Peraso Inc美股招股说明书(2025-12-09版)

1,019,047 Shares of Common StockIssuable Upon Exercise of Outstanding Warrants This prospectus relates to the resale of up to 1,019,047 shares of common stock, $0.001 par value per share (the “CommonStock”), of Peraso Inc. (the “Company,” “we,” “our” or “us”) by the Selling Stockholders listed in this prospectus or their permittedtransferees (the “Selling Stockholders”). The shares of Common Stock registered for resale pursuant to this prospectus consist of (i)952,380 shares of Common Stock (the “Common Warrant Shares”) issuable upon the exercise of Series E warrants (the “CommonWarrants”) and (ii) 66,667 shares of Common Stock (the “Placement Agent Warrant Shares” and together with the Common WarrantShares, the “Warrant Shares”) issuable upon the exercise of certain warrants issued to our placement agent and its designees (the“Placement Agent Warrants” and together with the Common Warrants, the “Warrants”). The Warrants were issued to the SellingStockholders in a private placement offering (the “Private Placement”), which closed on September 12, 2025. For additional information about the Private Placement, see “Private Placement” on page 8 of this prospectus. The Common Warrants have an exercise price of $1.25 per share and are exercisable beginning on the six-month anniversaryof the date of issuance. The Common Warrants are exercisable until the five and one half-year anniversary of the initial exercise date.The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement Agent Warrantshave an exercise price of $1.475, are exercisable immediately upon issuance until the five-year anniversary of the date of issuance andinclude piggyback registration rights that are triggered if there is not an effective registration statement covering the resale of all of thePlacement Agent Warrant Shares while the Placement Agent Warrants are outstanding. The Selling Stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of CommonStock or interests in their shares of Common Stock on any stock exchange, market or trading facility on which the shares of CommonStock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, atprices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan ofDistribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of theshares of Common Stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Warrants. See“Use of Proceeds” beginning on page 12 and “Plan of Distribution” beginning on page 13 of this prospectus for more information. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PRSO.” On December 8, 2025, thelast reported sale price of our Common Stock as reported on Nasdaq was $0.9846. You should read this prospectus, together with additional information described under the headings “Incorporation of CertainInformation by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission onMarch 28, 2025, and our other filings we make with the Securities and Exchange Commission from time to time, which areincorporated by reference herein in their entirety, together with other information in this prospectus and the informationincorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 8, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7PRIVATE PLACEMENT8SELLING STOCKHOLDERS9USE OF PROCEEDS12PLAN OF DISTRIBUTION13DESCRIPTION OF CAPITAL STOCK14LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND MORE INFORMATION18INCORPORATION OF CERTAIN INFORMATION BY REFERENCE19 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “SecuritiesAct”), that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelfregistration process, the Selling Stockholders named in this prospectus may offer and sell the shares of Common Stock described inthis