M&A - CoreWeave, Inc.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325008496

Filing Summary: CoreWeave, Inc. announced a significant development on July 7, 2025, revealing that it has entered into an Agreement and Plan of Merger with Core Scientific, another Delaware-based corporation. This transaction highlights CoreWeave's intentions to merge with Core Scientific, where both companies will file relevant documents with the U.S. Securities and Exchange Commission (SEC). CoreWeave will submit a registration statement on Form S-4 which will include a proxy statement of Core Scientific that also functions as a prospectus for CoreWeave.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000095010325008492

Filing Summary: On July 7, 2025, CoreWeave, Inc. entered into an Agreement and Plan of Merger with Core Scientific, Inc. A joint press release was issued announcing this significant merger agreement. The registration statement on Form S-4, including a proxy statement of Core Scientific that also constitutes a prospectus of CoreWeave, will be filed with the SEC. CoreWeave and Core Scientific will provide relevant materials to their stockholders. Investors are urged to read these documents carefully as they contain important information regarding the transaction. The press release states that the merger aims to enhance business and operational synergies, with a focus on future growth and expansion in the high-performance computing sector. The merger is subject to regulatory approvals and stockholder approval, and factors that could affect the completion of the merger are discussed, including potential legal challenges and economic conditions that may impact operations. Furthermore, the document outlines forward-looking statements relating to the anticipated benefits and risks associated with the merger. Interested stakeholders can access the relevant SEC filings and additional details via the websites provided.

Form Type: 8-K/A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000095010325008526

Filing Summary: On July 7, 2025, CoreWeave, Inc. filed an amendment to its previous Form 8-K to provide a detailed summary of a Merger Agreement with Core Scientific, Inc. The agreement includes the merger of Miami Merger Sub I, Inc. (wholly owned subsidiary of CoreWeave) with Core Scientific, leading to Core Scientific becoming a wholly owned subsidiary of CoreWeave. Shareholders of Core Scientific will receive 0.1235 shares of CoreWeave’s Class A common stock for each share they own. Various stock options and restricted stock units will also be converted to equivalent shares of CoreWeave’s stock based on defined exchange ratios. The merger is subject to customary closing conditions, including shareholder approval and regulatory clearances. Specific conditions outline potential termination rights for both parties, including a $270 million termination fee in scenarios involving changes in recommendations or superior proposals. The transaction results in significant changes to stock holdings for specified individuals and regular shareholders of Core Scientific. Relevant documents concerning the transaction will be filed with the SEC for further investor information.

Form Type: CORRESP

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525047504

Filing Summary: On March 5, 2025, CoreWeave, Inc. submitted a letter to the SEC detailing the fair values of its Class A Common Stock as part of their registration statement (File No. 333-285512) originally confidentially submitted on December 16, 2024 and publicly filed on March 3, 2025. The document requests confidential treatment for certain information regarding Restricted Stock Units (RSUs) granted from December 9, 2024, through March 5, 2025, and discusses the fair value determinations based on various factors including third-party valuations and the company's market position. The RSUs granted during this period were detailed with specific grant dates and fair values per share. Additionally, the company indicated its intention to conduct a forward stock split and noted preliminary price ranges for an upcoming IPO. A definitive agreement was referenced concerning an acquisition that would be primarily paid in 1.0 million shares of Common Stock, aimed at enhancing the company’s platform and revenue growth. Overall, the letter outlines the company’s progress toward going public, including positive investor feedback and favorable market conditions relating to AI and cloud infrastructure, all deemed necessary to establish appropriate fair values for its Common Stock.