# Cerebras Systems Inc. | S-1 | Filed 2024-09-30 As filed with the U.S. Securities and Exchange Commission on September 30, 2024. Registration No. 333- | | | | | --- | --- | --- | | | | | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | | | | | --- | --- | --- | | | | | FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | | | | | --- | --- | --- | | | | | Cerebras Systems Inc. (Exact name of registrant as specified in its charter) > **Delaware** > > Delaware / Delaware / 3674 / 3674 / 3674 / 81-2256092 / 81-2256092 / 81-2256092 > > (State or other jurisdiction of incorporation or organization) ... (State or other jurisdiction of incorporation or organization) / (State or other jurisdiction of incorporation or organization) / (Primary Standard Industrial Classification Code Number) / (Primary Standard Industrial Classification Code Number) / (Primary Standard Industrial Classification Code Number) / (I.R.S. Employer Identification Number) / (I.R.S. Employer Identification Number) / (I.R.S. Employer Identification Number) 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | | | | | --- | --- | --- | | | | | Andrew D. Feldman Chief Executive Officer and President 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 (Name, address, including zip code, and telephone number, including area code, of agent for service) | | | | | --- | --- | --- | | | | | Copies to: > **Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600** > > Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 / Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 > > Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 ... Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 / Tad J. Freese Sarah B. Axtell Latham & Watkins LLP 140 Scott Drive Menlo Park, California 94025 (650) 328-4600 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Shirley X. Li General Counsel and Secretary Cerebras Systems Inc. 1237 E. Arques Avenue Sunnyvale, California 94085 (650) 933-4980 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 / Alan F. Denenberg Elizabeth W. LeBow Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. > **Large accelerated filer** > > Large accelerated filer / Large accelerated filer / ☐ / ☐ / ☐ / Accelerated filer / Accelerated filer / Accelerated filer / ☐ / ☐ / ☐ > > Non-accelerated filer ................... Non-accelerated filer / Non-accelerated filer / ☒ / ☒ / ☒ / Smaller reporting company / Smaller reporting company / Smaller reporting company / ☐ / ☐ / ☐ > Emerging growth company / Emerging growth company / Emerging growth company / ☒ / ☒ / ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o | | | | | --- | --- | --- | | | | | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. | | | | | --- | --- | --- | | | | | --- The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED               , 2024 PRELIMINARY PROSPECTUS ![cerebraslogoa.jpg](assets/cerebraslogoa.jpg) *cerebraslogoa.jpg*                         Shares Cerebras Systems Inc. Class A Common Stock $           per share | | | | | --- | --- | --- | | | | | This is the initial public offering of our Class A common stock and no public market currently exists for shares of our common stock. We are selling                 shares of our Class A common stock and the selling stockholders identified in this prospectus are selling an aggregate of                 shares of Class A common stock. We will not receive any proceeds from the sale of shares of Class A common stock by any of the selling stockholders. We currently expect the initial public offering price to be between $           and $           per share of our Class A common stock. We intend to grant the underwriters an option to purchase up to                 additional shares of our Class A common stock from us to cover over-allotments, if any, at the initial public offering price less the underwriting discount. We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol “CBRS.” | | | | | --- | --- | --- | | | | | Following completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class N common stock is non-voting and is convertible into one share of Class A common stock. See the section titled “Certain Relationships and Related Party Transactions” for additional information regarding issuances of our Class N common stock following the completion of this offering. | | | | | --- | --- | --- | | | | | We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. | | | | | --- | --- | --- | | | | | Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 20 to read about factors you should consider before deciding to invest in our Class A common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. | | | | | --- | --- | --- | | | | | > **Per Share** > > Per Share / Per Share / Total / Total / Total > > Initial public offering price ........... Initial public offering price / Initial public offering price / $ / $ > Underwriting discounts and commissions(1) ... Underwriting discounts and commissions(1) / Underwriting discounts and commissions(1) / $ / $ > Proceeds to us (before expenses) ........ Proceeds to us (before expenses) / Proceeds to us (before expenses) / $ / $ > Proceeds to selling stockholders (before expenses) ... Proceeds to selling stockholders (before expenses) / Proceeds to selling stockholders (before expenses) / $ / $ _______________ (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. The underwriters expect to deliver the shares to purchasers on or about                      , 2024 through the book-entry facilities of The Depository Trust Company. | | | | | --- | --- | --- | | | | | | --- | --- | --- | --- | --- | --- | | Citigroup | Citigroup | Citigroup | Barclays | Barclays | Barclays | > **UBS Investment Bank** > > UBS Investment Bank / UBS Investment Bank / Wells Fargo Securities / Wells Fargo Securities / Wells Fargo Securities > > UBS Investment Bank ..................... UBS Investment Bank / UBS Investment Bank / Wells Fargo Securities / Wells Fargo Securities / Wells Fargo Securities | --- | --- | --- | --- | --- | --- | | Mizuho | Mizuho | Mizuho | TD Cowen | TD Cowen | TD Cowen | > **Needham & Company** > > Needham & Company / Needham & Company / Craig-Hallum / Craig-Hallum / Craig-Hallum / Wedbush Securities / Wedbush Securities / Wedbush Securities / Rosenblatt / Rosenblatt / Rosenblatt / Academy Securities / Academy Securities / Academy Securities > > Needham & Company ....................... Needham & Company / Needham & Company / Craig-Hallum / Craig-Hallum / Craig-Hallum / Wedbush Securities / Wedbush Securities / Wedbush Securities / Rosenblatt / Rosenblatt / Rosenblatt / Academy Securities / Academy Securities / Academy Securities | | | | | --- | --- | --- | | | | |                             , 2024 --- ![covergraphic1a.jpg](assets/covergraphic1a.jpg) *covergraphic1a.jpg* --- ![covergraphic2a.jpg](assets/covergraphic2a.jpg) *covergraphic2a.jpg* --- ![covergraphic3a.jpg](assets/covergraphic3a.jpg) *covergraphic3a.jpg* --- ![covergraphic4a.jpg](assets/covergraphic4a.jpg) *covergraphic4a.jpg* --- ![covergraphic5a.jpg](assets/covergraphic5a.jpg) *covergraphic5a.jpg* --- TABLE OF CONTENTS > **Page / Page / Page** > > Prospectus Summary ...................... Prospectus Summary / Prospectus Summary / 1 / 1 / 1 > The Offering ............................ The Offering / The Offering / 12 / 12 / 12 > Summary Consolidated Financial Data ..... Summary Consolidated Financial Data / Summary Consolidated Financial Data / 15 / 15 / 15 > Risk Factors ............................ Risk Factors / Risk Factors / 20 / 20 / 20 > Special Note Regarding Forward-Looking Statements ... Special Note Regarding Forward-Looking Statements / Special Note Regarding Forward-Looking Statements / 66 / 66 / 66 > Market and Industry Data ................ Market and Industry Data / Market and Industry Data / 68 / 68 / 68 > Use of Proceeds ......................... Use of Proceeds / Use of Proceeds / 69 / 69 / 69 > Dividend Policy ......................... Dividend Policy / Dividend Policy / 71 / 71 / 71 > Capitalization .......................... Capitalization / Capitalization / 72 / 72 / 72 > Dilution ................................ Dilution / Dilution / 75 / 75 / 75 > Management’s Discussion and Analysis of Financial Condition and Results of Operations ... Management’s Discussion and Analysis of Financial Condition and Results of Operations / Management’s Discussion and Analysis of Financial Condition and Results of Operations / 79 / 79 / 79 > Business ................................ Business / Business / 102 / 102 / 102 > Management .............................. Management / Management / 130 / 130 / 130 > Executive and Director Compensation ..... Executive and Director Compensation / Executive and Director Compensation / 138 / 138 / 138 > Certain Relationships and Related Party Transactions ... Certain Relationships and Related Party Transactions / Certain Relationships and Related Party Transactions / 150 / 150 / 150 > Principal and Selling Stockholders .... Principal and Selling Stockholders / Principal and Selling Stockholders / 155 / 155 / 155 > Description of Capital Stock ............ Description of Capital Stock / Description of Capital Stock / 159 / 159 / 159 > Shares Eligible for Future Sale ......... Shares Eligible for Future Sale / Shares Eligible for Future Sale / 167 / 167 / 167 > Material U.S. Federal Income Tax Consequences to Non-U.S. Holders ... Material U.S. Federal Income Tax Consequences to Non-U.S. Holders / Material U.S. Federal Income Tax Consequences to Non-U.S. Holders / 172 / 172 / 172 > Underwriting ............................ Underwriting / Underwriting / 176 / 176 / 176 > Legal Matters ........................... Legal Matters / Legal Matters / 188 / 188 / 188 > Experts ................................. Experts / Experts / 188 / 188 / 188 > Where You Can Find Additional Information ... Where You Can Find Additional Information / Where You Can Find Additional Information / 188 / 188 / 188 > Index to Consolidated Financial Statements ... Index to Consolidated Financial Statements / Index to Consolidated Financial Statements / F- 1 / F- 1 / F- 1 | | | | | --- | --- | --- | | | | | Through and including                , 2024 (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade shares of our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. As used in this prospectus, unless the context otherwise requires, references to “Cerebras Systems,” “Cerebras,” the “company,” “we,” “us,” “our,” and similar terms refer to Cerebras Systems Inc. and, where appropriate, its subsidiaries, taken as a whole. i --- “Cerebras,” “Cerebras Systems,” the Cerebras logos, and other trade names, trademarks, or service marks of Cerebras appearing in this prospectus are the property of Cerebras Systems Inc. Other trade names, trademarks, or service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trade names, trademarks, and service marks referred to in this prospectus appear without the ®, ™, and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks, and service marks. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. References to www.cerebras.ai in this prospectus are inactive textual references only, and the information contained on, or that can be accessed through, our website does not constitute part of this prospectus. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders, nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any other information others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. We, the selling stockholders, and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of our Class A common stock. Our business, financial condition, results of operations, and prospects may have changed since that date. For investors outside the United States: Neither we, the selling stockholders, nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States. See the section titled “Underwriting” for additional information. ii --- GLOSSARY OF CERTAIN TERMS The following are abbreviations, acronyms, and definitions of certain terms used in this prospectus: •“8-way GPU system” means a single, salable system within which eight GPUs are connected. Examples of an 8-way GPU system include the NVIDIA DGX and HGX system configurations. •“AI” stands for artificial intelligence. AI includes GenAI and other artificial intelligence tools, systems, products and related technologies. •“API” stands for Application Programming Interface. An API is a set of rules, protocols, and tools that allow different software applications to communicate and interact with each other. •“Chassis” means the metal frame that supports and houses the components of an electronic device, including the circuits that connect the components. •“CPU” stands for Central Processing Unit. A CPU is the brain of a computer, responsible for executing instructions and carrying out computations. It is a complex IC that fetches, decodes, and executes instructions, typically from main memory under the control of software programs. •“CSP” stands for Cloud Service Provider, a company that offers various computing services, such as storage, processing power, and applications, over the internet. •“CUDA” stands for Compute Unified Device Architecture. It is a parallel computing platform and programming model developed by NVIDIA, enabling developers to program NVIDIA GPUs directly at a low level of abstraction. •“Customers” refers to our end customers. When the context requires, we may use “end customers,” which include leading enterprises, Sovereign AI initiatives, cloud service providers, government agencies, and research institutions. When used in our audited consolidated financial statements included elsewhere in this prospectus, “customers” means parties we directly invoice for products or services. •“Ethernet” refers to a standardized network protocol used in data centers and other environments to connect servers, switches, and other devices in a Local Area Network (LAN). Ethernet standards also include features for security and network diagnostics. •“Fine-tuning” is a process in machine learning where a pre-trained model is further trained on a smaller, task-specific dataset to improve its performance on a specific task. Fine-tuning leverages the knowledge already learned by the model during the initial training phase, allowing it to adapt quickly and effectively to new but related tasks. •“FLOPS” stands for Floating Point Operations Per Second. It is a measure of a computer’s performance, specifically its ability to perform floating-point arithmetic operations (such as addition, subtraction, multiplication, and division) within one second. •“GenAI” stands for generative AI. GenAI is a type of AI technology that can produce various types of content, including text, imagery, audio, and synthetic data. •“GPU” stands for Graphic Processing Unit. GPU is a specialized IC with a high degree of parallelism used to accelerate the rendering of complex graphics onto a screen. Due to their ability to perform numerous computations simultaneously, GPUs outperform CPUs on certain tasks and are increasingly used for scientific computing and accelerating AI workloads, such as the training of large language models. iii --- •“HBM” stands for High Bandwidth Memory. HBM is a type of computer memory designed to provide high bandwidth and low latency for GPUs, other AI accelerators, and CPUs. HBM is significantly faster and more expensive than traditional DRAM memory and is typically integrated within the IC package. •“HPC” stands for high performance computing. HPC involves using powerful computing systems to perform complex tasks quickly and efficiently, often through parallel processing. HPC is used in applications such as scientific research, weather forecasting, and financial modeling. •“HuggingFace” is a machine learning and data science platform that enables users to build, train and deploy ML models using open-source code and technologies. It provides tools and libraries for developing ML models and integrating them into live applications. It is a popular and leading open-source repository of AI models and pretrained model checkpoints. •“Hyperscalers” means large technology companies that offer highly scalable cloud computing services, utilizing extensive data centers. They offer a wide range of dynamically-provisioned services, including computing infrastructure, software platforms, and, increasingly, AI model training and inferencing. These services are available on an as-needed basis, managed and scaled via software by the users. •“IC” stands for an Integrated Circuit. IC is a miniaturized electronic circuit that combines multiple transistor components and other elements into a single small package. ICs are the fundamental building blocks of modern electronics, and they are used in a wide variety of applications, including computers, servers, networking equipment, smartphones, automobiles, and medical devices. •“Inference” means the process of using a trained machine learning model to make predictions or decisions based on new data. It involves applying the patterns and knowledge the model learned during training to analyze and interpret new, unseen inputs. •“I/O” stands for input/output. •“IT” stands for information technology. •“LLM” stands for Large Language Model. LLMs are a class of artificial intelligence models that are trained on vast amounts of text data to understand, interpret, and generate human-like language. •“ML” stands for Machine Learning, a subset of artificial intelligence that involves developing algorithms and statistical models that enable computers to perform specific tasks without explicit programming. •“MW” stands for megawatt. •“Node” has multiple meanings: ◦In the context of AI models, a node in a neural network typically means a computational unit within the network graph. Neural networks consist of interconnected layers of nodes, each representing a mathematical operation that transforms input data into meaningful output. ◦In the context of chip manufacturing, “node” is often used as shorthand for “process node,” which refers to specific semiconductor manufacturing processes corresponding to different circuit generations and architectures, for example, 14nm and 5nm nodes. ◦In the context of a supercomputer or computer cluster, a “node” refers to one individual server or system within the cluster. iv --- •“PCIe” stands for Peripheral Component Interconnect Express. PCIe is a high-speed serial data transfer technology widely used in servers. The PCIe protocol is commonly used in data centers for interconnects between CPUs, GPUs, other AI accelerators, storage devices, and Network Interface Cards. •“Rack” means an open-frame cabinet of standard dimensions used to organize and house servers, networking equipment, power supplies, and other IT hardware. A data center typically houses thousands of racks interconnected by networking switches typically using Ethernet protocol. •“Sovereign AI” refers to AI systems that are developed, controlled, and managed by a particular nation or established in furtherance of such nation’s public interests. •“SRAM” stands for Static Random-Access Memory. SRAM is a type of memory that stores data within transistors so long as power is being supplied. Compared to DRAM (Dynamic Random-Access Memory), another common type of RAM used in computers, SRAM is faster and consumes less power during active use. However, it is more expensive and takes up more space than DRAM due to its complex architecture. SRAM is often used on-chip in processors for cache memory because of its speed and efficiency, providing quick access to frequently used data. •“Tape-out” is the final phase of the chip design process for integrated circuits, where the completed design is released to manufacturing. •“Time-to-solution” refers to the time period from creation of a customer problem statement to delivery of a model solution with high performance on evaluation metrics. Time-to-solution generally includes the time to train a model, as well as data preprocessing, experiment setup, hyperparameter tuning and evaluation runs, and any required adjustments based on results. •“Training” refers to the process of teaching an artificial intelligence model to make accurate predictions or decisions by feeding it large amounts of data and adjusting its internal parameters based on identified patterns. During training, the AI model uses algorithms to learn from the input data, iteratively refining its accuracy by adapting its behavior to minimize errors. •“TSMC” stands for Taiwan Semiconductor Manufacturing Company Limited. •“Wafer” means a thin slice of a semiconductor material, typically made of silicon, upon which integrated circuits are fabricated. Wafers serve as the foundation for the production of electronic components, including microchips and microprocessors. •“x86” refers to a family of instruction set architectures based on the Intel 8086 CPU and its successors. The x86 architecture is widely used in personal computers and servers due to its compatibility, performance, and extensive software ecosystem. v