, 2025 and 5,195,397 shares are being registered herein.
(2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price $653,670,341.42 is (x) the average of the high and low prices of Core Scientific common stock as reported on Nasdaq on September 12, 2025 ($15.53) multiplied by (y) the maximum number of shares of Core Scientific common stock (42,090,814) to be exchanged for shares of CoreWeave common stock upon completion of the Merger.
Offering: 2 |
Offering: |
Fee Previously Paid | false
Other Rule | true
Security Type | Equity
Security Class Title | New Tranche 1 Warrants to purchase CoreWeave common stock
Fee Rate | 0.01531%
Amount of Registration Fee | $ 0
Offering Note |
(3) | Consists of CoreWeave New Tranche 1 Warrants to purchase shares of CoreWeave common stock issued in the Merger in exchange for Tranche 1 Warrants to purchase shares of Core Scientific common stock. The registration fee with respect to the CoreWeave New Tranche 1 Warrants has been allocated to the underlying shares of CoreWeave common stock issuable upon exercise of such New Tranche 1 Warrants, as described in footnote (1). Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Offering: 3 |
Offering: |
Fee Previously Paid | false
Other Rule | true
Security Type | Equity
Security Class Title | New Tranche 2 Warrants to purchase CoreWeave common stock
Fee Rate | 0.01531%
Amount of Registration Fee | $ 0
Offering Note |
(4) | Consists of CoreWeave New Tranche 2 Warrants to purchase shares of CoreWeave common stock issued in the Merger in exchange for Tranche 2 Warrants to purchase shares of Core Scientific common stock. The registration fee with respect to the CoreWeave New Tranche 2 Warrants has been allocated to the underlying shares of CoreWeave common stock issuable upon exercise of such New Tranche 2 Warrants, as described in footnote (1). Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Offering: 4 |
Offering: |
Fee Previously Paid | true
Other Rule | true
Security Type | Equity
Security Class Title | Class A common stock, par value $0.000005 per share
Amount Registered | shares | 53,100,853
Maximum Aggregate Offering Price | $ 5,877,640,852.04
Fee Rate | 0.01531%
Amount of Registration Fee | $ 899,866.81
Rule 457(f) | true
Amount of Securities Received | shares | 429,966,412
Value of Securities Received, Per Share | $ / shares | 13.67
Value of Securities Received | $ 5,877,640,852.04
Fee Note MAOP | $ 5,877,640,852.04
Offering Note |
(1) | Represents the estimated maximum number of shares of Class A common stock, par value $0.000005 per share, of CoreWeave, Inc., a Delaware corporation (“CoreWeave” and such shares, the “CoreWeave common stock”), issuable in connection with the proposed merger of Miami Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of CoreWeave, with and into Core Scientific, Inc., a Delaware corporation (“Core Scientific”), with Core Scientific continuing as the surviving company and as a wholly owned subsidiary of CoreWeave (the “Merger”). Consists of, based on the exchange ratio of 0.1235 shares of CoreWeave common stock per common stock, par value $0.00001 per share, of Core Scientific (the “Core Scientific common stock”), in each case with respect to outstanding Core Scientific shares or securities convertible into Core Scientific shares, and Tranche 1 Warrants and Tranche 2 Warrants, outstanding as of September 11, 2025: (i) 58,296,250 shares of CoreWeave common stock to be issued, in exchange for (a) 306,833,449 shares of Core Scientific common stock, (b) 288,460 shares of Core Scientific common stock reserved for disputed claims in connection with the Fourth Amended Joint Chapter 11 Plan of Core Scientific, Inc. and its Affiliated Debtors (with Technical Modifications) filed with the United States Bankruptcy Court for the Southern District of Texas by Core Scientific and certain of its affiliates, (c) an estimated maximum of 6,553,528 shares of Core Scientific common stock underlying certain Core Scientific restricted stock unit awards (whether vested or unvested), (d) an estimated maximum of 7,088,694 shares of Core Scientific common stock underlying certain Core Scientific performance stock unit awards (whether vested or unvested), (e) an estimated maximum of 48,004 shares of Core Scientific common stock underlying in-the-money Core Scientific options that may be exercised prior to the closing of the Merger pursuant to the formula set forth in the Merger Agreement, assuming that the Per Company Share Price (as defined in the Merger Agreement) is $13.24, which is based on the average of the volume weighted averages of the trading prices of CoreWeave common stock (as reported by Bloomberg L.P.) on each of the five consecutive trading days ending on (and including) September 11, 2025 and (f) 41,825,776 shares of Core Scientific common stock reserved for issuance upon the conversion of Core Scientific’s 3.00% Convertible Senior Notes due 2029, (ii) 12,032,877 shares of CoreWeave common stock issuable upon exercise of New Tranche 1 Warrants (as defined in the Warrant Agreement, dated as of January 23, 2024, by and between Core Scientific and Computershare Inc. and its affiliate, Computershare Trust Company, N.A. (the “Warrant Agreement”)) to purchase shares of CoreWeave common stock issued in exchange for Tranche 1 Warrants (as defined in the Warrant Agreement) to purchase shares of Core Scientific common stock and (iii) 1,480,409 shares of CoreWeave common stock issuable upon exercise of New Tranche 2 Warrants (as defined in the Warrant Agreement) to purchase shares of CoreWeave common stock issued in exchange for Tranche 2 Warrants (as defined in the Warrant Agreement) to purchase shares of Core Scientific common stock. 53,100,853 shares of CoreWeave common stock were previously registered on Form S-4 filed by CoreWeave on August 20, 2025 and 5,195,397 shares are being registered herein.
(5) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price $5,877,640,852.04 is (x) the average of the high and low prices of Core Scientific common stock as reported on Nasdaq on August 14, 2025 ($13.67) multiplied by (y) the maximum number of shares of Core Scientific common stock (429,966,412) to be exchanged for shares of CoreWeave common stock upon completion of the Merger.
Offering: 5 |
Offering: |
Fee Previously Paid | true
Other Rule | true
Security Type | Equity
Security Class Title | New Tranche 1 Warrants to purchase CoreWeave common stock
Amount Registered | shares | 97,434,281
Fee Rate | 0.01531%
Amount of Registration Fee | $ 0
Offering Note |
(3) | Consists of CoreWeave New Tranche 1 Warrants to purchase shares of CoreWeave common stock issued in the Merger in exchange for Tranche 1 Warrants to purchase shares of Core Scientific common stock. The registration fee with respect to the CoreWeave New Tranche 1 Warrants has been allocated to the underlying shares of CoreWeave common stock issuable upon exercise of such New Tranche 1 Warrants, as described in footnote (1). Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Offering: 6 |
Offering: |
Fee Previously Paid | true
Other Rule | true
Security Type | Equity
Security Class Title | New Tranche 2 Warrants to purchase CoreWeave common stock
Amount Registered | shares | 12,406,445
Fee Rate | 0.01531%
Amount of Registration Fee | $ 0
Offering Note |
(4) | Consists of CoreWeave New Tranche 2 Warrants to purchase shares of CoreWeave common stock issued in the Merger in exchange for Tranche 2 Warrants to purchase shares of Core Scientific common stock. The registration fee with respect to the CoreWeave New Tranche 2 Warrants has been allocated to the underlying shares of CoreWeave common stock issuable upon exercise of such New Tranche 2 Warrants, as described in footnote (1). Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

X
- Definition Amount of securities to be received by the registrant (or cancelled upon issuance of securities to be registered on the form) + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 457 -Subsection f + Details
Name: | ffd_AmtSctiesRcvd
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegativeDecimal2ItemType
Balance Type: | na
Period Type: | duration

X
- Definition The amount of securities being registered. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_AmtSctiesRegd
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegativeDecimal2ItemType
Balance Type: | na
Period Type: | duration

X
- Definition Total amount of registration fee (amount due after offsets). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeeAmt
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative1TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeeNoteMaxAggtOfferingPric
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative100TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- Definition The rate per dollar of fees that public companies and other issuers pay to register their securities with the Commission. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeeRate
Namespace Prefix: | ffd_
Data Type: | dtr-types:percentItemType
Balance Type: | na
Period Type: | duration

X
- Definition Checkbox indicating whether filer is using a rule other than 457(a), 457(o), or 457(f) to calculate the registration fee due. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_FeesOthrRuleFlg
Namespace Prefix: | ffd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition The maximum aggregate offering price for the offering that is being registered. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_MaxAggtOfferingPric
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative100TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_OfferingNote
Namespace Prefix: | ffd_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition The title of the class of securities being registered (for each class being registered). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_OfferingSctyTitl
Namespace Prefix: | ffd_
Data Type: | ffd:securityTitleItemType
Balance Type: | na
Period Type: | duration

X
- Definition Type of securities: "Asset-backed Securities", "ADRs/ADSs", "Debt", "Debt Convertible into Equity", "Equity", "Face Amount Certificates", "Limited Partnership Interests", "Mortgage Backed Securities", "Non-Convertible Debt", "Unallocated (Universal) Shelf", "Exchange Traded Vehicle Securities", "Other" + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details
Name: | ffd_OfferingSctyTp
Namespace Prefix: | ffd_
Data Type: | ffd:securityTypeItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ffd_OfferingTable
Namespace Prefix: | ffd_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | ffd_PrevslyPdFlg
Namespace Prefix: | ffd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Checkbox indicating whether filer is using Rule 457(f) to calculate the registration fee due. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 457 -Subsection f + Details
Name: | ffd_Rule457fFlg
Namespace Prefix: | ffd_
Data Type: | xbrli:booleanItemType
Balance Type: | na
Period Type: | duration

X
- Definition Value of securities to be received by the registrant (or cancelled upon issuance of securities to be registered on the form) + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 457 -Subsection f + Details
Name: | ffd_ValSctiesRcvd
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegative100TMonetary2ItemType
Balance Type: | na
Period Type: | duration

X
- Definition Value per share of securities to be received by the registrant (or cancelled upon issuance of securities to be registered on the form). This is included in the explanation of 457(f) fee calculation. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 457 -Subsection f + Details
Name: | ffd_ValSctiesRcvdPerShr
Namespace Prefix: | ffd_
Data Type: | ffd:nonNegativeDecimal4lItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | ffd_OfferingAxis=1
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ffd_OfferingAxis=2
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ffd_OfferingAxis=3
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ffd_OfferingAxis=4
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ffd_OfferingAxis=5
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | ffd_OfferingAxis=6
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |