Peraso Inc美股招股说明书(2026-07-15版)

Up to 31,750,000 Shares of Common Stock This prospectus relates to the offer and sale of up to 31,750,000 shares of our common stock, par value $0.001 per share(“common stock”), of Peraso Inc., a Delaware corporation (the “Company”, “we” or “us”), by Roth Principal Investments, LLC,whom we refer to in this prospectus as “Roth Principal Investments” or the “Selling Stockholder.” The shares of our common stock to which this prospectus relates may be issued by us to Roth Principal Investments pursuantto a Common Stock Purchase Agreement, dated as of June 30, 2026, we entered into with Roth Principal Investments (the “PurchaseAgreement”). Such shares of our common stock consist of up to 31,750,000 shares (the “Purchase Shares”) that we may, in our solediscretion, elect to sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to the PurchaseAgreement. As of the date of this prospectus, we have not issued any shares of our common stock to Roth Principal Investments underthe Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our commonstock by the Selling Stockholder. However, we may receive up to $25,000,000 aggregate gross proceeds under the PurchaseAgreement from sales of our common stock we may elect to make to Roth Principal Investments pursuant to the Purchase Agreementafter the date of this prospectus. See “The Committed Equity Facility” for a description of the Purchase Agreement and “SellingStockholder” for additional information regarding Roth Principal Investments. Roth Principal Investments may sell or otherwise dispose of the common stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how Roth PrincipalInvestments may sell or otherwise dispose of our common stock pursuant to this prospectus. Roth Principal Investments is an“underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of our common stockto which this prospectus relates by the Selling Stockholder, including legal and accounting fees. We have also engaged DigitalOffering, LLC (“Digital Offering”) to act as a “qualified independent underwriter” in this offering and have agreed to pay their fees forsuch services. See “Plan of Distribution (Conflict of Interest)” beginning on page 32. Our shares of our common stock are listed on The Nasdaq Capital Market under the symbol “PRSO.” On July 13, 2026, thelast reported sale price of our common stock on The Nasdaq Capital Market was $0.755 per share. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section entitled “Risk Factors” beginning on page 10of this prospectus before buying our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus isJuly 14, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS9RISK FACTORS10THE COMMITTED EQUITY FACILITY15USE OF PROCEEDS27DIVIDEND POLICY27DETERMINATION OF OFFERING PRICE27DESCRIPTION OF CAPITAL STOCK28SELLING STOCKHOLDER31PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)32LEGAL MATTERS35EXPERTS35WHERE YOU CAN FIND MORE INFORMATION35INCORPORATION OF CERTAIN INFORMATION BY REFERENCE36 Neither we nor the Selling Stockholder have authorized anyone to provide you with information other than thatcontained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you.We and the Selling Stockholder take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The Selling Stockholder is offering to sell, and seeking offers to buy, the securities onlyin jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of thedate on the front cover page of this prospectus, or other earlier date stated in this prospectus, regardless of the time of deliveryof this prospectus or of any sale of our securities. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities orpossession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus injurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to thisoffering and the distribution of this prospectu