Cerebras Files To Raise $3.5 Billion In IPO, Boosting Stakes For OpenAI And Early Backers

Cerebras Systems said Monday it plans to sell 28 million shares at a range of $115 to $125 apiece, a move that would bring in about $3.5 billion and peg the company’s market value near $26.6 billion at the top of the range. If the offering prices at or above that band, it would stand as the largest U.S. technology initial public offering this year and a substantial windfall for investors who backed the company in recent private rounds — and for OpenAI, a key customer and creditor.

The chip maker builds an AI-specific processor called the Wafer-Scale Engine 3, which the company says outpaces graphics processing units on inference work while consuming less energy. Inference is the part of AI computing that handles user requests and runs models in production. Industry analysts say a genuinely more efficient inference chip could reshape purchasing by cloud operators and AI labs, but they also warn that independent performance testing and broader customer adoption will be crucial.

A group of well-known venture and strategic investors stand to benefit from a successful debut. Filing documents show that Alpha Wave, Benchmark (through a named partner), Eclipse, Fidelity and Foundation Capital each own more than one-twentieth of the business. The SEC filing and company materials also identify a long roster of other backers, from sovereign and institutional investors in Abu Dhabi to private funds and chipmakers, alongside a slate of prominent angel backers that includes several founders and senior figures from the AI community.

Cerebras’ ties to OpenAI have been especially prominent. The two companies have a commercial relationship that grew into a large compute agreement and, in December, OpenAI extended a $1 billion loan to Cerebras secured by warrants that could convert into roughly 33 million shares. Legal filings in other matters have previously referenced discussions about a possible acquisition that never occurred, and while OpenAI is not presently among the largest disclosed shareholders, the loan structure gives it a path to expand its position.

The offering caps a multi-year run of financing and commercial deals. Cerebras had intended to list in 2024 but postponed that effort after a federal review related to an investment by Abu Dhabi-based cloud provider G42, a major customer. It later raised $1.1 billion at an $8.1 billion post-money valuation in a September round led by Fidelity and Atreides, announced a multi-year compute agreement with OpenAI valued at more than $10 billion, and then closed a roughly $1 billion financing this winter at a reported $23 billion valuation before moving toward today’s offering.

Market interest appears strong. Underwriters have reported roughly $10 billion of orders for the $3.5 billion of stock on offer, a sign that the deal could price at the high end of its range or above. “If that momentum holds, banks will have the latitude to push the price up,” said a tech investment banker who asked not to be named. Increased pricing would amplify gains for private investors and make Cerebras a bellwether for other large tech listings that some expect later this year. Investors will be watching the final price, the company’s longer-term revenue path, and whether OpenAI exercises its warrants.