AI Chip Maker Cerebras Returns to Public Markets: Files S-1 for Nasdaq Listing 19 Months After CFIUS Delay
Cerebras Systems filed a public Form S-1 with the SEC on April 17, seeking to list on Nasdaq under the ticker CBRS. Revenue grew 76% to $510 million in 2025 and the company posted its first full-year GAAP net income of $237.8 million, but 91% of accounts receivable at year-end 2024 came from a single UAE customer, G42.
Cerebras Systems Inc., the wafer-scale AI chip designer that withdrew its previous IPO in October 2025 after a 14-month CFIUS review of its largest customer's investment, filed a fresh Form S-1 with the Securities and Exchange Commission on April 17, 2026. The Sunnyvale, California-based company has applied to list its Class A common stock on the Nasdaq Global Select Market under the ticker CBRS.
Share count and price range are left blank in this initial public S-1 and will be populated in a subsequent amendment.
Capital structure
Cerebras is proposing a three-class voting structure:
| Class | Votes per share | Notes |
|---|---|---|
| Class A | 1 | Offered in the IPO |
| Class B | 20 | Held by insiders; convertible 1:1 to Class A |
| Class N | 0 | Non-voting; convertible 1:1 to Class A |
The turnaround year
The S-1 headline: Cerebras swung from a $481.6 million GAAP net loss in 2024 to a $237.8 million GAAP net profit in 2025, while revenue grew 76% year-over-year.
| 2024 | 2025 | |
|---|---|---|
| Total revenue | $290.3M | $510.0M |
| GAAP net income (loss) | ($481.6M) | $237.8M |
| Non-GAAP net loss | ($21.8M) | ($75.7M) |
| Cash & equivalents (year-end) | — | $701.7M |
| Total assets (year-end) | — | $2.33B |
| Accumulated deficit (year-end) | — | ($905.3M) |
| Headcount | — | 708 |
The GAAP-vs-non-GAAP gap matters. The company attributes the divergence to stock-based compensation and a fair-value adjustment on an extinguished forward contract liability — meaning the operating business is still losing money before those accounting effects.
The G42 dependency
The filing's most pointed disclosure concerns customer concentration. As of December 31, 2024, a single customer — UAE-based G42 — accounted for 91.0% of accounts receivable. The S-1 also states that "in 2025, a significant majority of our revenue was generated from customers headquartered in the United Arab Emirates."
Cerebras lists four significant customers: OpenAI, G42, MBZUAI (Mohamed bin Zayed University of Artificial Intelligence), and Amazon Web Services. G42 and MBZUAI are identified in the filing as related parties of each other under ASC 850.
The company warns that "any material adverse development" in its relationship with these customers — including failure to meet obligations under the Master Research Agreement with OpenAI — "would harm our business, financial condition, results of operations, and prospects."
The CFIUS detour
Cerebras first filed a draft registration statement in June 2024 and went public with its S-1 in September 2024. G42's planned investment — through a Series F-1 Preferred Stock agreement amended and restated in September 2024 — triggered a Joint Voluntary Notice to the Committee on Foreign Investment in the United States. Review remained pending through the end of 2024.
The company filed a Request to Withdraw (Form RW) in October 2025, re-entered confidential DRS status in December 2025, amended that in March 2026, and converted to a public S-1 on April 17.
The chip
Cerebras' product is the Wafer-Scale Engine 3 (WSE-3) — a single chip that spans an entire 300mm silicon wafer. The S-1 reports the following comparisons against NVIDIA's B200 package (which contains two individual chips):
| Metric | WSE-3 vs B200 |
|---|---|
| Physical size | 58× larger |
| Transistors | 19× more |
| On-chip memory | 250× more |
| Memory bandwidth | 2,625× more |
Each WSE is deployed inside the CS-3 system — a full rack-scale unit bundling the chip with cooling, power delivery, and interconnect.
Cerebras fabricates its wafers exclusively through TSMC, which the S-1 identifies as a single-source supplier risk — particularly in light of the war in the Middle East and broader geopolitical tensions.
Leadership
Cerebras was founded in 2016 by CEO Andrew Feldman. The initial public board will include Feldman, Paul Auvil, Steve Vassallo, Eric Vishria, Elena Donio, and Lior Susan, arranged in three staggered classes with terms ending 2027, 2028, and 2029.