Cerebras Systems Inc-A美股招股说明书(2026-05-14版)

CerebrasCerebras Systems Inc. Class A Common Stock Cerebras Systems Inc. is offering 30,000,000 shares of its Class A common stock. This is our initial public offering and no public marketcurrently exists for shares of our Class A common stock. The initial public offering price per share of our Class A common stock is $185.00. We have been approved to list our ClassA common stock on the Nasdaq Global Select Market under the symbol “CBRS,” and this offeringis contingent upon the listing of our Class A common stock on the Nasdaq Global Select Market. Following completion of this offering, we will have three classes of authorized common stock: Class A common stock, ClassB common stock,and Class N common stock. The rights of the holders of Class A common stock, ClassB common stock, and Class N common stock areidentical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share ofClassB common stock is entitled to 20 votes and is convertible at any time into one share of ClassA common stock. Each share of ClassNcommon stock is non-voting and is convertible into one share of ClassA common stock. Outstanding shares of Class B common stock, based onbeneficial ownership as of March 31, 2026, will represent approximately 99.2% of the voting power of our outstanding capital stockimmediately following this offering. See the section titled “Description of Capital Stock” for additional information. We are an “emerging growth company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certainreduced public company reporting requirements for this and future filings. Investing in our Class A common stock involves risks. See the section titled “Risk Factors” beginning on page21to read about factors youshould consider before deciding to invest in our Class A common stock. See the section titled “Underwriters” for a description of the compensation payable to the underwriters. At our request, the underwriters have reserved up to 1,500,000 shares of Class A common stock offered by this prospectus for sale at the initialpublic offering price through a directed share program to certain persons identified by our management and certain long-tenured employees,which may include parties with whom we have a business relationship and friends and family of management and such employees. See thesection titled “Underwriters—Directed Share Program” for additional information. We have granted the underwriters the right to purchase up to an additional4,500,000shares of our Class A common stock from us to coverover-allotments, if any, at the initial public offering price less the underwriting discount. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares against payment onMay15, 2026. MORGAN STANLEY TD COWEN Through and including June7, 2026 (the 25th day after the date of this prospectus), all dealers that buy,sell, or trade shares of our ClassA common stock, whether or not participating in this offering, may berequired to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers todeliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. As used in this prospectus, unless the context otherwise requires, references to “Cerebras Systems,” “Cerebras,”the “company,” “we,” “us,” “our,” and similar terms refer to Cerebras Systems Inc. and, where appropriate, itssubsidiaries, taken as a whole. “Cerebras,” “Cerebras Systems,” the Cerebras logos, and other trade names, trademarks, or service marks ofCerebras appearing in this prospectus are the property of Cerebras Systems Inc. Other trade names, trademarks, orservice marks appearing in this prospectus are the property of their respective holders. Solely for convenience, tradenames, trademarks, and service marks referred to in this prospectus appear without the ®, ™, andSMsymbols, butthose references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicablelaw, our rights or that the applicable owner will not assert its rights, to these trade names, trademarks, and servicemarks. Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly,numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precedethem. Referencestowww.cerebras.ai in this prospectus are inactive textual references only, and the informationcontained on, or that can be accessed through, our website does not constitute part of this prospectus. We have not, and the underwriters have not, authorized anyone to provide you any information or to make anyrepresentations oth