## Experts

  
 EXPERTS
 The consolidated financial statements of Cerebras Systems Inc. as of December 31, 2025, and for the year then
 ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP,
 independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as
 experts in accounting and auditing.

    212

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  The consolidated financial statements of Cerebras Systems Inc. as of December 31, 2024, and for the year then
 ended included in this prospectus and in the registration statement, have been so included in reliance on the report of
 BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in
 auditing and accounting.

## Where You Can Find Additional

  
 WHERE YOU CAN FIND ADDITIONAL INFORMATION
 We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the
 Securities Act, with respect to the shares of Class A common stock being offered by this prospectus. This
 prospectus, which constitutes part of the registration statement, does not contain all of the information in the
 registration statement and its exhibits. For further information with respect to us and our Class A common stock, we
 refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of
 any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to
 the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements
 is qualified in all respects by this reference.
 You may read our SEC filings, including this registration statement, over the Internet at the SEC’s website at
 www.sec.gov. Upon the completion of this offering, we will be subject to the information reporting requirements of
 the Exchange Act and we will file reports, proxy statements, and other information with the SEC. These reports,
 proxy statements, and other information will be available for review at the SEC’s website referred to above. We also
 maintain a website at www.cerebras.ai, at which, following the completion of this offering, you may access these
 materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the
 SEC. Information contained on, or that can be accessed through, our website does not constitute part of this
 prospectus or the registration statement of which it forms a part, and the inclusion of our website address in this
 prospectus is an inactive textual reference only.

    F-1

    Table o f Contents

  

## Index to Consolidated Financial Statements

  
 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
  

> **Consolidated Financial Statements for the Years Ended December 31, 2025 and 2024**
>
> Reports of Independent Registered Public Accounting Firms    .......................................................................... ... F-2
> Consolidated Balance Sheets    ............................................................................................................................ ... F-4
> Consolidated Statements of Operations ............................................................................................................ ... F-5
> Consolidated Statements of Comprehensive Income (Loss)       ............................................................................ ... F-6
> Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit    .................. ... F-7
> Consolidated Statements of Cash Flows   ........................................................................................................... ... F-8
> Notes to the Consolidated Financial Statements    ............................................................................................... ... F-9

    F-2

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## Reports of Independent Registered Public Accounting Firms

  
 Report of Independent Registered Public Accounting Firm
 Shareholders and Board of Directors
 Cerebras Systems Inc.
 Sunnyvale, California
 Opinion on the Consolidated Financial Statements
 We have audited the accompanying consolidated balance sheet of Cerebras Systems Inc. (the “Company”) as of
 December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), redeemable
 convertible preferred stock and stockholders’ deficit, and cash flows for the year ended December 31, 2024, and the
 related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
 financial statements present fairly, in all material respects, the financial position of the Company at December 31,
 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting
 principles generally accepted in the United States of America.
 Basis for Opinion
 These consolidated financial statements are the responsibility of the Company’s management. Our
 responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We
 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
 (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
 securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
 PCAOB.
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
 and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
 material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
 perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an
 understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
 effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 Our audit included performing procedures to assess the risks of material misstatement of the consolidated
 financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
 procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
 financial statements. Our audit also included evaluating the accounting principles used and significant estimates
 made by management, as well as evaluating the overall presentation of the consolidated financial statements. We
 believe that our audit provides a reasonable basis for our opinion.
 /s/ BDO USA, P.C.
 We served as the Company’s auditor from 2020 to 2025.
 San Jose, California
 September 18, 2025

    F-3

    Table o f Contents

  
 Report of Independent Registered Public Accounting Firm
 To the Stockholders and Board of Directors
 Cerebras Systems Inc.:
 Opinion on the Consolidated Financial Statements
 We have audited the accompanying consolidated balance sheet of Cerebras Systems Inc. and subsidiaries (the
 Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income
 (loss), redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the year then ended, and
 the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial
 statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025,
 and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally
 accepted accounting principles.
 Basis for Opinion
 These consolidated financial statements are the responsibility of the Company’s management. Our
 responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public
 accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
 required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
 applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
 and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
 material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of
 material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
 procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
 amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting
 principles used and significant estimates made by management, as well as evaluating the overall presentation of the
 consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
 /s/ KPMG LLP
 We have served as the Company’s auditor since 2025.
 Santa Clara, California
 March 31, 2026

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    Table o f Contents

  
  

## Consolidated Balance Sheets

  
 CEREBRAS SYSTEMS INC.
 CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share and share amounts)
  

> **December 31, / December 31, / December 31,**
>
> 2025 / 2024
> ASSETS
> Current assets:
> Cash and cash equivalents    ........................................................................................................... ... $701,706 / $220,208
> Restricted cash    ............................................................................................................................. ... 228,672 / 361,757
> Investments     .................................................................................................................................. ... 406,531 / 116,943
> Accounts receivable, net .............................................................................................................. ... 50,423 / 137,436
> Inventories  ................................................................................................................................... ... 63,626 / 174,492
> Prepaid expenses and other current assets  ................................................................................... ... 92,688 / 19,643
> Total current assets  ............................................................................................................................ ... 1,543,646 / 1,030,479
> Property and equipment, net      ............................................................................................................. ... 437,396 / 43,174
> Operating lease right-of-use assets  .................................................................................................... ... 248,950 / 36,571
> Other non-current assets    .................................................................................................................... ... 96,045 / 2,514
> Total assets     ........................................................................................................................................ ... $2,326,037 / $1,112,738
> LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND  STOCKHOLDERS’ DEFICIT
> Current liabilities:
> Accounts payable  ......................................................................................................................... ... $48,630 / $25,630
> Deferred revenue, current     ............................................................................................................ ... 131,049 / 38,537
> Customer deposits    ....................................................................................................................... ... 354,460 / 640,317
> Forward contract liability    ............................................................................................................ ... — / 363,336
> Accrued and other current liabilities     ........................................................................................... ... 185,401 / 110,315
> Total current liabilities     ...................................................................................................................... ... 719,540 / 1,178,135
> Operating lease liability, net of current portion  ................................................................................ ... 215,957 / 27,370
> Other non-current liabilities     .............................................................................................................. ... 35,847 / 23,958
> Total liabilities    .................................................................................................................................. ... $971,344 / $1,229,463
> Commitments and contingencies (Note 17)
> Redeemable convertible preferred stock, $0.00001 par value per share: 113,258,719 shares and  105,750,455 shares authorized, at December 31, 2025 and 2024, respectively; 113,258,716  and 82,899,159 shares issued and outstanding as of December 31, 2025 and 2024,  respectively   ................................................................................................................................... ... $1,933,348 / $850,066
> Stockholders’ deficit
> Class A common stock, $0.00001 par value; 271,800,000 and 204,519,000 shares authorized at  December 31, 2025 and 2024, respectively; 57,907,093 and 53,372,691 shares issued and  outstanding as of December 31, 2025 and 2024, respectively  ...................................................... ... 1 / 1
> Class N common stock, $0.00001 par value; 37,100,000 and nil shares authorized at  December 31, 2025 and 2024, respectively; nil shares issued and outstanding as of  December 31, 2025 and 2024, respectively    .................................................................................. ... — / —
> Treasury stock, at cost, 889,890 and 300,138 shares as of December 31, 2025 and 2024,  respectively   ................................................................................................................................... ... (21,456) / (88)
> Additional paid-in capital    .................................................................................................................. ... 346,829 / 176,233
> Accumulated other comprehensive income   ...................................................................................... ... 1,301 / 220
> Accumulated deficit    .......................................................................................................................... ... (905,330) / (1,143,157)
> Total stockholders’ deficit ................................................................................................................. ... (578,655) / (966,791)
> Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit   ........................ ... $2,326,037 / $1,112,738

 The accompanying notes are an integral part of these consolidated financial statements.

    F-5

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## Consolidated Statements of Operations

  
 CEREBRAS SYSTEMS INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Revenue
> Hardware   ............................................................................................................... ... $358,440 / $211,965
> Cloud and other services  ....................................................................................... ... 151,551 / 78,287
> Total revenue     ............................................................................................................. ... 509,991 / 290,252
> Cost of revenue
> Hardware   ............................................................................................................... ... 204,746 / 137,310
> Cloud and other services  ....................................................................................... ... 106,174 / 30,204
> Total cost of revenue     ................................................................................................. ... 310,920 / 167,514
> Gross profit     ................................................................................................................ ... 199,071 / 122,738
> Operating expenses
> Research and development     ................................................................................... ... 243,319 / 158,234
> Sales and marketing      .............................................................................................. ... 70,645 / 20,980
> General and administrative     ................................................................................... ... 30,969 / 44,962
> Total operating expenses      ........................................................................................... ... 344,933 / 224,176
> Loss from operations     ................................................................................................. ... (145,862) / (101,438)
> Other income (expense), net    ...................................................................................... ... 390,746 / (378,237)
> Income (loss) before income taxes    ............................................................................ ... 244,884 / (479,675)
> Income tax expense  ............................................................................................... ... 7,057 / 1,927
> Net income (loss)    ....................................................................................................... ... 237,827 / (481,602)
> Less: Net income attributable to participating securities   ........................................... ... 149,952 / —
> Less: Deemed dividend on issuance of Series F-1 redeemable convertible  preferred stock ........................................................................................................ ... — / 3,182
> Net income (loss) attributable to common shareholders   ........................................... ... $87,875 / $(484,784)
> Net income (loss) per share attributable to common shareholders
> Basic  ...................................................................................................................... ... $1.64 / $(9.90)
> Diluted    .................................................................................................................. ... $1.38 / $(9.90)
> Weighted average shares used in per share computation:      .........................................
> Basic  ...................................................................................................................... ... 53,616 / 48,972
> Diluted    .................................................................................................................. ... 171,821 / 48,972

 The accompanying notes are an integral part of these consolidated financial statements.

    F-6

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## Consolidated Statements of Comprehensive Income (Loss)

  
 CEREBRAS SYSTEMS INC.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 (in thousands)
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Net income (loss)    ....................................................................................................... ... $237,827 / $(481,602)
> Change in foreign currency translation adjustments, net of tax     ................................ ... (521) / (304)
> Available-for-sale investments:
> Change in net unrealized gain (loss) on debt securities, net of tax     ....................... ... 1,602 / (579)
> Comprehensive income (loss)     ................................................................................... ... $238,908 / $(482,485)

 The accompanying notes are an integral part of these consolidated financial statements.

    F-7

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## Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

  
 CEREBRAS SYSTEMS INC.
 CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
  

> **Redeemable Convertible  Preferred Stock**
>
> Redeemable Convertible  Preferred Stock / Redeemable Convertible  Preferred Stock / Common Stock / Common Stock / Common Stock / Additional  Paid-in Capital / Treasury Stock / Treasury Stock / Treasury Stock / Accumulated  Other  Comprehensive  Income (Loss) / Accumulated  Deficit / Total  Stockholders’  Deficit
>
> (in thousands) .......................... Shares / Amount / Shares / Amount / Additional  Paid-in Capital / Shares / Amount / Accumulated  Other  Comprehensive  Income (Loss) / Accumulated  Deficit / Total  Stockholders’  Deficit
> Balance as of December 31, 2023     .................................. ... 77,033 / $722,780 / 45,362 / $— / $101,578 / (300) / $(88) / $1,103 / $(661,555) / $(558,962)
> Issuance of shares of Series F-1 redeemable  convertible preferred stock, net of issuance costs      ..... ... 5,798 / 84,898 / — / — / — / — / — / — / — / —
> Settlement of Series F-1 redeemable convertible  preferred stock forward contract liability   .................. ... — / 37,928 / — / — / — / — / — / — / — / —
> Deemed dividend on issuance of Series F-1  redeemable convertible preferred stock    .................... ... — / 3,182 / — / — / (3,182) / — / — / — / — / (3,182)
> Issuance of shares of Series E redeemable convertible  preferred stock upon exercise of warrant     .................. ... 68 / 1,278 / — / — / — / — / — / — / — / —
> Shares issued upon exercise of stock options, net of  repurchases of early exercised stock options      ............ ... — / — / 8,011 / 1 / 17,667 / — / — / — / — / 17,668
> Vesting of early exercised stock options   ........................ ... — / — / — / — / 1,733 / — / — / — / — / 1,733
> Stock-based compensation expense    ............................... ... — / — / — / — / 57,525 / — / — / — / — / 57,525
> Conversion of stock-based liability classified awards  to stock-based equity classified awards   .................... ... — / — / — / — / 912 / — / — / — / — / 912
> Foreign currency translation adjustments, net of tax   ..... ... — / — / — / — / — / — / — / (304) / — / (304)
> Change in net unrealized loss on debt securities, net of  tax    .............................................................................. ... — / — / — / — / — / — / — / (579) / — / (579)
> Net loss   ........................................................................... ... — / — / — / — / — / — / — / — / (481,602) / (481,602)
> Balance as of December 31, 2024     .................................. ... 82,899 / $850,066 / 53,373 / $1 / $176,233 / (300) / $(88) / $220 / $(1,143,157) / $(966,791)
> Issuance of shares of Series G redeemable convertible  preferred stock, net of issuance costs    ........................ ... 30,360 / 1,083,282 / — / — / — / — / — / — / — / —
> Customer warrants issued............................................... ... — / — / — / — / 152,353 / — / — / — / — / 152,353
> Cancellation and settlement of stock options in  connection with the Tender Offer     ............................. ... — / — / — / — / (49,320) / — / — / — / — / (49,320)
> Repurchase of common stock    ........................................ ... — / — / — / — / — / (590) / (21,368) / — / — / (21,368)
> Shares issued upon acceleration of RSUs vesting and  exercise of stock options, net of repurchases and  withholding taxes     ...................................................... ... — / — / 4,623 / — / 17,169 / — / — / — / — / 17,169
> Tax withheld related to RSU settlement    ........................ ... — / — / (89) / — / (2,950) / — / — / — / — / (2,950)
> Vesting of early exercised stock options   ........................ ... — / — / — / — / 3,449 / — / — / — / — / 3,449
> Stock-based compensation expense    ............................... ... — / — / — / — / 48,857 / — / — / — / — / 48,857
> Conversion of stock-based liability classified awards  to stock-based equity classified awards   .................... ... — / — / — / — / 1,038 / — / — / — / — / 1,038
> Foreign currency translation adjustments, net of tax   ..... ... — / — / — / — / — / — / — / (521) / — / (521)
> Change in net unrealized loss on debt securities, net of  tax    .............................................................................. ... — / — / — / — / — / — / — / 1,602 / — / 1,602
> Net income  ..................................................................... ... — / — / — / — / — / — / — / — / 237,827 / 237,827
> Balance as of December 31, 2025     .................................. ... 113,259 / $1,933,348 / 57,907 / $1 / 346,829 / $(890) / $(21,456) / $1,301 / $(905,330) / $(578,655)

 The accompanying notes are an integral part of these consolidated financial statements.

    F-8

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## Consolidated Statements of Cash Flows

  
 CEREBRAS SYSTEMS INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Cash flows from operating activities:
> Net income (loss)  .................................................................................................................................. ... $237,827 / $(481,602)
> Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating  activities:
> Depreciation and amortization     ................................................................................................. ... 34,454 / 11,537
> Stock-based compensation     ....................................................................................................... ... 49,767 / 58,564
> Non-cash lease expense    ............................................................................................................ ... 22,673 / 7,607
> Provision for product warranties     .............................................................................................. ... 20,969 / 12,525
> Change in fair value (extinguishment) of forward contract liability   ........................................ ... (363,336) / 401,264
> Other   ......................................................................................................................................... ... 3,235 / (1,388)
> Changes in operating assets and liabilities:
> Accounts receivable   ............................................................................................................ ... 87,012 / (130,672)
> Inventories       .......................................................................................................................... ... 63,307 / (144,969)
> Prepaid expenses and other assets  ...................................................................................... ... (13,867) / (17,051)
> Accounts payable  ................................................................................................................ ... 21,151 / 9,010
> Deferred revenue    ................................................................................................................ ... 109,474 / 38,196
> Customer deposits   .............................................................................................................. ... (285,857) / 640,317
> Other liabilities  ................................................................................................................... ... 3,141 / 48,640
> Net cash flows provided by (used in) operating activities .................................................................... ... (10,050) / 451,978
> Cash flows from investing activities:
> Purchases of property and equipment   ............................................................................................. ... (382,739) / (23,435)
> Purchases of investments   ................................................................................................................ ... (525,414) / (302,898)
> Maturities and sales of investments    ................................................................................................ ... 240,577 / 309,548
> Net cash flows used in investing activities   ........................................................................................... ... (667,576) / (16,785)
> Cash flows from financing activities:
> Proceeds from sale of shares of redeemable convertible preferred stock  ....................................... ... 1,100,000 / 85,000
> Costs incurred in connection with the sale of shares of redeemable convertible preferred stock   .. ... (16,718) / (102)
> Proceeds from exercise of stock options    ........................................................................................ ... 17,299 / 27,752
> Repurchases of early exercised stock options     ................................................................................ ... (28) / (28)
> Cancellation and settlement of stock options in connection with the Tender Offer  ....................... ... (49,320) / —
> Repurchase of common stock   ......................................................................................................... ... (21,368) / —
> Tax withheld related to RSU settlement    ......................................................................................... ... (2,950) / —
> Payments of deferred offering costs   ............................................................................................... ... (355) / (326)
> Net cash flows provided by financing activities  ................................................................................... ... 1,026,560 / 112,296
> Effect of exchange rate on cash   .................................................................................................................. ... (521) / (304)
> Increase in cash, cash equivalents, and restricted cash  ............................................................................... ... 348,413 / 547,185
> Cash, cash equivalents, and restricted cash beginning of period ................................................................ ... 581,965 / 34,780
> Cash, cash equivalents, and restricted cash end of period  .......................................................................... ... $930,378 / $581,965

  

> **Supplemental disclosures of cash flow information:**
>
> Income taxes paid    ................................................................................................................................. ... $1,699 / $258
> Non-cash investing and financing activities:
> Transfer to property and equipment out of inventories    ........................................................................ ... $67,303 / $18,452
> Transfer of property and equipment into inventories    ........................................................................... ... $26,534 / $2,456
> Purchases of property and equipment included in accounts payable and accrued and other current  liabilities   ........................................................................................................................................... ... 9,453 / $4,286
> Vesting of early exercised options     ....................................................................................................... ... $3,449 / $1,733
> Right-of-use assets obtained in exchange for lease obligations   ........................................................... ... $235,053 / $43,659
> Unpaid deferred financing costs included in accrued and other current liabilities      .............................. ... $536 / $337
> Settlement of Series F-1 redeemable convertible preferred stock forward contract liability    ............... ... $— / $37,928
> Deemed dividend upon issuance of Series F-1 redeemable convertible preferred stock     ..................... ... $— / $3,182

 The accompanying notes are an integral part of these consolidated financial statements.

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    Table o f Contents
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  

## Notes to the Consolidated Financial Statements

  
  
  
 Note 1 – Nature of Operations
 Cerebras Systems Inc. (the “Company” or “Cerebras”) was incorporated in Delaware in April 2016. Cerebras is
 an artificial intelligence (“AI”) infrastructure company that designs and manufactures an AI compute platform
 comprised of proprietary systems and software that is delivered in standard racks for deployment in our, and our
 customers, data centers up to supercomputer scale. The Company’s pioneering Wafer-Scale Engine (“WSE”), a chip
 encompassing an entire silicon wafer, was specifically designed to enable higher performance and speeds than GPUs
 for the computational demands of inference, Generative AI (“GenAI”), and other AI applications. Since its
 inception, Cerebras has dedicated resources to research and development activities that support its current projects
 and future development efforts. The Company is headquartered in Sunnyvale, California.
  
 Note 2 – Basis of Presentation
 These consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with
 generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial
 statements include the accounts and operations of the Company and its wholly owned subsidiaries. Assets and
 liabilities of non-U.S. subsidiaries that operate in a local currency environment, where that local currency is the
 functional currency, are translated to U.S. dollars at exchange rates in effect at the balance sheet date, with the
 resulting translation adjustments directly recorded in accumulated other comprehensive income (loss). Income and
 expense accounts are translated at average exchange rates during the year. Remeasurement adjustments are recorded
 in other income (loss), net. All intercompany accounts and transactions have been eliminated upon consolidation.
 Certain amounts reported in the prior year financial statements have been reclassified to conform to the current year
 presentation. These changes in presentation do not affect previously reported results.
 Use of Estimates
 The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to
 make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
 contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
 revenues and expenses during the reporting period.
 Areas of significant estimates include, but are not limited to, revenue recognition, including the determination of
 the standalone selling price (“SSP”) of performance obligations, useful life of property, plant and equipment,
 product warranty accruals, impairment of long-lived assets, the market value of and demand for inventory, valuation
 allowance on deferred income tax assets, the fair value of common stock and other assumptions used to measure
 stock-based compensation and the valuation of forward contract liability and warrants. The Company bases its
 estimates on historical experience, known trends, and other market-specific or other relevant factors that it believes
 to be reasonable under the circumstances. Actual results could significantly differ from those estimates. On an
 ongoing basis, management evaluates its estimates when there are changes in circumstances, facts, and experience.
 Changes in estimates are recorded prospectively in the period in which they become known.
  
 Note 3 – Recent Accounting Pronouncements
 Recently Adopted Accounting Pronouncements
 In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
 (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The
 guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as
 information on income taxes paid. The Company adopted ASU 2023‑09 on a prospective basis during the year
 ended December 31, 2025. The adoption did not have a material impact on the Company’s consolidated financial
 statements or related disclosures. Refer to Note 15 – Income Taxes for further discussion.
 In May 2025, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and
 Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a

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    Table o f Contents
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Customer (“ASU 2025-04”). ASU 2025-04 reduces diversity in practice and improves the decision usefulness and
 operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or
 services. The ASU is effective for annual reporting periods beginning after December 15, 2026 with updates to be
 applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company early adopted
 ASU 2025-04 for the annual period beginning in fiscal year 2025 on a prospective basis, applying the standard to
 awards granted after the adoption date. The adoption of ASU 2025-04 did not have a material impact on the
 Company’s consolidated financial statements.
 Recent Accounting Pronouncements Not Yet Adopted
 In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income
 —Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU
 2024-03”). The guidance requires disaggregated information about certain income statement expense line items on
 an annual and interim basis. This guidance will be effective for annual periods beginning with the year ending
 December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied
 prospectively or retrospectively. The Company is evaluating the effect that this guidance will have on its
 consolidated financial statements and related disclosures.
 In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use
 Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).
 The guidance modernizes the accounting for software costs and enhances the transparency about an entity’s software
 costs. The guidance will be effective for the annual periods beginning with the year ending December 31, 2027 and
 for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be
 applied prospectively, retrospectively, or under a modified transition approach. The Company is evaluating the
 effect that this guidance will have on its consolidated financial statements and related disclosures and does not
 expect the adoption of this guidance to have a material impact on its consolidated financial statements.
  
 Note 4 – Significant Accounting Policies
 Revenue Recognition
 The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606,
 Revenue from Contracts with Customers, which provides a five-step framework through which revenue is
 recognized when control of promised goods or services is transferred to a customer at an amount that reflects the
 consideration to which the Company expects to be entitled in exchange for those goods or services. To determine
 revenue recognition for arrangements that the Company concludes are within the scope of ASC 606, management
 performs the following five steps: (i) identifies the contract(s) with a customer; (ii) identifies the performance
 obligations in the contract(s); (iii) determines the transaction price, including whether there are any constraints on
 variable consideration; (iv) allocates the transaction price to the performance obligations; and (v) recognizes revenue
 when (or as) the Company satisfies a performance obligation.
 Revenue is recognized when control of the promised goods or services, through performance obligations by the
 Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in
 exchange for the performance obligations.
 The Company combines and accounts for multiple contracts as a single contract when they are negotiated
 together with the same customer at or near the same time in order to achieve a single commercial objective.
 Transaction price may be comprised of fixed consideration, variable consideration, significant financing
 component, non-cash consideration, and consideration payable to a customer. The Company’s contracts are typically
 for fixed consideration. Contracts may also include variable consideration such as incentives, credits, price
 protection and other incentive programs. Variable consideration is estimated at contract inception and updated each
 reporting period and is included in the transaction price only to the extent it is probable that a significant reversal of
 cumulative revenue will not occur.

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  The Company uses judgment to determine whether a contract includes a significant financing component. Such
 contracts generally arise when a customer makes an upfront payment and the period between receipt of payment and
 the transfer of the promised services exceeds one year. Contracts determined to include a significant financing
 component are discounted using the Company’s incremental borrowing rate. In these cases, the Company records a
 contract liability and recognizes interest expense over the period between receipt of the advance payment and
 transfer of the promised services. As the Company satisfies its performance obligations and recognizes revenue
 under these contracts, the related contract liability is reduced.
 Amounts payable to a customer is accounted for as a reduction of the transaction price unless the payment is in
 exchange for a distinct good or service received from the customer. Non-cash consideration, including equity-
 classified instruments issued to a customer, is measured at fair value at issuance and is included in the transaction
 price. For equity classified instruments that are fully vested upon issuance, the associated fair value is included as
 customer warrants and recognized as a reduction of revenue as the related goods or services are transferred to the
 customer. For instruments subject to vesting conditions, the grant-date fair value of each tranche is included in the
 transaction price when management determines that the tranche is probable of vesting, and is recognized as a
 reduction of revenue as the related goods or services are transferred to the customer in proportion to the revenue
 recognized.
 For all contracts with customers that have more than one performance obligation, the Company allocates the
 transaction price to each separate performance obligation based on the relative SSP of each performance obligation.
 Certain contracts include options that allow customers to acquire additional goods or services at prices below the
 expected standalone selling price. These options provide a material right to the customer and are accounted for as
 separate performance obligations. The best evidence of an SSP, if available, is the observable price charged in
 similar circumstances and to similar customers. If an SSP is not directly observable, the Company estimates SSP
 using various observable inputs including historical internal pricing data, cost-plus expected margin analysis, market
 conditions and information about the size and/or purchase volume of the customer, due to the limited standalone
 sales history.
 The Company generates revenue primarily from the sale of on-premise and cloud solutions in the form of AI
 Systems, cloud capacity offerings, and support services, including custom AI modeling services.
 Hardware Sales Revenue and Installation, Integration, and Acceptance Testing
 Hardware revenue primarily consists of sales of the Company’s AI systems and other equipment. Revenue from
 the sale of AI systems is recognized upon transfer of control of promised goods to customers at a point in time.
 Revenue is recorded net of customer incentives and any taxes collected from customers. Generally, control of the
 goods transfers to the customer upon shipment, or delivery, depending on shipping terms, in the absence of
 installation, integration, and acceptance testing requirements. In certain cases, the Company may be contracted to
 install the hardware at the customer’s facility, and subsequent to installation, the Company may provide further
 integration services and conduct acceptance testing. When installation, integration, and acceptance testing is bundled
 with the hardware, control of the goods is transferred upon meeting the contractual acceptance provisions.
 Transaction price allocated to installation and integration services is recognized at a point in time upon completion
 of services, which generally coincides with the timing of customer acceptance and recognition of revenue for the AI
 system. Revenue for installation and integration services is included in Cloud and other services revenue on the
 consolidated statements of operations.
 Customers may also purchase other equipment as needed, such as racks, coolant distribution units, and power
 supply units. In arrangements where another party is involved in providing specified goods or services to a
 customer, the Company evaluates whether it is the principal or agent. In this evaluation, the Company considers if
 control of the specified goods or services is obtained before they are transferred to the customer, as well as other
 indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
 Revenue recognized from sales of additional equipment follows similar revenue recognition patterns as hardware
 sales.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Support Services
 The Company sells support services, including software updates and customer care support, with terms ranging
 from one-year to five-year terms. The support services represent an obligation of the Company to stand-ready to
 provide an undefined quantity of support when and as needed by the customer over the duration of the service term.
 These arrangements represent stand-ready obligations to provide services over the contract term, and revenue is
 recognized ratably as the customer simultaneously receives and consumes the benefits of the services.
 Operations and Management Services
  The Company provides a comprehensive suite of services to manage and operate clusters of systems located at
 data centers leased by the Company, where customer-owned equipment is installed, as well as clusters of systems at
 customer premises. These services include managing and maintaining large-scale infrastructure, regular software
 updates, hardware maintenance, and 24x7 monitoring of system and facility health. Revenue is recognized on a
 straight-line basis over the service term as the customer simultaneously receives and consumes the benefits of the
 services provided.
 Cloud-based Computing Services
 The Company also provides cloud-based computing services to customers. In applying ASC 606, the Company
 evaluates whether the arrangement meets the definition of a lease under ASC 842 which requires the transfer of
 control of the identified asset. The Company determined that while it provides cloud computing services utilizing
 underlying hardware, generally customers do not control or direct the use of underlying hardware. In each case, the
 totality of services provided represents a single integrated solution tailored to the customer’s specific needs. As such,
 the performance obligations to the customers consist of a single integrated solution delivered as a series of distinct
 daily services. The customers benefit from the services over the contract term and as such revenue is recognized
 over time as services are provided.
 AI Modeling Services
 The Company also generates revenue from custom AI modeling service agreements with customers, whereby
 the Company is engaged to help customers throughout the AI workflow, starting with developing strategy, designing
 and building the model, and deploying the final model. The totality of services in such arrangements is broken into
 different milestones within the contract. In certain contracts, each milestone builds upon progress achieved in earlier
 milestones. Upon completion of each milestone, the Company provides a deliverable to the customer in certain
 contracts, which must be accepted by the customer in order to proceed with the next phase of the contract. Each
 milestone is typically for fixed consideration. The Company recognizes revenue from AI modeling services over
 time as services are provided or at a point in time upon completion and acceptance by the customer of contract
 deliverables, depending on the terms of the agreement.
 Product Warranties
 The Company offers product warranties ranging from one to five years against any defective products. These
 standard warranties are assurance-type warranties, and the Company does not offer any services beyond the
 assurance that the product will continue working as specified. Therefore, these warranties are not considered
 separate performance obligations in the arrangement. Based on historical experience, the Company accrues for
 estimated returns of defective products at the time revenue is recognized. The Company monitors warranty
 obligations and may make revisions to its warranty reserve if actual costs of product repair and replacement are
 significantly higher or lower than estimated. Warranty accruals are based on estimates that are updated on an
 ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims
 compared with the Company’s historical experience, and the changes in the cost of servicing warranty claims. The
 Company accounts for the effect of such changes in estimates prospectively. Estimated warranty costs are accrued at
 the time of sale and recognized in cost of revenue, with a corresponding warranty liability included in accrued and
 other current liabilities.

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  Research and Development Costs
 Research and development costs are expensed in the period incurred. Research and development expenses
 primarily consist of costs incurred in performing research and development activities and include salaries, stock-
 based compensation, employee benefits, tape-out costs (which include layout services, mask sets, prototype
 components), system qualification and testing incurred before releasing new system designs into production, data
 center costs, depreciation and amortization, professional services fees, cloud computing costs and facilities
 expenses.
 The Company expenses software development costs before technological feasibility is reached. The majority of
 these costs are expenses incurred to develop the software component of the hardware we sell, lease, or market to
 external users. Technological feasibility is typically reached shortly before the release of such products. As a result,
 development costs that meet the criteria for capitalization were not material for the periods presented.
 Stock-Based Compensation
 The Company’s 2016 Equity Incentive Plan (as amended, the “Equity Incentive Plan”) provides for the
 Company to grant incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), restricted stock units
 (“RSUs”), and restricted stock awards (“RSAs”) to employees, advisers, and directors. The Company measures
 stock-based compensation awards exchanged for employee services at fair value on the date of the grant and
 recognizes expense on a straight-line basis over the award’s vesting period. The requisite service period generally
 equals the vesting period of the awards. The Company estimates the grant date fair value of ISOs and NSOs using
 the Black-Scholes option-pricing model. The fair value of RSUs and RSAs are based on the Company’s stock price
 on the date of grant. The Company estimates forfeitures at the date of grant, based on historical experience, and
 revises, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For certain equity awards
 that have both service and performance conditions, the Company recognizes the expense using the accelerated
 attribution method over the requisite service period if it is probable that the performance conditions will be achieved.
 The Company reassesses the achievement of the performance conditions at each reporting date and adjusts the stock-
 based compensation accordingly.
 Income Taxes
 The Company accounts for income taxes under the asset and liability method, which requires the recognition of
 deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of
 events that have been included in the consolidated financial statements. Under this method, DTAs and DTLs are
 determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by
 using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change
 in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.
 The Company recognizes DTAs to the extent that these assets are more likely than not to be realized. In making
 such a determination, all available positive and negative evidence is considered, including future reversals of
 existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent
 operations. If it is determined that the DTAs in the future in excess of their net recorded amount can be realized, an
 adjustment to the DTA valuation allowance will be made, which would reduce the provision for income taxes. Due
 to the Company’s historical operating performance and net losses, the Company’s U.S. federal and state net deferred
 tax assets have been fully offset by a valuation allowance.
 Management makes estimates, assumptions and judgments to determine the Company’s provision for or benefit
 from income taxes, deferred tax assets and liabilities, uncertain tax positions and any valuation allowances recorded
 against the Company’s deferred tax assets. Changes in recognition or measurement of uncertain tax positions are
 reflected in the period in which the judgment occurs. The Company's policy is to recognize interest and penalties
 related to the underpayment of income taxes as a component of the provision for income taxes.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Cash and Cash Equivalents
 Cash and cash equivalents include cash on hand and highly liquid investments with an original maturity of three
 months or less at the time of purchase. The Company’s cash and cash equivalents are invested in various investment
 grade institutional money market funds and interest-bearing accounts.
 Restricted Cash
 Restricted cash includes cash and cash equivalents that are not readily available for use in the Company’s
 operating activities. Restricted cash is primarily attributable to cash advances received from customers that the
 Company is contractually restricted to use for the limited purposes of satisfying obligations under contracts with its
 customers. See “Customer Deposits” for additional information.
 Investments
 Investments consist primarily of time deposits and U.S. Treasury securities that have an initial maturity of
 greater than three months at the time of purchase but less than or equal to one year at period-end.
 The Company classifies its investments in debt securities as available for sale. These available-for-sale debt
 securities are reported at fair value. The fair value of interest-bearing debt securities includes accrued interest. Debt
 securities are carried at fair value, with the unrealized gains and losses reported as a component of accumulated
 other comprehensive income (loss) (“AOCI”), except for the changes in allowance for expected credit losses, which
 are recorded in other income (expense), net. The Company determines any realized gains or losses on the sale of, or
 maturity of, debt securities on a specific identification method, and the Company records such realized gains and
 losses in other income (expense), net.
 All of the Company’s available-for-sale debt securities are evaluated at each reporting date for credit losses. If
 the Company intends to sell a security, or if it is more likely than not that the Company will be required to sell the
 security before recovery of its amortized cost basis, the security is written down to its fair value and the entire
 unrealized loss is recognized in earnings. For all other available-for-sale debt securities in an unrealized loss
 position, the Company evaluates whether a credit loss exists based on available information relevant to the
 collectability of the security, including past events, current conditions, and reasonable and supportable forecasts. The
 portion of the unrealized loss attributable to credit factors is recognized in earnings, limited to the total unrealized
 loss, with the remaining unrealized loss recognized in accumulated other comprehensive income (loss). There were
 no credit losses or impairment charges for the years ended December 31, 2025 and 2024.
 Fair Value of Financial Instruments
 The Company determines fair value measurements used in its consolidated financial statements based upon the
 price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
 participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant
 assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an
 entity’s own assumptions about market participant assumptions developed based on the best information available in
 the circumstances (unobservable inputs).
 The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted
 prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs
 (Level 3). The three levels of the fair value hierarchy are described below:
 •Level 1 inputs are quoted prices in active markets for identical assets and liabilities;
 •Level 2 inputs, other than quoted prices included within Level 1, are observable for the asset or liability
 either directly or indirectly; and

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  •Level 3 inputs are not observable in the market.
 The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of
 unobservable inputs when measuring fair value.
 The carrying amounts of the Company’s financial instruments consisting of cash and cash equivalents, accounts
 receivable, accounts payable, and accrued liabilities approximate fair value due to their relatively short maturities.
 Refer to Note 8 – Investments, Note 9 – Fair Value Measurements, Note 12 – Redeemable Convertible Preferred
 Stock, and Note 13 – Common Stock for further discussion.
 Accounts Receivable
 Payment terms for accounts receivables vary by contract: some customers prepay, while others, subject to credit
 evaluation, are billed in arrears, typically within one year. Accounts receivable are stated at a gross invoice amount
 less an allowance for credit losses as well as net of any discounts or other forms of estimated variable consideration.
 We estimate allowance for credit losses by evaluating specific accounts where information indicates our customers
 may have an inability to meet financial obligations, such as customer payment history, creditworthiness and
 receivable amounts outstanding for an extended period beyond contractual terms. We use assumptions and
 judgment, based on the best available facts and circumstances, to record an allowance to reduce the receivable to the
 amount expected to be collected. These allowances are evaluated and adjusted as additional information is received.
 We had no allowance for credit losses as of December 31, 2025 and 2024. During the years ended December 31,
 2025 and 2024, we recognized $0.2 million and nil of expense related to credit losses, respectively.
 Inventories
 Inventories consist of raw materials, work-in-progress, and finished goods and are stated at the lower of cost or
 net realizable value. Costs are measured on a weighted average cost basis. Inventory costs consist primarily of the
 cost of semiconductors, memory products, and other component parts purchased from subcontractors, including
 wafer fabrication, assembly, testing, and manufacturing support costs, including labor and overhead associated with
 such purchases, final test yield fallout, and shipping costs. The Company’s process and product development
 lifecycle includes substantive engineering milestones that are consistently applied to determine when activities and
 related costs transition from research and development to cost of revenue and when such costs are capitalized as
 inventory.
 Inventory is valued at the lower of cost or net realizable value, based upon assumptions about future demand
 and market conditions. Net realizable value is the estimated selling price of the Company’s products in the ordinary
 course of business less reasonably predictable costs of completion, disposal, and transportation. Inventories are
 written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net
 realizable value, or are in excess of expected demand. Once inventory is written down, the reduced carrying value
 becomes the new cost basis and is maintained until it is sold, scrapped, or written down for further valuation losses.
 The valuation of inventories requires the Company to make judgments based on currently available information
 about the likely method of disposition and current and future product demand relative to the remaining product life.
 The Company also evaluates inventory for excess quantities, obsolescence, and items that are not of salable quality.
 Cost of revenue is charged for inventory provisions to write down inventory to the lower of cost or net
 realizable value or to completely write off excess or obsolete inventory. Most inventory provisions relate to write-
 downs for inventory that is not of salable quality.
 Contract Assets
 Contract assets include deferred cost of sales related to revenue that has not yet been recognized and unbilled
 receivables that relate to our contractual right to consideration for completed performance obligations.  Unbilled
 receivables are reclassified to receivables when the right to consideration becomes unconditional, and  contract
 assets attributable to future revenues are recognized as a reduction of revenue as the related goods or services are

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  transferred to the customer. Contract assets are evaluated for expected credit losses, excluding amounts recorded for
 fully vested equity instruments issued to a customer. Refer to Note 10 – Balance Sheet Details for further discussion.
 Property and Equipment, Net
 Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions
 and improvements to property and equipment are capitalized and repairs and maintenance costs are expensed as
 incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the
 respective accounts and any related gain or loss is recognized.
 Property and equipment are depreciated using the straight-line method over the estimated useful lives of the
 property and equipment as follows:
  

> **Asset Category / Useful Life (Years)**
>
> Data center and computer equipment     ............................... ... 3–5
> Machinery and equipment     ................................................ ... 7
> Leasehold improvements    .................................................. ... Lesser of estimated useful life or remaining lease term

 Estimated useful lives are periodically assessed to determine if changes are appropriate. Such revisions may
 result, for example, from changes to plans, demand, or strategy for the Company’s inference solutions.
 Leases
 The Company primarily enters into arrangements as a lessee and does not have material arrangements in which
 it acts as a lessor.
 The Company determines if an arrangement is a lease at its inception. Operating leases with lease terms of more
 than 12 months are included in right-of-use assets and operating lease liabilities in the consolidated balance sheets.
 Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the
 obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are
 recognized at commencement date based on the present value of lease payments over the lease term. The Company
 uses its incremental borrowing rate based on the information available at the commencement date in determining the
 present value of lease payments if an implicit rate is not available.
 The right-of-use assets also includes any rent prepayments, lease incentives upon receipt, and straight-line rent
 expense impacts, which represent the differences between operating lease liabilities and right-of-use assets. Lease
 terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise
 that option. Lease and non-lease components have been combined.
 Impairment of Long-Lived Assets
 The Company assesses the recoverability of its long-lived assets, including property and equipment and right-
 of-use assets, for indicators of impairment. If events or changes in circumstances indicate that an asset may be
 impaired, the Company evaluates recoverability by comparing the asset’s carrying amount to the estimated
 undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds
 the estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount
 exceeds the assets fair value. When quoted market prices are not available, fair value is estimated using expected
 future cash flow discounted at a rate commensurate with the risks associated with the assets’ recovery. No
 impairment of long-lived assets was identified for the years ended December 31, 2025 and 2024.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Contract Liabilities
 The timing of customer billings and payments relative to the start of the service period varies from contract to
 contract, resulting in contract liabilities consisting of either deferred revenue or customer deposits. Deferred revenue
 represents billings under noncancelable contracts before the related product or service is transferred to the customer.
 Customer Deposits
 The Company receives advance payments from customers for anticipated purchases of high-performance
 computing systems and related services. These amounts are recorded as customer deposits until purchase orders are
 received and the related products or services are delivered. In certain arrangements, the deposits are used to make
 payments to third-party vendors to manufacture infrastructure. If purchase orders are not received, any portion of the
 deposit not paid to third-party vendors is refundable to the customer on demand, and the Company’s rights to
 inventory purchased with the deposit transfer to the customer in accordance with the contractual terms.
 Forward Contract Liability
 The Company determined that its obligation to issue, and the Company’s investors’ obligation to purchase,
 shares of Series F-1 and Series F-2 redeemable convertible preferred stock at a fixed price in the future represented a
 freestanding financial instrument (“forward contract liability”) and is classified as a liability because the underlying
 shares of the forward contract liability are redeemable upon the occurrence of certain events outside the control of
 the Company. This liability is measured at fair value upon initial recognition and at each subsequent reporting date
 through the settlement date, with changes in fair value for each reporting period recognized in other income
 (expense), net on the consolidated statements of operations. Refer to Note 12 – Redeemable Convertible Preferred
 Stock for further discussion.
 The Company has concluded that the forward purchase obligation related to the Series F-1 Preferred Stock,
 previously recognized as a liability, should be derecognized as of April 15, 2025, as the underlying redeemable
 shares were not exercised. The contractual expiration of the investors’ commitment constituted a legal release from
 the obligation, thereby extinguishing the liability.
 Deferred Offering Costs
 Deferred offering costs, consisting of legal, accounting, and other fees and costs relating to the Company’s
 proposed initial public offering, are capitalized within other assets on the condensed consolidated balance sheet. The
 deferred offering costs will be offset against the proceeds received by the Company upon the completion of the
 planned initial public offering. In the event the planned initial public offering is terminated, all of the deferred
 offering costs will be expensed as general and administrative expense. As of December 31, 2025 and 2024, the
 deferred offering costs were $0.9 million and nil, respectively.
 Treasury Stock
 The Company records repurchases of common shares as treasury stock at cost and records subsequent
 retirements of treasury shares at cost. The amount of cash or other assets transferred to repurchase an equity award is
 charged to equity to the extent that the amount paid does not exceed the fair value of the equity instrument being
 repurchased at the repurchase date. Any amount paid in excess of fair value is attributed to the other elements of the
 transaction and accounted for according to their substance. If treasury shares are retired, the excess of the repurchase
 price over the par value of the shares acquired is allocated to both accumulated deficit and additional paid-in capital.
 The portion allocated to additional paid-in capital is calculated on a pro rata basis of the shares to be retired and the
 total shares issued and outstanding as of the date of retirement.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Concentration of Risk
 The Company is subject to certain risks and uncertainties that could have a material adverse effect on its
 business, financial condition, results of operations, or cash flows primarily due to concentration of credit risk,
 significant customers, and supplier concentration.
 Concentration of Credit Risk
 Financial instruments that potentially expose the Company to significant concentration of credit risk consist
 primarily of cash, cash equivalents, restricted cash, investments and accounts receivable. The Company maintains its
 cash, cash equivalents, restricted cash, and marketable securities with high-quality financial institutions mainly in
 the United States, where the composition and maturities of which are regularly monitored by the Company. The
 Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which may exceed
 insurance limits set by the Federal Deposit Insurance Corporation (“FDIC”). The Company grants credit to its
 customers in the normal course of business, exposing it to credit risk in the event of nonrepayment by customers.
 The Company has not experienced any material losses to date from these financial instruments.
 Significant Customers
 A limited number of customers may account for a significant portion of the Company’s revenue or accounts
 receivable in certain periods. Refer to Note 5 – Revenue for further discussion.
 Supplier Concentration
 Certain materials used by the Company in the manufacturing of its products are available from a limited number
 of suppliers. Shortages could occur in these materials due to an interruption of supply or increased demand in the
 industry. Two suppliers accounted for 19% and 14% of total purchases for the year ended December 31, 2025. Three
 suppliers accounted for 21%, 14%, and 11% of total purchases for the year ended December 31, 2024.
  
 Note 5 – Revenue
 Disaggregation of Revenue
 The Company recognizes revenue classified in hardware at a point in time, and revenue classified in cloud and
 other services either at a point in time or over time. Revenue by point in time and over time was as follows (in
 thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Hardware revenue recognized point in time    .............................................................. ... $358,440 / $211,965
> Cloud and other services revenue recognized point in time      ...................................... ... 2,194 / 628
> Cloud and other services revenue recognized over time     ........................................... ... 149,357 / 77,659
> Total revenue      ....................................................................................................... ... $509,991 / $290,252

 Revenue recognized during the year ended December 31, 2025 that was included in deferred revenue as of
 December 31, 2024 was $34.5 million. Revenue recognized during the year ended December 31, 2024 that was
 included in deferred revenue as of December 31, 2023 was $13.7 million.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Significant Customers
 Customers that each accounted for 10% or more of our total revenues were as follows:
  

> **Percentage of Total Revenues For the Year Ended December 31, / Percentage of Total Revenues For the Year Ended December 31, / Percentage of Total Revenues For the Year Ended December 31,**
>
> 2025 / 2024
> Customer A    ............................................................................................................. ... 62% / *
> Customer B    ............................................................................................................. ... 24% / 85%

 _____________
 (1)Customer A and Customer B are considered related parties with respect to each other as defined by ASC 850,
 Related Party Disclosures.
 *Percentage was less than 10%
 Customers that each accounted for 10% or more of accounts receivable balances as of the periods presented are
 as follows:
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Customer A    ............................................................................................................. ... 78% / *
> Customer B    ............................................................................................................. ... * / 91%

 ______________
 (1)Customer A and Customer B are considered related parties with respect to each other as defined by ASC 850,
 Related Party Disclosures.
 *Percentage was less than 10%
 OpenAI Collaboration
 In December 2025, the Company entered into a Master Relationship Agreement (the “MRA”) with OpenAI
 OpCo, LLC (“OpenAI”) to provide 750MW of AI inference compute capacity that OpenAI is contractually
 committed to purchase (the “Committed Capacity”) and related services over a multi-year term. The MRA includes
 (i) a services arrangement pursuant to which the Company will provide the Committed Capacity and related services
 over a term of three or four years that is extendable by OpenAI to a maximum of five years in total, (ii) a secured
 promissory note of approximately $1.0 billion (the “Working Capital Loan”) funded by OpenAI in January 2026 to
 support the build-out of infrastructure and related capabilities required to deliver such services, and (iii) a warrant to
 purchase shares of the Company’s Class N common stock. Refer to Note 13 – Common Stock for further discussion.
 No revenue was recognized for this arrangement during the year ended December 31, 2025. In addition to the
 Committed Capacity, OpenAI has the option to purchase an additional 1.25GW of AI inference compute capacity
 (the “Additional Capacity”) for deployment in tranches by the end of 2030 for up to a total of 2.0GW.
 Remaining Performance Obligation
 Revenue allocated to remaining performance obligations that is unsatisfied (or partially unsatisfied), which
 includes deferred revenue and amounts that are expected to be invoiced and recognized as revenue in future periods,
 was $24.6 billion as of December 31, 2025. A significant amount of the balance was attributable to the Company’s
 obligations pursuant to a master relationship agreement with OpenAI.
 The Company expects to recognize approximately 15% of this revenue over the initial 24 months ending
 December 31, 2027, 43% between months 25 and 48, and the remaining balance recognized thereafter. However,
 time periods for revenue recognition may vary from the foregoing due to changes in timing of delivery at the
 customer’s request or otherwise. The remaining performance obligations exclude revenue related to performance
 obligations for contracts with a length of one year or less.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  The arrangement with OpenAI includes variable consideration related to pass-through costs that are included in
 the transaction price. These pass-through costs primarily consist of data center leasehold improvements, fixed
 monthly rental costs, security and other variable monthly lease costs such as power and other utilities. Amounts
 related to these pass-through costs are included in the transaction price and the remaining performance obligations
 for the initial 250MW of Committed Capacity. Pass-through costs associated with Committed Capacity in excess of
 the initial 250MW are excluded from remaining performance obligations because the related consideration is highly
 susceptible to factors outside the Company’s control which involves significant amounts that will be determined
 over the remaining years of the MRA. Revenue related to pass-through costs will be recognized as the underlying
 Committed Capacity is delivered and is reported on a gross basis.
  
 Note 6 – Segment and Geographical Information
 The Company operates as one operating segment. Operating segments are defined as components of an
 enterprise for which separate financial information is regularly evaluated by the chief operating decision maker
 (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess
 performance. Net income (loss) is the Company’s primary measure of profit or loss, and all costs and expenses
 categories on the Company’s consolidated statements of operations, as well as stock-based compensation,
 depreciation and amortization expenses, are significant. The Company’s CODM reviews net income or loss on a
 quarterly basis to assess overall operating performance, evaluate profitability and determine resource allocation,
 including capital spending and operating expense priorities. Refer to Note 14 – Stock-Based Compensation and
 Note 10 – Balance Sheet Details for further discussion. The Company’s segment items also primarily include
 changes in the fair value of forward contract liabilities, and interest and dividend income. The measure of segment
 assets is reported on the consolidated balance sheet as total assets.
 Revenue by geographic area is designated based upon the billing location of the customer. Revenue by
 geographic areas were as follows (in thousands)
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> United States   .............................................................................................................. ... $187,643 / $282,685
> Europe, Middle East, and Africa      ............................................................................... ... 322,231 / 7,567
> Other    .......................................................................................................................... ... 117 / —
> Total revenue     ........................................................................................................ ... $509,991 / $290,252

 Property and equipment by geographic area was as follows (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> United States   .............................................................................................................. ... $376,021 / $43,142
> Other    .......................................................................................................................... ... 61,375 / 32
> Total property and equipment    ............................................................................... ... $437,396 / $43,174

  
 Note 7 – Net Income (Loss) Per Share
 The Company follows the two-class method when computing net income (loss) per ordinary share when shares
 are issued that meet the definition of participating securities. The two-class method determines net income (loss) per
 ordinary share for each class of ordinary shares and participating securities according to dividends declared or
 accumulated and participation rights in undistributed earnings. The two-class method requires income available to
 ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon
 their respective rights to receive dividends as if all income for the period had been distributed. Our participating
 securities include all series of our redeemable convertible preferred stock. Undistributed earnings allocated to these
 participating securities are subtracted from net income in determining net income attributable to common

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  stockholders. Basic net income (loss) per share is computed by dividing net income attributable to common
 stockholders by the weighted-average number of shares of our common stock outstanding, adjusted for outstanding
 shares that are subject to repurchase. Shares issuable upon exercise of certain warrants for Class N common stock
 are considered in-substance outstanding for basic net income (loss) per share because the exercise price is nominal
 and the issuance of shares is considered probable; accordingly, such shares are included in the weighted-average
 shares outstanding for purposes of basic net income (loss) per share, although no Class N shares have been legally
 issued as of December 31, 2025.
 Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income
 attributable to common stockholders by the weighted-average number of shares of common stock outstanding during
 the period, adjusted to give effect to potentially dilutive securities. The Company’s potentially dilutive securities
 include shares of redeemable convertible preferred stock and stock-based awards. Shares of redeemable convertible
 preferred stock are assumed to be converted into common stock using the if-converted method from the beginning of
 the period, or from the date of issuance if later. Under the if-converted method, any dividends on such preferred
 stock, whether declared or accumulated, are added back to net income attributable to common stockholders in the
 calculation of diluted net income per share. Stock options are included in the calculation of diluted net income per
 share using the treasury stock method. For periods in which the Company reports a net loss, all potentially dilutive
 securities are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.
 Dilutive securities in our diluted net income (loss) per share calculation do not include unvested RSUs. Vesting of
 these RSUs is dependent upon the satisfaction of both a service condition and a liquidity condition. The liquidity
 condition is satisfied upon the occurrence of a qualifying event, such as the completion of an initial public offering.
 As of December 31, 2025, such a qualifying event had not occurred and until it occurs, the holders of these RSUs
 have no rights in our undistributed earnings. Therefore, they are excluded from the effect of dilutive securities.
 For the year ended December 31, 2025, no potential common shares were excluded from diluted net income per
 share as their effect would have been anti-dilutive. For the year ended December 31, 2024, the following potential
 common shares were excluded from the computation of diluted net loss per share because their inclusion would have
 been anti-dilutive:
  

> **Year ended  December 31,**
>
> 2024
> Redeemable convertible preferred stock    ............................................................................................... ... 82,899,159
> Early exercised shares subject to repurchase    ........................................................................................ ... 1,373,428
> Options to purchase common stock    ...................................................................................................... ... 35,033,929
> Total potential common stock excluded from net loss per share    .................................................... ... 119,306,516

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  The following is a reconciliation of the numerator and denominator of the basic and diluted net income per
 share computations for the periods presented:
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> (in thousands, except per share data) / (in thousands, except per share data) / (in thousands, except per share data)
> Numerator:
> Net income (loss)     .................................................................................................. ... $237,827 / $(481,602)
> Less: Net income attributable to participating securities    ...................................... ... 149,952 / —
> Deemed dividend upon issuance of Series F-1 redeemable convertible  preferred stock   .............................................................................................. ... — / 3,182
> Net income (loss) attributable to common stockholders      ...................................... ... $87,875 / $(484,784)
> Denominator:
> Basic weighted-average common shares net of shares subject to repurchase     ...... ... $53,616 / $48,972
> Dilutive impact of outstanding redeemable convertible preferred stock (as-if  converted basis)    ................................................................................................. ... 91,491 / —
> Dilutive impact of outstanding stock options     ....................................................... ... 26,714 / —
> Dilutive weighted-average common shares     .......................................................... ... $171,821 / $48,972
> Net income (loss) per share:
> Basic  ...................................................................................................................... ... $1.64 / $(9.90)
> Diluted    .................................................................................................................. ... $1.38 / $(9.90)

  
 Note 8 – Investments
 The Company classifies its U.S. Treasury securities, which are accounted for as available-for-sale, and time
 deposits within Level 2 in the fair value hierarchy because it uses quoted market prices to the extent available or
 alternative pricing sources and models utilizing market observable inputs to determine fair value. There were no
 transfers between Level 1 and Level 2 as of December 31, 2025 and 2024.
 The following tables summarize the Company’s investments (in thousands):
  

> **As of December 31, 2025**
>
> As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025 / As of December 31, 2025
>
> Fair Value  Hierarchy / Amortized  Cost / Gross  Unrealized  Gains / Gross  Unrealized  Losses / Accrued  Interest / Fair Value
> U.S. Treasury securities  .................... ... Level 2 / $404,321 / $2,174 / $— / $— / $406,495
> Time deposits     ................................... ... Level 2 / 36 / — / — / — / 36
> Total   ............................................. ... $404,357 / $2,174 / $— / $— / $406,531

  

> **As of December 31, 2024**
>
> As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024 / As of December 31, 2024
>
> Fair Value  Hierarchy / Amortized  Cost / Gross  Unrealized  Gains / Gross  Unrealized  Losses / Accrued  Interest / Fair Value
> U.S. Treasury securities  .................... ... Level 2 / $115,124 / $1,204 / $— / $6 / $116,334
> Time deposits     ................................... ... Level 2 / 609 / — / — / — / 609
> Total   ............................................. ... $115,733 / $1,204 / $— / $6 / $116,943

 The Company recognized gross realized gains of $0.2 million and nil for the years ended December 31, 2025
 and 2024, respectively. The Company recognized gross realized losses of nil for the years ended December 31, 2025
 and 2024. The Company reflects these gains and losses as a component of other income (expense), net.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  All of the Company’s investments have a stated contractual maturity date of less than one year.
  
 Note 9 – Fair Value Measurements
 Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
  

> **Fair Value Measurements**
>
> Fair Value Measurements / Fair Value Measurements / Fair Value Measurements / Fair Value Measurements
>
> Balance Sheet Captions .................. As of  December 31,  2025 / Level 1 / Level 2 / Level 3 / Total Gains
> Cash and cash equivalents
> Money market funds     ............................... ... $598,544 / $598,544 / $— / $— / $—
> U.S. Treasury securities    .......................... ... 101,845 / — / 101,845 / — / 632
> Restricted cash
> Money market funds     ............................... ... 224,006 / 224,006 / — / — / —
> Investments
> U.S. Treasury securities    .......................... ... 406,495 / — / 406,495 / — / 2,374
> Time deposits   .......................................... ... 36 / — / 36 / — / —
> Total Investments ............................... ... 406,531 / — / 406,531 / — / 2,374

 _______________
 (1)Unrealized gains from remeasurement of U.S. Treasury securities has been recognized in AOCI. Realized gains
 have been recognized in Other income (expense).
  

> **Fair Value Measurements**
>
> Fair Value Measurements / Fair Value Measurements / Fair Value Measurements / Fair Value Measurements
>
> Balance Sheet Captions .................. As of  December 31,  2024 / Level 1 / Level 2 / Level 3 / Total Gains  (Losses)
> Cash and cash equivalents
> Money market funds     ............................... ... $216,748 / $216,748 / $— / $— / $—
> Restricted cash
> Money market funds     ............................... ... 361,757 / 361,757 / — / — / —
> Investments
> U.S. Treasury securities    .......................... ... 116,334 / — / 116,334 / — / 1,204
> Time deposits   .......................................... ... 609 / — / 609 / — / —
> Total Investments ............................... ... 116,943 / — / 116,943 / — / 1,204
> Forward contract liability .............. 363,336 / — / — / 363,336 / (401,264)
> Other non-current liabilities
> Warrants   .................................................. ... $— / $— / $— / $— / $(165)

 _____________
 (1)Unrealized gains from the remeasurement of U.S. Treasury securities have been recognized in AOCI. Losses
 from remeasurement of the forward contract liability and warrants have been recognized as other income
 (expense), net.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  
 Note 10 – Balance Sheet Details
 Inventories were composed of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Raw materials    ............................................................................................................ ... $15,939 / $77,168
> Work in progress     ....................................................................................................... ... 10,968 / 37,838
> Finished goods     ........................................................................................................... ... 36,719 / 59,486
> Total inventories    ................................................................................................... ... $63,626 / $174,492

 As of December 31, 2025 and 2024, the Company’s provision for excess and obsolete inventory was
 $0.9 million.
 During the years ended December 31, 2025 and 2024, the Company recorded a charge of approximately
 $6.8 million and $3.6 million, respectively, to cost of revenue related to provision for excess, obsolete, and scrapped
 inventory, primarily related to the transition to the next generation of the Company’s product offering.
 Prepaid expenses and other current assets consisted of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Customer warrants    ..................................................................................................... ... 60,906 / —
> Unbilled receivables      .................................................................................................. ... 16,244 / 9,252
> Prepaid expenses    ........................................................................................................ ... 8,196 / 6,461
> Taxes receivable      ........................................................................................................ ... 4,795 / 464
> Other receivables and current assets   .......................................................................... ... 2,547 / 3,466
> Total prepaid expenses and other current assets     ................................................... ... $92,688 / $19,643

 Property and equipment, net consisted of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Data center and computer equipment     ........................................................................ ... $277,421 / $49,847
> Machinery and equipment     ......................................................................................... ... 25,370 / 4,817
> Leasehold improvements     ........................................................................................... ... 22,348 / 3,950
> Construction in progress   ............................................................................................ ... 163,451 / 7,775
> Property and equipment     ........................................................................................ ... 488,590 / 66,389
> Less: accumulated depreciation   ................................................................................. ... (51,194) / (23,215)
> Total property and equipment, net    ........................................................................ ... $437,396 / $43,174

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Depreciation expense included in the consolidated statements of operations was as follows (in thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Cost of revenue   .......................................................................................................... ... $12,699 / $3,150
> Research and development   ........................................................................................ ... 14,513 / 6,536
> Sales and marketing   ................................................................................................... ... 7,186 / 1,095
> General and administrative     ........................................................................................ ... 56 / 756
> Total depreciation expense     ................................................................................... ... $34,454 / $11,537

 Other non-current assets consisted of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Customer warrants, non-current      ................................................................................ ... $91,447 / $—
> Other non-current assets     ............................................................................................ ... 4,598 / 2,514
> Total non-current assets      ........................................................................................ ... $96,045 / $2,514

 Accrued and other current liabilities were composed of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Accrued purchases and expenses   ............................................................................... ... $59,458 / $58,428
> Operating lease liability, current................................................................................ ... 45,865 / 13,303
> Sales tax payable    ....................................................................................................... ... 35,577 / 1,950
> Accrued compensation     .............................................................................................. ... 16,611 / 9,271
> Product warranty liability      .......................................................................................... ... 9,368 / 17,043
> Liability related to early exercised options  ................................................................ ... 5,187 / 8,534
> Other    .......................................................................................................................... ... 13,335 / 1,786
> Total accrued and other current liabilities       ............................................................ ... $185,401 / $110,315

 The following table shows the changes in provision for product warranty during the year ended December 31,
 2025 and 2024 (in thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Balance at beginning of year      ..................................................................................... ... $17,043 / $3,633
> Additions during the year      .......................................................................................... ... 20,969 / 41,190
> Utilization during the year    ......................................................................................... ... (28,644) / (27,780)
> Balance at end of year   ........................................................................................... ... $9,368 / $17,043

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Other non-current liabilities were composed of the following (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Deferred revenue, net of current portion   ................................................................... ... $35,847 / $18,885
> Other liabilities     .......................................................................................................... ... — / 5,073
> Total other non-current liabilities     ......................................................................... ... $35,847 / $23,958

  
 Note 11 – Other Income (Expense), Net
 Other income (expense), net were comprised of the following (in thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Change in (fair value) and extinguishment of forward contract liability    .................. ... $363,336 / $(401,264)
> Interest and dividend income   ..................................................................................... ... 26,802 / 23,228
> Other    .......................................................................................................................... ... 608 / (201)
> Total other income (expense), net  ......................................................................... ... $390,746 / $(378,237)

  
 Note 12 – Redeemable Convertible Preferred Stock
 The Company had the following shares of redeemable convertible preferred stock, $0.00001 par value per
 share, authorized, issued, and outstanding as of December 31, 2025 and 2024 (in thousands, except for share
 amounts):
  

> **As of December 31, 2025**
>
> Shares  Authorized / Shares Issued and  Outstanding / Liquidation  Preference / Net Carrying  Value
>
> Series A redeemable convertible preferred stock     ................ ... 31,731,394 / 31,731,394 / $26,972 / $26,924
> Series B redeemable convertible preferred stock    ................ ... 9,076,079 / 9,076,079 / 25,000 / 24,955
> Series C redeemable convertible preferred stock    ................ ... 7,264,680 / 7,264,680 / 65,000 / 64,952
> Series D redeemable convertible preferred stock     ................ ... 4,943,849 / 4,943,849 / 79,822 / 79,735
> Series E redeemable convertible preferred stock      ................ ... 14,916,649 / 14,916,649 / 272,096 / 273,301
> Series F redeemable convertible preferred stock    ................. ... 9,168,419 / 9,168,419 / 254,376 / 254,191
> Series F-1 redeemable convertible preferred stock   ............. ... 5,798,089 / 5,798,089 / 85,000 / 126,008
> Series G redeemable convertible preferred stock     ................ ... 30,359,560 / 30,359,557 / 1,100,000 / 1,083,282
> Total    ..................................................................................... ... 113,258,719 / 113,258,716 / $1,908,266 / $1,933,348

  

> **As of December 31, 2024**
>
> Shares Authorized / Shares Issued and  Outstanding / Liquidation  Preference / Net Carrying Value
>
> Series A redeemable convertible preferred stock    ....... ... 31,731,394 / 31,731,394 / $26,972 / $26,924
> Series B redeemable convertible preferred stock      ....... ... 9,076,079 / 9,076,079 / 25,000 / 24,955
> Series C redeemable convertible preferred stock      ....... ... 7,264,680 / 7,264,680 / 65,000 / 64,952
> Series D redeemable convertible preferred stock    ....... ... 4,943,849 / 4,943,849 / 79,822 / 79,735
> Series E redeemable convertible preferred stock   ....... ... 14,916,649 / 14,916,649 / 272,096 / 273,301
> Series F redeemable convertible preferred stock    ....... ... 9,168,419 / 9,168,419 / 254,376 / 254,191
> Series F-1 redeemable convertible preferred stock     .... ... 28,649,385 / 5,798,089 / 85,000 / 126,008
> Total    ........................................................................... ... 105,750,455 / 82,899,159 / $808,266 / $850,066

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Conversion
 The preferred stock is convertible, at any time at the option of its holder, into fully paid and nonassessable
 Class A common shares at a 1:1 ratio, subject to appropriate adjustment for splits, dividends, other similar
 recapitalization activity.
 Conversion of all classes of preferred stock to Class A common shares is mandatory in the event of a qualified
 initial public offering with proceeds of at least $500.0 million.
 Voting
 The holders of the preferred stock are entitled to vote, together with the holders of common shares, as a single
 class, on all matters submitted to the stockholders for a vote. Each share of preferred stock is entitled to a number of
 votes equal to the number of common shares into which such preferred stock is convertible as of the record date for
 determining stockholders entitled to vote.
 Dividends
 The holders of shares of redeemable convertible preferred stock are entitled to receive non-cumulative
 dividends, out of any assets legally available for such purpose, prior and in preference to any declaration or payment
 of any dividend on the shares of common stock, when, as and if, declared by our board of directors. After payment
 of such dividend to the preferred stockholders, outstanding shares of preferred stock shall participate with shares of
 common stock on an as-converted basis as to any additional dividends. As of December 31, 2025 the Company had
 not declared any dividends.
 Liquidation preference
 In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company or deemed
 liquidation events, the holders of preferred stock then outstanding are entitled to be paid out of the funds and assets
 available for distribution to its stockholders an amount per share equal to the greater of (a) the original issue price
 for such series of preferred stock, plus any dividends declared but unpaid, or (b) such amount per share as would
 have been payable had all shares of such series of preferred stock been converted into common stock immediately
 prior to such liquidation, dissolution, winding-up, or deemed liquidation event.
 Redemption
 In addition, holders of the preferred stock are eligible to demand redemption of their shares in the event of
 certain deemed liquidation events, as defined in the agreement. Due to the various rights and privileges within the
 existing preferred stock and common stockholder agreements, the Company concluded the triggering of a deemed
 liquidation event is not solely within the control of the Company and, accordingly, has presented the preferred stock
 as temporary equity. As of December 31, 2025, the Company determined that a deemed liquidation event is not
 probable because there are currently no plans for a change of control, merger or consolidation, or sale of
 substantially all assets. Therefore, subsequent remeasurement of preferred stock presented in temporary equity is not
 required. As of each reporting date and on an ongoing basis, the Company will continue to assess the probability of
 redemption.
 Series E Warrants
 In 2020, the Company entered into an equity arrangement with one of its customers whereby the Company
 issued a warrant that is exercisable for up to 68,213 shares of its Series E redeemable convertible preferred stock.
 The warrant is classified as a liability and remeasured to fair value and falls under Level 3 of the fair value
 hierarchy. The Company provided services and issued the warrant to the customer, and the customer paid the
 consideration to the Company for the provision of services. The warrant had a contractual term of seven years and
 an exercise price of $0.00001 per share. The customer was able to either exercise the warrant at the exercise price or

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  convert a portion of the warrant into a number of shares of the Company’s Series E redeemable convertible preferred
 stock adjusted to equal the fair market value, less the exercise price. The warrant was exercised and settled in August
 2024.
 The fair value of warrants is determined using a Black-Scholes option-pricing model as of the grant date. The
 amount representing the fair value of the equity provided to the customer from the warrant is recognized as
 adjustments to revenue in the consolidated statements of operations and comprehensive loss over the term of such
 commercial agreement or based on the achievement of certain performance targets in accordance with ASC 505-50.
 As of the settlement date, the fair value of the warrant accrued was determined using the following assumptions:
  

> **August 7, 2024**
>
> Remaining contractual life (years)   ........................................................................................................ ... 3.00
> Expected volatility (%)     ......................................................................................................................... ... 59.48
> Expected risk-free interest rate (%)      ...................................................................................................... ... 3.81
> Dividend yield (%)  ................................................................................................................................ ... —

 The following table provides a reconciliation of the beginning and ending balances for the Level 3 warrant
 liability measured at fair value using significant unobservable inputs (in thousands):
  

> **Warrant  Liability**
>
> Balance as of January 1, 2024   ............................................................................................................... ... $1,113
> Change in fair value     ......................................................................................................................... ... 165
> Exercise and settlement of warrant liability   ..................................................................................... ... (1,278)
> Balance as of December 31, 2024    ......................................................................................................... ... $—

 For the year ended December 31, 2024, the change in fair value related to the warrant was recognized in other
 income (expense), net. No fair value remeasurement was recorded for the year ended December 31, 2025.
 Series F-1 and F-2
 In May 2024, the Company entered into a Series F-1 redeemable convertible preferred stock purchase
 agreement (the “Series F-1 Preferred Stock Agreement”) with various investors to issue up to 27,285,129 shares of
 the Company’s Series F-1 redeemable convertible preferred stock (“Series F-1 Preferred Stock”), of which
 22,851,296 shares were allocated to be purchased by an entity affiliated with Group 42 Holding Ltd (together with
 its affiliates, “G42”) for an aggregate purchase price of $335 million, subject to regulatory approval (the “G42
 Primary Purchase”). The agreement also provided G42 with an option to purchase certain additional shares in the
 Company at a 17.5% discount to the then-current fair market value, contingent upon G42 purchasing between
 $500.0 million and $5.0 billion of additional products and services (the “G42 Option”). In July 2024, the Company
 and G42 filed a Joint Voluntary Notice with the Committee on Foreign Investment in the United States (“CFIUS”)
 seeking regulatory approval of the G42 Primary Purchase, which remained pending through the end of 2024.
 The Series F-1 Preferred Stock Agreement was subsequently amended in July 2024 to increase the total number
 of Series F-1 Preferred Stock offered for sale to 28,649,385 shares, and amended and restated in September 2024 to
 change the securities to be purchased by G42 from Series F-1 Preferred Stock to Series F-2 redeemable convertible
 preferred stock (“Series F-2 Preferred Stock”), which had the same rights, preferences, and privileges as the
 Series F-1 Preferred Stock except voting rights (as amended and restated, the “Series F-1 and F-2 Preferred Stock
 Purchase Agreement”). Between July and September 2024, all shares of the Series F-1 Preferred Stock not allocated
 to the G42 Primary Purchase were purchased by various investors for gross proceeds of $85.0 million. The
 Series F-1 and F-2 Preferred Stock Purchase Agreement provided that either the Company or G42 could terminate
 the agreement if the closing of the G42 Primary Purchase does not occur by April 15, 2025.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Following engagement with CFIUS, the Company and G42 agreed in principle in the first quarter of 2025 to
 amend the Series F-1 and F-2 Preferred Stock Purchase Agreement to remove G42 as a party, and to enter into a new
 stock purchase agreement for the purchase of non-voting preferred stock if G42 consummates the G42 Primary
 Purchase. The Company and G42 also agreed in principle to revise the G42 May 2024 Agreement to remove product
 pricing and volume commitments. Based on the foregoing representations, CFIUS granted the Company’s request to
 withdraw the Joint Voluntary Notice on March 27, 2025.
 Because the G42 Primary Purchase was not consummated by April 15, 2025, no new stock purchase agreement
 was ultimately entered into, and consistent with the agreement in principle, the Series F-1 and F-2 Agreement was
 restated in the third quarter of 2025 to remove G42 as a party, including the termination of the G42 Option. The G42
 May 2024 Agreement was also terminated in its entirety.
 Forward Contract Liability
 The commitments made by the investors to purchase shares of the Company’s certain series of redeemable
 convertible preferred stock at a future date for a discounted fixed price of $14.66 per share represented forward
 contracts between the Company and the counterparties. The forward contracts were classified as a liability and
 remeasured to fair value at each reporting date, with changes in fair value recorded to other income (expense), net.
 In September 2024, an investor settled its forward contract by purchasing the underlying preferred shares, and that
 forward contract was remeasured at a fair value of $27.02 per share as of the settlement date. The forward contracts
 were considered to be a Level 3 liability in the fair value hierarchy due to certain unobservable inputs. The primary
 input in the valuation of the forward contract liability was the fair value of the Company’s underlying redeemable
 convertible preferred stock, which were determined in accordance with the applicable elements of the American
 Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as
 Compensation, and derived from a hybrid method that considered both an option pricing model (“OPM”) and the
 probability weighted expected return method (“PWERM”) to allocate the value among the Company’s classes of
 securities. The OPM was based on the Black-Scholes-Merton option pricing model, which allows for the
 identification for a range of possible future outcomes, each with an associated probability. The OPM is appropriate
 to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts.
 PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise including an initial
 public offering as well as non-initial public offering market-based outcomes. As of December 31, 2024, the fair
 value of the Company’s underlying redeemable convertible preferred stock was $30.56 per share. As the G42
 Primary Purchase was not consummated by April 15, 2025, the forward contract was extinguished.
 The following table provides a reconciliation of the beginning and ending balances for forward contract liability
 measured at fair value using significant unobservable inputs (in thousands):
  

> **Balance as of January 1, 2024   ............................................................................................................... / $—**
>
> Fair value at inception of contract   .................................................................................................... ... —
> Change in fair value     ......................................................................................................................... ... 401,264
> Settlement of Series F-1 redeemable convertible preferred stock forward contract liability ........... ... (37,928)
> Balance as of December 31, 2024    ......................................................................................................... ... 363,336
> Extinguishment of forward contract liability    ................................................................................... ... (363,336)
> Balance as of December 31, 2025    ......................................................................................................... ... $—

 For the years ended December 31, 2025 and 2024, the change in fair value and extinguishment of the forward
 contract liability were recognized in other income (expense), net.
 Series G
 In September 2025, the Company entered into a Series G redeemable convertible preferred stock purchase
 agreement with various investors to issue up to 30,359,560 shares of the Company’s Series G redeemable

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  convertible preferred stock. The Company raised $1.1 billion, net of issuance costs, through issuance of 30,359,557
 shares of Series G redeemable convertible preferred stock through October 2025.
 Series H
 In January 2026, the Company entered into a Series H redeemable convertible preferred stock purchase
 agreement  with various investors.  Refer to Note 18 – Subsequent Events for further discussion.
  
 Note 13 – Common Stock
 The Company has two classes of authorized common stock: Class A common stock and Class N common stock.
 The rights of holders of Class A common stock and Class N common stock are identical, except with respect to
 voting and conversion rights.
 Each holder of Class A common stock is entitled to one vote per share, and each holder of Class N common
 stock is entitled to no votes per share.
 Each share of Class N common stock shall automatically convert to one fully paid and nonassessable share of
 Class A common stock upon the occurrence of a common transfer, meaning any direct or indirect sale, exchange,
 redemption, assignment, distribution, gift, retirement, transfer, conveyance, or other disposition. Permitted
 transferees include entities under common control with or controlled by such holder of the Class N common stock or
 if the holder provides prior written notice to the Company electing for the transfer to not result in a conversion. Once
 converted into Class A common stock, the Class N common stock will not be reissued.
 As of December 31, 2025 and 2024, respectively, the Company was authorized to issue 271,800,000 shares and
 204,519,000 shares of Class A common stock, $0.00001 par value per share. As of December 31, 2025 and 2024,
 respectively, the Company had 57,907,093 and 53,372,691 shares of Class A common stock issued and outstanding,
 of which 772,584 and 1,373,428 shares of Class A common stock were subject to repurchase as of such date for
 early exercised stock options.
 As of December 31, 2025 and 2024, respectively, the Company was authorized to issue 37,100,000 shares and
 nil shares of Class N common stock, $0.00001 par value per share. As of December 31, 2025 and 2024, respectively,
 the Company had nil shares of Class N common stock issued and outstanding.
 As of December 31, 2025 and 2024, the Company had 889,890 and 300,138 shares of common stock held as
 treasury shares, respectively which may be used for issuance under the Equity Incentive Plan. All shares that were
 issued upon early exercise of stock options are considered legally issued and outstanding. However, for accounting
 purposes, only shares that are fully vested or are not subject to repurchase are considered issued and outstanding.
 Below is a reconciliation of shares issued and outstanding:
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Total shares of common stock legally issued and outstanding (including shares  issued upon early exercise of stock options)   .......................................................... ... 57,907,093 / 53,372,691
> Less: Shares subject to repurchase for early exercised stock options     ....................... ... (772,584) / (1,373,428)
> Total shares issued and outstanding not subject to repurchase   ............................. ... 57,134,509 / 51,999,263

 The voting, dividend, and liquidation rights of the holders of the Company’s shares of common stock are
 subject to and qualified by the rights, powers, and preferences of the holders of shares of the Company’s redeemable
 convertible preferred stock. Each share of Class A common stock entitles the holder to one vote on all matters
 submitted to a vote of the Company’s stockholders. Subject to preferences that may be applicable to any then
 outstanding preferred stock, holders of common stock are entitled to receive dividends as may be declared from time

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  to time by our board of directors out of legally available funds; provided, however, that if a dividend is paid in the
 form of common stock (or rights to acquire, or securities convertible into or exchangeable for, such shares), then the
 holders of the Class A common stock shall receive shares of Class A common stock (or rights to acquire, or
 securities convertible into or exchangeable for, such shares, as the case may be) and holders of Class N common
 stock shall receive shares of Class N common stock (or rights to acquire, or securities convertible into or
 exchangeable for, such shares, as the case may be), unless a disparate dividend treatment of the shares of each such
 class is approved by the affirmative vote of the holders of a majority of the then-outstanding shares of Class A
 common stock and Class N common stock, each voting separately as a class, subject to the preferential dividend
 rights of the preferred shares. Through December 31, 2025, no cash dividends had been declared or paid by the
 Company.
 Tender Offer
 In October 2025, the Company launched a tender offer to certain employees to purchase a maximum cash
 outlay of $100.0 million of up to an aggregate of 2,759,960 shares of the Company’s Class A common stock,
 including cancellation and settlement of shares of common stock underlying eligible options and repurchase of
 settled RSU shares from eligible sellers (the “Tender Offer”), at a purchase price of $36.23 per share.
 As part of the Tender Offer, the Company modified the liquidity event condition with respect to 185,387 RSUs
 for which the service-based vesting condition had been satisfied. The Company issued 96,848 shares, net of
 withholding taxes, upon vesting of the RSUs, and 69,584 shares were repurchased by the Company pursuant to the
 Tender Offer. Refer to Note 14 – Stock-Based Compensation for further discussion.
 In connection with the Tender Offer, the Company canceled and settled 1,567,013 shares underlying eligible
 stock options. Additionally, the Company repurchased 589,752 shares of common stock as part of the Tender Offer.
 The repurchased shares were recorded as treasury stock at cost and reflected as an addition to stockholders’
 deficit.
 The Tender Offer was completed in December 2025 and resulted in a total cash outflow of $70.7 million. Of
 this amount, $49.3 million associated with settlement of eligible options was recorded as a reduction of additional
 paid-in capital and $21.4 million was recorded in treasury stock within stockholders’ deficit.
 Warrants
 G42 Warrant
 In December 2025, the Company issued a warrant to G42 to purchase an aggregate of up to 1,857,516 shares of
 Class N Common Stock at an exercise price of $0.01 per share (“the G42 Warrant”). The warrant was fully vested
 and immediately exercisable upon issuance, and expired five days from the date of issuance. The warrant is
 classified as an equity instrument, and the grant-date fair value was $82.02 per share. The G42 Warrant was
 exercised in full in January 2026.
 The Company recorded a customer warrant asset of $152.4 million as of December 31, 2025, all of which will
 be recognized as a reduction of revenue in the consolidated statement of operations in proportion to the amount of
 related revenues, which could occur until October 2031.
 OpenAI Warrant
 Concurrent with the MRA, as discussed in Note 5 – Revenue, the Company issued to OpenAI a warrant to
 purchase up to an aggregate of up to 33,445,026 shares of the Company’s Class N common stock at an exercise
 price of $0.00001 per share (the “OpenAI Warrant”). The OpenAI Warrant vests in multiple tranches upon
 achievement of specified milestones associated with the MRA, including funding of the Working Capital Loan,
 delivery of the Committed Capacity and Additional Capacity in tranches, and certain market capitalization or

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  customer payment thresholds. As of December 31, 2025, the Company concluded that vesting of the tranches related
 to the Working Capital Loan, the Committed Capacity, and the tranche that vests upon the earlier of achieving
 specified market capitalization or customer payment thresholds under the MRA were probable of vesting, while the
 remaining tranches associated with the Additional Capacity were not considered probable of vesting.
 Subject to certain terms and conditions, the OpenAI Warrant expires on the earlier of December 24, 2035 and
 five business days following the first date during which there is no binding capacity purchase commitments or
 contractually obligated current or future payments under the MRA. The OpenAI Warrant is classified as an equity
 instrument, and the grant-date fair value was $82.02 per share. None of the warrant shares had met the vesting or
 exercise conditions as of December 31, 2025, and the issuance of the warrant had no impact on the Company’s
 consolidated financial statements other than disclosure of a subsequent event as well as remaining performance
 obligations for the year ended December 31, 2025.
  
 Note 14 – Stock-Based Compensation
 The Equity Incentive Plan provides for the Company to grant ISOs, NSOs, RSUs, and RSAs to employees,
 advisers, and directors. As of December 31, 2025 and 2024, there were 81,357,316 and 65,711,838 equity awards
 authorized, respectively.
 Stock Options
 Stock options represent the right to purchase shares of common stock on the date of exercise at a stated exercise
 price. The exercise price of a stock option generally must be at least equal to the fair market value of the common
 stock on the date of grant. Options generally vest over periods of four years or more and are exercisable over a
 period of time not to exceed 10 years from the grant date.
 The terms of the plan permit certain option holders to exercise options before their options are vested, subject to
 certain limitations. Upon early exercise, the awards become subject to a restricted stock agreement. The shares of
 restricted stock granted upon early exercise of the options are subject to the same vesting provisions in the original
 stock option awards. Shares issued as a result of early exercise that have not been vested are subject to repurchase by
 the Company upon termination of the option holder’s employment, at the price paid by the option holder. Such
 shares are not deemed to be issued for accounting purposes until they vest.
 The liability is reclassified into common stock and additional paid-in capital as the shares vest and the
 repurchase right lapses. As of December 31, 2025 and 2024, 772,584 and 1,373,428 unvested shares, respectively,
 were held by employees. Accordingly, the Company recorded the unvested portion of the exercise proceeds of
 $5.2 million and $8.5 million as a liability from the early exercise in the accompanying consolidated balance sheets
 as of December 31, 2025 and 2024, respectively.
 The following table summarizes the Company’s stock option activity and related information:
  

> **Number of  Shares**
>
> Weighted  Average  Exercise Price / Aggregate  Intrinsic Value  (in thousands) / Weighted  Average  Remaining Life
>
> Outstanding, as of January 1, 2025    ............................. ... 35,033,929 / $4.85 / $777,294 / $7.25
> Exercised during period   .......................................... ... (4,442,639) / $3.91
> Forfeited  .................................................................. ... (648,116) / $6.29
> Tender Offer options canceled and settled      .......... ... (1,567,013) / $4.79
> Expired   .................................................................... ... (14,454) / $5.55
> Outstanding and Exercisable, as of December 31,  2025  ..................................................................... ... 28,361,707 / $4.97 / $2,185,162 / $6.40

 ______________
 (1)Refer to Note 13 – Common Stock for further discussion.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock
 options and the fair value of the Company’s shares of common stock for those options that had exercise prices lower
 than the fair value of the Company’s shares of common stock. The total intrinsic value for stock options exercised
 during the years ended December 31, 2025 and 2024, was $110.6 million and $72.0 million, respectively.
 The weighted-average grant date fair value of options granted was $5.21 per share for the year ended
 December 31, 2024. No options were granted for the year ended December 31, 2025.
 As of December 31, 2025 and 2024, the total remaining unrecognized compensation expense related to unvested
 stock options was $33.2 million and $60.8 million, respectively, which will be amortized over the weighted-average
 period of 1.78 years and 2.33 years, respectively.
 The fair value of each option award is determined on the date of grant using the Black-Scholes option-pricing
 model. The calculation of fair value includes several assumptions that require management’s judgment. Due to the
 absence of a public market for the Company’s common stock, the Company’s board of directors relies on the
 assistance of management and external valuation experts to estimate the fair value of its common stock for purposes
 of granting options and for determining stock-based compensation expense. A reasonable valuation method is used
 and considers several objective and subjective factors, including obtaining contemporaneous independent third-party
 valuations, actual and forecasted operating and financial results, market conditions and performance of comparable
 publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable
 convertible preferred stock and common stock, and transactions involving the Company’s stock. The fair value of
 the Company’s common stock was determined in accordance with applicable elements of the American Institute of
 Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as
 Compensation.
 The estimated fair value of stock options was determined using the Black-Scholes option-pricing model with the
 following weighted-average assumptions:
  

> **December 31,  2024**
>
> Expected term of options (years)    .......................................................................................................... ... 6.01
> Expected volatility (%)     ......................................................................................................................... ... 59.2
> Risk-free interest rate (%)   ..................................................................................................................... ... 3.68 - 4.68
> Expected dividend yield (%)  ................................................................................................................. ... —

 No options were issued for the year ended December 31, 2025.
 Expected term: The expected term of the stock options represents the period of time stock options are expected
 to be outstanding and is based on the “simplified method.” Under this method, the term is estimated using the
 midpoint between the requisite service period and the contractual term of the option. This method is used due to the
 lack of sufficient historical exercise data.
 Expected volatility: The expected volatility is a measure of the amount by which a financial variable, such as a
 share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As
 the Company does not yet have a sufficient history of its own volatility, the Company has identified several public
 entities of similar complexity and industry and calculates historical volatility based on the volatilities of these
 companies.
 Risk-free interest rate: The risk-free interest rate is based on U.S. Treasury yield curve in effect at the time of
 grant.
 Expected dividend yield: No dividends have been paid or expected to be paid by the Company.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  RSUs
 RSUs represent a right to receive one share of common stock for each RSU that vests. The Company has
 granted RSUs that vest on satisfaction of both service- and liquidity-based vesting conditions. The service-based
 vesting condition for these equity awards is generally satisfied by rendering continuous service through the
 applicable vesting period, which is generally four years. The liquidity-based vesting condition is satisfied upon the
 occurrence of an initial public offering, direct listing, or sale of our company, given prevailing market conditions.
 Unless otherwise determined by the Board of Directors at the time of grant, service-based vesting ceases on the date
 the participant no longer provides services to the Company. If both the service-based vesting condition and the
 liquidity-based vesting condition of an RSU are not satisfied, such RSU is forfeited. If an RSU has not been
 forfeited and both the service- and liquidity-based vesting conditions have been satisfied, then on the date specified
 in the RSUs, the Company delivers to the holder a number of whole shares of common stock subject to any
 withholdings to cover tax obligations. Dividend equivalents, if any, are not credited in respect of shares covered by
 the RSUs, except as otherwise permitted by the Compensation Committee. As of December 31, 2025 and 2024, the
 Company had 15,229,068 and 4,909,256 unvested RSUs, respectively.
 The following table summarizes RSU activity and related information:
  

> **Number of  Shares / Weighted  Average Grant  Date Fair Value**
>
> Outstanding as of January 1, 2025 ............................................................................. ... 4,909,256 / $18.08
> Granted  .................................................................................................................. ... 11,154,655 / $27.65
> Tender Offer RSU modified and settled     ............................................................ ... (185,387) / $24.35
> Forfeited     ................................................................................................................ ... (649,456) / $25.15
> Outstanding as of December 31, 2025  ....................................................................... ... 15,229,068 / $24.72

 ____________
 (1) Refer to Note 13 – Common Stock for further discussion.
 As of December 31, 2025 and 2024, the total remaining unrecognized compensation expense related to unvested
 RSUs was $343.5 million and $79.1 million, respectively. This unrecognized compensation expense will be
 recognized when the liquidity-based vesting condition becomes probable for certain RSUs that have a performance
 condition, and service-based vesting condition will be satisfied over the weighted-average period of 2.91 years and
 1.75 years, respectively.
 Total stock-based compensation expense for years ended December 31, 2025 and 2024 was as follows (in
 thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Cost of revenue   .......................................................................................................... ... $827 / $921
> Research and development   ........................................................................................ ... $32,154 / $41,397
> Sales and marketing   ................................................................................................... ... $9,950 / $8,723
> General and administrative     ........................................................................................ ... $6,836 / $7,523
> Total stock-based compensation expense   ............................................................. ... $49,767 / $58,564

 Approximately $0.9 million and $1.0 million of the compensation expense recognized for each of the years
 ended December 31, 2025 and 2024, respectively, was attributed to certain share-based awards, which provided the
 employee the option to choose between equity or cash, of which approximately $0.5 million and $0.6 million was
 included in accrued and other current liabilities on the consolidated balance sheets as of December 31, 2025 and
 2024, respectively.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Approximately $14.1 million and $30.7 million of the compensation expense recognized for the years ended
 December 31, 2025 and 2024, respectively, was attributed to sales of shares of common stock by certain current and
 former employees of the Company to certain existing equity holders in the Company, through secondary market
 transactions, where the excess price paid above fair value for shares was recorded as stock-based compensation
 expense.
 Modification of stock-based awards
 As part of the Tender Offer, the Company modified the liquidity-event condition with respect to 185,387 RSUs
 for which the service-based vesting condition had been satisfied. Specifically, the liquidity-event condition was
 waived, such that those RSUs became fully vested on December 2, 2025, and settled in shares of Class A Common
 Stock that were eligible to be sold in the Tender Offer. The Company accounted for the modification of the RSUs as
 a Type III modification. The incremental fair value was measured as of the modification date as the excess of the fair
 value of the modified awards over the fair value of the original awards immediately prior to modification. The
 Company recognized $6.7 million of incremental compensation cost during the year ended December 31, 2025.
 Because the service condition had been satisfied at the modification date, the incremental compensation cost was
 recognized immediately.
 Certain awards were modified post-termination under a transition arrangement, resulting in additional stock-
 based compensation expense of $0.4 million during the year ended December 31, 2025. No modification charges
 were recorded during the year ended December 31, 2024.
  
 Note 15 – Income Taxes
 The components of income (loss) before income taxes are as follows (in thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Domestic  .................................................................................................................... ... $239,568 / $(482,424)
> Foreign  ....................................................................................................................... ... 5,316 / 2,749
> Income (loss) before income taxes     ....................................................................... ... $244,884 / $(479,675)

 The components of the income tax expense (benefit) are as follows (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Current
> Federal     .................................................................................................................. ... $(169) / $527
> State    ...................................................................................................................... ... 9,128 / 898
> Foreign     .................................................................................................................. ... 392 / 213
> Total current tax expense   ........................................................................................... ... $9,351 / $1,638
> Deferred
> Foreign     .................................................................................................................. ... $(2,294) / $289
> Total deferred tax expense (benefit)   .......................................................................... ... (2,294) / 289
> Total income tax expense      .......................................................................................... ... $7,057 / $1,927

 ASU 2023-09 Adoption
 The Company has early adopted the new disclosure rules found in ASU 2023-09 for the 2025 year and has
 elected to use the Prospective Adoption approach.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  A reconciliation of the Company’s recorded income tax expense to the U.S. statutory rate is as follows (in
 thousands except percentages):
  

> **Year Ended December 31, 2025**
>
> Year Ended December 31, 2025 / Year Ended December 31, 2025 / Year Ended December 31, 2025 / Year Ended December 31, 2025
>
> Total PTBI / $ / %
> U.S. Federal Statutory Rate  ........................................................... ... $244,884 / $51,426 / 21.00%
> State and Local Income Taxes, Net of Federal Income Tax  Effect     ...................................................................................... ... 7,375 / 3.01
> Foreign Tax Effects
> Foreign Statutory Rate     ............................................................. ... 278 / 0.11
> Other nondeductible items ........................................................ ... (93) / (0.04)
> Return to Provision   ................................................................... ... (2,193) / (0.90)
> Change in Valuation Allowance    ................................................... ... 37,582 / 15.35
> Nontaxable or Nondeductible Items
> Forward Contract Revaluation    ................................................. ... (76,300) / (31.16)
> Stock-Based Compensation Expense    ....................................... ... (11,960) / (4.88)
> Other nondeductible items ........................................................ ... 768 / 0.31
> Changes in Unrecognized Tax Benefits  ........................................ ... 707 / 0.29
> Other Adjustments       ........................................................................ ... (532) / (0.22)
> Provision for income taxes     ............................................................ ... $7,057 / 2.87%

 ______________
 (1)The jurisdiction that contributes to the majority of the tax effect in this category is Minnesota.
 A reconciliation of the Company’s recorded income tax expense to the U.S. statutory rate is as follows (in
 thousands):
  

> **Years Ended  December 31,**
>
> 2024
> Income taxes computed at U.S. federal statutory rate     ......................................................................... ... $(100,732)
> State taxes     ............................................................................................................................................ ... 898
> Foreign rate differential     ....................................................................................................................... ... 327
> Forward contract revaluation     ............................................................................................................... ... 84,265
> Stock-based compensation ................................................................................................................... ... 5,111
> Tax credits, net of FIN48 reserves     ....................................................................................................... ... (3,298)
> Change in valuation allowance    ............................................................................................................ ... 15,712
> Other     .................................................................................................................................................... ... (356)
> Income tax expense  ......................................................................................................................... ... $1,927

 Deferred income taxes arise from temporary differences between the carrying value of assets and liabilities for
 financial reporting purposes and income tax reporting purposes, as well as net operating losses and tax credit

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows (in
 thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Deferred Tax Assets:
> Net operating losses     .............................................................................................. ... $123,490 / $86,111
> Allowances and accruals   ....................................................................................... ... 29,259 / 11,107
> Tax credits, net of FIN48 reserves  ........................................................................ ... 30,621 / 30,876
> Stock-based compensation   .................................................................................... ... 10,045 / 7,438
> Lease liability   ........................................................................................................ ... 98,904 / 9,673
> Capitalized R&D and identified intangibles     ......................................................... ... 62,295 / 63,796
> Other     ..................................................................................................................... ... 2,482 / 439
> Gross deferred tax assets     ........................................................................................... ... 357,096 / 209,440
> Less: Valuation Allowance   ........................................................................................ ... (233,035) / (200,259)
> Net deferred tax assets   ............................................................................................... ... $124,061 / $9,181
> Deferred Tax Liabilities:
> Depreciation  .......................................................................................................... ... $(23,076) / $—
> Right-of-use asset    ................................................................................................. ... (94,255) / (8,671)
> Other     ..................................................................................................................... ... (4,849) / (916)
> Gross deferred tax liabilities     ...................................................................................... ... (122,180) / (9,587)
> Net deferred tax assets (liabilities)   ............................................................................ ... $1,881 / $(406)

 The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the
 appropriate character in future periods. The Company regularly assesses the ability to realize its deferred tax assets
 and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will
 not be realized. The Company weighs all available positive and negative evidence, including its earnings history and
 results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income, and tax
 planning strategies. Due to the weight of objectively verifiable negative evidence, including its history of losses in
 the United States, the Company believes that it is more likely than not that its U.S. federal and state deferred tax
 assets will not be realized. Accordingly, the Company has recorded a valuation allowance on such deferred tax
 assets. The valuation allowance against our various deferred tax assets increased by $32.6 million and $16.0 million
 during the years ended December 31, 2025, and 2024, respectively.
 The amount of cash paid for income taxes (net of refunds) is as follows (in thousands):
  

> **Years Ended  December 31,**
>
> 2025
> Federal    ................................................................................................................................................. ... $409
> State and Local      .................................................................................................................................... ... 893
> Foreign - India    ..................................................................................................................................... ... 397
> Income taxes, net of amounts refunded    .......................................................................................... ... $1,699

 As of December 31, 2025, the Company had federal, state, and foreign net operating loss carryforwards in the
 amount of $414.8 million, $352.4 million, and $48.1 million, respectively, available to offset future taxable income.
 The federal net operating loss has an indefinite carryforward period but is limited to offset 80% of taxable income in

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  the year utilized.  The state net operating loss carryforwards have various carryover periods and will begin to expire
 as early as 2036.
 As of December 31, 2025, the Company had federal, California, and Canadian research and development credit
 carryforwards of $33.7 million, $13.8 million, and $3.6 million, respectively. The federal research and development
 credits will begin to expire in 2038, the California research and development credits have no expiration, and the
 Canadian research and development credits will begin to expire in 2041.
 Utilization of our net operating loss and credits may be subject to annual limitations due to the ownership
 change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. The
 Company’s net operating loss carryforwards and credits could expire before utilization if subject to annual
 limitations.
 The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands):
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> 2025 / 2024
> Gross unrecognized tax benefits, beginning of year   .................................................. ... $31,545 / $25,739
> Gross increases related to prior-year positions   .......................................................... ... — / 34
> Gross increases related to current-year positions    ...................................................... ... 726 / 5,772
> Gross unrecognized tax benefits, end of year   ............................................................ ... $32,271 / $31,545

 All of the Company’s tax years remain open for examination by U.S. federal and state tax authorities. The non-
 U.S.  tax returns remain open for examination for the years 2021 and onwards. Due to our federal and state valuation
 allowance, none of the unrecognized tax benefits as of December 31, 2025, and 2024, respectively, would affect the
 effective tax rate if recognized. We recognize interest and penalties related to unrecognized tax benefits as income
 tax expense.
 U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis
 of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. As a result of the Tax
 Cuts and Jobs Act (“Tax Act”), the tax impact of future distributions of foreign earnings would generally be limited
 to withholding tax from local jurisdictions. The amount of the deferred tax liability on the excess of the amount for
 financial reporting over the tax basis of investments in foreign subsidiaries is not material.
  
 Note 16 – Leases
 Our lease obligations primarily consist of operating leases for our headquarters’ campus and domestic and
 international offices and data centers, with lease periods expiring between fiscal years 2027 and 2031.
 Lease costs included in measurement of lease obligations and other information related to non-cancelable
 operating leases were as follows (in thousands)
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Operating lease cost    ................................................................................................... ... $31,780 / $10,539
> Variable lease costs      ................................................................................................... ... 2,312 / 285
> Short-term lease costs      ............................................................................................. ... 75,333 / 8,076
> Total lease costs     .................................................................................................... ... $109,425 / $18,900

 _______________
 (1) Short-term lease costs on leases with terms of over one month and less than one year.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  The weighted-average remaining lease terms and discount rates were as follows
  

> **As of December 31, / As of December 31, / As of December 31,**
>
> Other information ....................... 2025 / 2024
> Weighted-average remaining lease term (in years)       .................................................. ... 4.7 / 2.7
> Weighted-average discount rate     ............................................................................... ... 8.6% / 10.6%

 As of December 31, 2025, future minimum lease payments of the Company’s operating lease liabilities were
 due as follows (in thousands):
  

> **Year ending December 31, / Operating Leases**
>
> 2026     ..................................................................................................................................................... ... $66,337
> 2027     ..................................................................................................................................................... ... 70,073
> 2028     ..................................................................................................................................................... ... 59,502
> 2029     ..................................................................................................................................................... ... 60,244
> Thereafter   ............................................................................................................................................. ... 62,792
> Total future lease payments  ................................................................................................................. ... 318,948
> Less: Imputed interest  .......................................................................................................................... ... (57,126)
> Present value of operating lease liabilities    ........................................................................................... ... $261,822

 Supplemental cash flow information related to leases was as follows (in thousands):
  

> **Years Ended December 31, / Years Ended December 31, / Years Ended December 31,**
>
> 2025 / 2024
> Cash paid for amounts included in the measurement of lease liabilities:
> Operating cash flows for operating leases  ............................................................ ... $23,039 / $6,442
> Right-of-use assets obtained in exchange for lease obligations:
> Operating leases      .................................................................................................... ... $235,053 / $43,659

 Leases Not Yet Commenced
 In late 2025, the Company executed non-cancelable lease agreements for additional data center capacity with
 lease commencement dates in 2026. As of December 31, 2025, the leases had not commenced and therefore are not
 reflected in the consolidated balance sheets. The Company will recognize operating lease right-of-use assets and
 corresponding lease liabilities at the commencement date based on the present value of lease payments over the
 respective lease terms. Aggregate undiscounted future minimum lease payments under these agreements total
 approximately $344.3 million over the lease term.
  
 Note 17 – Commitments and Contingencies
 The Company has entered into certain contracts to receive consulting and other services that represent
 unconditional purchase obligations to purchase goods or services that are enforceable and legally binding. Purchase
 commitments exclude agreements that are cancellable without penalty and unconditional purchase commitments
 with a remaining term of one year or less. As of December 31, 2025, future payments related to non-cancelable
 commitments under these contracts are due as follows: $4.1 million (2026), and $3.0 million (2027).
 In the ordinary course of business, the Company may be subject from time to time to various proceedings,
 lawsuits, disputes, or claims. Although the Company cannot predict with assurance the outcome of any litigation, it
 does not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on
 the Company’s financial condition, results of operations, or cash flows.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  
 Note 18 – Subsequent Events
 The Company has evaluated all transactions through March 31, 2026, the date these consolidated financial
 statements were available to be issued, and has determined that there are no other events that would require
 disclosure in or adjustment to these financial statements except as discussed below.
 Series H Redeemable Convertible Preferred Stock
 In January 2026, the Company entered into a Series H redeemable convertible preferred stock purchase
 agreement with various investors to issue up to 11,394,059 shares of the Company’s Series H redeemable
 convertible preferred stock. The Company raised $1.0 billion, net of issuance costs, through issuance of 11,394,059
 shares of Series H redeemable convertible preferred stock at a price of $89.02 per share. The Company intends to
 use the proceeds for working capital and general corporate purposes.
 Working Capital Loan
 In January 2026, the Company received in cash the $1.0 billion Working Capital Loan funded by OpenAI to
 support the build-out of infrastructure and related capabilities required to deliver such services under the MRA. The
 Working Capital Loan is subject to a secured promissory note and bears interest at 6% (unless waived) with a
 maturity date of no later than December 31, 2032. Refer to Note 5 – Revenue for further discussion of the MRA
 with OpenAI.
 Executive Grants
 In February 2026, the Company’s board of directors approved equity awards to its co-founder executives, the
 Chief Executive Officer (“CEO”) and the Chief Technology Officer (“CTO”), consisting of RSUs and performance-
 based restricted stock units (“PRSUs”).
 The Company granted 743,902 RSUs to the CEO and 495,426 RSUs to the CTO. These RSUs vest subject to
 both service-based and liquidity-based vesting conditions. The service-based condition is satisfied ratably on a
 monthly basis beginning January 5, 2026 over periods of 48 to 60 months, subject to continued qualifying service.
 The liquidity-based vesting condition is expected to be satisfied upon the completion of the Company’s initial public
 offering, subject to continued qualifying service through such date. The Company will begin recognizing stock-
 based compensation expense for these awards when it is probable that the liquidity condition will be satisfied, using
 the accelerated attribution method over the requisite service period.
 The Company also granted 5,700,000 PRSUs to the CEO and 3,300,000 PRSUs to the CTO. Each PRSU
 represents the right to receive one share of Class B common stock upon vesting. The PRSUs vest in three equal
 tranches based on the achievement of market capitalization thresholds of $75 billion, $150 billion and $250 billion,
 respectively. Vesting may occur beginning six months following the completion of the Company’s initial public
 offering, subject to continued qualifying service through the applicable vesting date. Market capitalization is
 determined based on the 90-trading-day trailing average of the Company’s Class A common stock price multiplied
 by the number of outstanding shares of Class A common stock. Unvested PRSUs are forfeited upon termination of
 qualifying service, and any PRSUs that remain unvested as of the ninth anniversary of the completion of the
 Company’s initial public offering will be forfeited. In the event of a change in control, achievement of the market
 capitalization thresholds is determined based on the transaction price, with linear interpolation applied, as applicable.
 The Company is in the process of determining the grant-date fair value of these awards. The grant-date fair
 value of the PRSUs will reflect the effect of the market capitalization conditions. Stock-based compensation expense
 for the PRSUs will be recognized over the derived service period for each tranche, and only when the liquidity
 condition has been met.

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 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  Leases
 In March 2026, the Company entered into a data center lease agreement in Canada that is expected to
 commence in 2026. The expected minimum lease payments are approximately $2.2 billion over a 10-year term.
 Concurrent with the lease, the Company entered into a stock purchase agreement with the lessor pursuant to which
 the lessor purchased 168,509 shares of the Company’s Class N common stock at a purchase price of $89.02 per
 share, for an aggregate purchase price of $15.0 million.
 Amazon Web Services Collaboration Agreement
 In March 2026, the Company entered into a  term sheet with Amazon Web Services, Inc. for a multi-year
 strategic collaboration to deploy AI inference compute infrastructure and related services. The arrangement
 contemplates an initial deployment under multi-year lease arrangements, with associated recurring payments, subject
 to the achievement of specified technical milestones and potential expansion through additional system
 deployments, capacity allocations and hardware purchase options. In addition, the term sheet provides for a
 commitment to issue a warrant to purchase up to a maximum of 2,696,678 shares of the Company’s Class N
 common stock with an exercise price of $100.00 per share and a term of seven years. The warrant is expected to vest
 based on a combination of time- and performance-based conditions.
 The term sheet includes certain provisions intended to be binding, including those related to pricing, exclusivity,
 hardware procurement, and the warrant commitment. The completion of the contemplated transactions remains
 subject to the execution of definitive agreements and the satisfaction of customary conditions.

  

  

  
    ![backcover1aa.jpg](assets/backcover1aa.jpg)

*backcover1aa.jpg*

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 PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
  
 Item 13. Other Expenses of Issuance and Distribution
 The following table sets forth the costs and expenses, other than underwriting discounts and commissions,
 payable by the registrant in connection with the sale of the Class A common stock being registered. All amounts are
 estimates except for the Securities and Exchange Commission (the “SEC”) registration fee, the Financial Industry
 Regulatory Authority (“FINRA”) filing fee, and the Nasdaq Stock Market LLC listing fee.
  

> **Amount to Be  Paid**
>
> SEC registration fee    .............................................................................................................................. ... $13,810
> FINRA filing fee     ................................................................................................................................... ... 15,000
> Nasdaq Stock Market LLC listing fee       .................................................................................................. ... 25,000
> Transfer agent’s fees and expenses  ....................................................................................................... ... *
> Printing and engraving expenses     .......................................................................................................... ... *
> Legal fees and expenses  ........................................................................................................................ ... *
> Accounting fees and expenses     .............................................................................................................. ... *
> Blue Sky fees and expenses    .................................................................................................................. ... *
> Miscellaneous expenses     ........................................................................................................................ ... *
> Total  ................................................................................................................................................. ... $                   *

 _______________
 *To be completed by amendment.
  
 Item 14. Indemnification of Directors and Officers
 Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and
 officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines,
 and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened,
 pending, or completed actions, suits, or proceedings in which such person is made a party by reason of such person
 being or having been a director, officer, employee, or agent to the registrant. The Delaware General Corporation
 Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be
 entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Article 9 of the
 registrant’s amended and restated certificate of incorporation, to be in effect immediately prior to the completion of
 this offering, provides for indemnification by the registrant of its directors, officers, and employees to the fullest
 extent permitted by the Delaware General Corporation Law. The registrant has entered or will enter into
 indemnification agreements with each of its current directors, executive officers, and certain other officers to provide
 these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in
 the registrant’s amended and restated certificate of incorporation and amended and restated bylaws, each to be in
 effect immediately prior to the completion of this offering, and to provide additional procedural protections. There is
 no pending litigation or proceeding involving a director or executive officer of the registrant for which
 indemnification is sought.
 Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of
 incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its
 stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for
 any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or
 omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in the case
 of directors, for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions,
 or (iv) for any transaction from which the director or officer derived an improper personal benefit, provided that

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  officers may not be indemnified for actions by or in the right of the corporation. The registrant’s amended and
 restated certificate of incorporation, to be in effect immediately prior to the completion of this offering, provides for
 such limitation of liability.
 The registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and
 officers against loss rising from claims made by reason of breach of duty or other wrongful act and (b) to the
 registrant with respect to payments that may be made by the registrant to such officers and directors pursuant to the
 above indemnification provision or otherwise as a matter of law.
 The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides
 for indemnification of directors and officers of the registrant by the underwriters against certain liabilities.
  
 Item 15. Recent Sales of Unregistered Securities
 Since January 1, 2023, the registrant made sales of the following unregistered securities:
 Option, Warrant, and Common Stock Issuances
 From January 1, 2023 to December 31, 2024, the registrant granted to its employees, consultants, and other
 service providers options to purchase an aggregate of 72,792,724 shares of its Class B common stock under its 2016
 Equity Incentive Plan (as amended, the “2016 Plan”), at exercise prices ranging from $0.09 to $13.01 per share.
 From January 1, 2023 to December 31, 2024, the registrant issued and sold to its employees, consultants, and
 other service providers an aggregate of 30,176,004 shares of its Class B common stock upon the exercise of stock
 options under its 2016 Plan, at exercise prices ranging from $0.09 to $13.01 per share, for a weighted-average
 exercise price of $2.28.
 Since January 1, 2025, the registrant issued and sold to its employees, consultants, and other service providers
 an aggregate of                 shares of its Class B common stock upon the exercise of stock options under its 2016 Plan,
 at exercise prices ranging from $           to $           per share, for a weighted-average exercise price of $          .
 From January 1, 2023 to December 31, 2024, the registrant granted to its employees, consultants, and other
 service providers restricted stock units covering an aggregate of 2,111,636 shares of its Class B common stock under
 its 2016 Plan.
 Since January 1, 2025, the registrant granted to its employees, consultants, and other service providers restricted
 stock units covering an aggregate of                 shares of its Class B common stock under its 2016 Plan.
 In August 2022, the registrant sold an aggregate of 599,880 shares of its Class B common stock to an accredited
 investor at a purchase price of $16.7525 per share, for an aggregate purchase price of $10.0 million.
 In December 2025, the registrant issued a warrant to purchase up to 1,857,516 shares of its Class N common
 stock at an exercise price of $0.01 per share.
 In December 2025, the registrant issued a warrant to purchase up to 33,445,026 shares of its Class N common
 stock at an exercise price of $0.00001 per share.
 In January 2026, the registrant sold an aggregate of 1,857,516 shares of its Class N common stock to an
 accredited investor at a purchase price of $0.01 per share, for an aggregate purchase price of $18.6 thousand.
 In January 2026, the registrant sold an aggregate of 168,509 shares of its Class N common stock to an
 accredited investor at a purchase price of $89.0156 per share, for an aggregate purchase price of $15.0 million.

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  In April 2026, the registrant issued a warrant to purchase up to 1,655,975 shares of its Class N common stock at
 an exercise price of $0.01 per share.
 In April 2026, the registrant sold an aggregate of 1,655,975 shares of its Class N common stock to an accredited
 investor at a purchase price of $0.01 per share, for an aggregate purchase price of $16.6 thousand.
 Redeemable Convertible Preferred Stock Issuances
 In July and August 2024, the registrant sold an aggregate of 2,728,512 shares of its Series F-1 redeemable
 convertible preferred stock to five accredited investors at a purchase price of $14.66 per share, for an aggregate
 purchase price of $40.0 million. In September 2024, the registrant issued and sold 3,069,577 shares of its Series F-1
 redeemable convertible preferred stock to an accredited investor at a purchase price of $14.66 per share, for a
 purchase price of $45.0 million.
 In August 2024, the registrant issued 68,213 shares of its Series E redeemable convertible preferred stock to an
 accredited investor pursuant to a warrant with an exercise price of $0.00001 per share.
 In September and October 2025, the registrant sold an aggregate of 30,359,557 shares of its Series G
 redeemable convertible preferred stock to five accredited investors at a purchase price of $36.2324 per share, for an
 aggregate purchase price of $1.1 billion.
 In January and February 2026, the registrant sold an aggregate of 11,394,059 shares of its Series H redeemable
 convertible preferred stock to accredited investors at a purchase price of $89.0156 per share, for an aggregate
 purchase price of $1.0 billion.
 The registrant believes these offers, sales, and issuances were exempt from registration under the Securities Act
 of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act or Regulation D
 promulgated thereunder, or Rule 701 promulgated under the Securities Act as transactions by an issuer not involving
 a public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.
 The recipients of the securities in each of these transactions represented their intentions to acquire the securities for
 investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate
 legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access,
 through their relationships with the registrant, to information about the registrant.
  
 Item 16. Exhibits and Financial Statement Schedules
 See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by
 reference.
 Schedules not listed above have been omitted because the information required to be set forth therein is not
 applicable or is shown in the financial statements or notes thereto.
  
 Item 17. Undertakings
 (a)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
 officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
 registrant has been advised that in the opinion of the SEC such indemnification is against public policy as
 expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
 indemnification against such liabilities (other than the payment by the registrant of expenses incurred or
 paid by a director, officer, or controlling person of the registrant in the successful defense of any action,
 suit, or proceeding) is asserted by such director, officer or controlling person in connection with the
 securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has
 been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether

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  such indemnification by it is against public policy as expressed in the Securities Act and will be governed
 by the final adjudication of such issue.
 (b)The undersigned registrant hereby undertakes that:
 (1)For purposes of determining any liability under the Securities Act, the information omitted from the
 form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
 in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
 Securities Act shall be deemed to be part of this registration statement as of the time it was declared
 effective.
 (2)For the purpose of determining any liability under the Securities Act, each post-effective amendment
 that contains a form of prospectus shall be deemed to be a new registration statement relating to the
 securities offered therein, and the offering of such securities at that time shall be deemed to be the
 initial bona fide offering thereof.

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 EXHIBIT INDEX
  

> **Exhibit Number / Exhibit Description**
>
> 1.1* .................................... Form of Underwriting Agreement
> 3.1 ..................................... Amended and Restated Certificate of Incorporation, as amended, as currently in effect
> 3.2 ..................................... Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the    completion of this offering
> 3.3 ..................................... Bylaws, as currently in effect
> 3.4 ..................................... Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of this    offering
> 4.1 ..................................... Reference is made to Exhibits 3.1 through 3.4
> 4.2 ..................................... Form of Class A Common Stock Certificate
> 4.3 ..................................... Amended and Restated Investors’ Rights Agreement, dated as of January 28, 2026, by and among the    Registrant and the investors listed therein
> 5.1* .................................... Opinion of Latham & Watkins LLP
> 10.1(a) ................................. Standard Industrial/Commercial Single-Tenant Lease, dated as of January 27, 2022, by and between    the Registrant and Xinbei Tech, Inc.
> 10.1(b) ................................. First Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated as of June 2, 2023, by    and between the Registrant and Xinbei Tech, Inc.
> 10.1(c) ................................. Second Amendment to Standard Industrial/Commercial Single-Tenant Lease, dated as of June 4, 2024,    by and between the Registrant and Xinbei Tech, Inc.
> 10.2(a)# ................................ 2016 Equity Incentive Plan, as amended
> 10.2(b)# ................................ Form of Notice of Stock Option Grant and Stock Option Agreement under the 2016 Equity Incentive    Plan
> 10.2(c)# ................................ Form of Notice of Restricted Stock Unit Award Grant and Restricted Stock Unit Agreement under the    2016 Equity Incentive Plan
> 10.3(a)# ................................ 2026 Incentive Award Plan
> 10.3(b)# ................................ Form of Stock Option Grant Notice and Stock Option Agreement under the 2026 Incentive Award Plan
> 10.3(c)# ................................ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under    the 2026 Incentive Award Plan
> 10.4# ................................... 2026 Employee Stock Purchase Plan
> 10.5# ................................... Non-Employee Director Compensation Program
> 10.6# ................................... Form of Indemnification and Advancement Agreement between the Registrant and each of its    Directors and Executive Officers
> 10.7# ................................... Executive Change in Control and Severance Plan
> 10.8# ................................... Continued Employment Offer Letter, dated as of March 22, 2026, by and between the Registrant and    Andrew D. Feldman
> 10.9# ................................... Continued Employment Offer Letter, dated as of March 22, 2026, by and between the Registrant and    Sean Lie
> 10.10# .................................. Amended and Restated Employment Offer Letter, dated as of March 25, 2026, by and between the    Registrant and Dhiraj Mallick
> 10.11†+ ................................. Master Relationship Agreement, dated as of December 24, 2025, by and between the Registrant and    OpenAI OpCo, LLC
> 10.12† .................................. Secured Promissory Note, dated as of January 5, 2026, by and between the Registrant and OpenAI    OpCo, LLC
> 10.13† .................................. Warrant to Purchase Class N Common Stock, dated as of December 24, 2025, by and between the    Registrant and OpenAI OpCo, LLC
> 10.14 ................................... Registration Rights Agreement, dated as of December 24, 2025, by and between the Registrant and    OpenAI OpCo, LLC
> 10.15†+ ................................. Framework Agreement for the Supply of Goods, dated as of September 13, 2023, by and between the    Registrant and G42 Holding US LLC

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> **Exhibit Number / Exhibit Description**
>
> 10.16†+ ................................. Purchase Order, dated as of November 5, 2025, by and between the Registrant and Mohamed bin    Zayed University of Artificial Intelligence
> 10.17†+ ................................. Purchase Order, dated as of December 30, 2025, by and between the Registrant and Mohamed bin    Zayed University of Artificial Intelligence
> 10.18+ .................................. Revolving Credit and Guaranty Agreement, dated as of April 14, 2026, by and among the Registrant,    the obligors, lenders, and issuing banks party thereto, and Morgan Stanley Senior Funding, Inc., as    administrative agent and collateral agent.
> 16.1 .................................... Letter Regarding Change in Certifying Accountant
> 21.1 .................................... List of Subsidiaries of the Registrant
> 23.1 .................................... Consent of BDO USA, P.C., independent registered public accounting firm
> 23.2 .................................... Consent of KPMG LLP, independent registered public accounting firm
> 23.3* ................................... Consent of Latham & Watkins LLP (included in Exhibit 5.1)
> 24.1 .................................... Power of Attorney (reference is made to the signature page to the Registration Statement)
> 107.1 ................................... Filing Fee Table

 _______________
 *To be filed by amendment.
 #Indicates management contract or compensatory plan.
 †Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of
 Regulation S-K because they are both not material and are the type that the Registrant treats as private or
 confidential.
 +Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant
 undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.

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## Power of Attorney (reference is made to the signature page to the Registration Statement)

  
 SIGNATURES
 Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this
 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
 Sunnyvale, State of California, on the 17th day of April, 2026.
  

| CEREBRAS SYSTEMS INC. | CEREBRAS SYSTEMS INC. |
| --- | --- |
| By: | /s/ Andrew D. Feldman |
| Name: | Andrew D. Feldman |
| Title: | Chief Executive Officer |

 POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
 and appoints Andrew D. Feldman, Robert Komin, and Shirley X. Li, and each of them, his or her true and lawful
 attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name,
 place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to
 this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities
 Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection
 therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full
 power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said
 attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause
 to be done by virtue hereof.
 Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been
 signed by the following persons in the capacities and on the dates indicated.
  

> **Signature / Title / Date**
>
> /s/ Andrew D. Feldman ................... Chief Executive Officer, President, and Director (Principal Executive Officer) / April 17, 2026
> Andrew D. Feldman ....................... Chief Executive Officer, President, and Director (Principal Executive Officer) / April 17, 2026
> /s/ Robert Komin ........................ Chief Financial Officer (Principal Financial Officer) / April 17, 2026
> Robert Komin ............................ Chief Financial Officer (Principal Financial Officer) / April 17, 2026
> /s/ Yagnesh Patel ....................... Chief Accounting Officer (Principal Accounting Officer) / April 17, 2026
> Yagnesh Patel ........................... Chief Accounting Officer (Principal Accounting Officer) / April 17, 2026
> /s/ Paul Auvil .......................... Director / April 17, 2026
> Paul Auvil .............................. Director / April 17, 2026
> /s/ Elena Donio ......................... Director / April 17, 2026
> Elena Donio ............................. Director / April 17, 2026
> /s/ Lior Susan .......................... Director / April 17, 2026
> Lior Susan .............................. Director / April 17, 2026
> /s/ Steve Vassallo ...................... Director / April 17, 2026
> Steve Vassallo .......................... Director / April 17, 2026
> /s/ Eric Vishria ........................ Director / April 17, 2026
> Eric Vishria ............................ Director / April 17, 2026