Wednesday is Day Two since Cerebras Systems's April 17 S-1 refile for a proposed Nasdaq listing under CBRS. [1] The paper's Tuesday feature reconstructed the OpenAI triangle — a $20 billion multi-year compute deal, a $1 billion working-capital loan at six percent, and 33,445,026 warrants on Class N common stock at an exercise price of $0.00001 per share. [1] Day Two is when the priced disclosure becomes the roadshow architecture.
The order backlog is $24.6 billion, most of it tied to OpenAI. [2] Cerebras's 2025 revenue was $510 million, up 76 percent year over year. [2] A single customer whose role appears three times in the prospectus — buyer, lender, and warrant-holder of nearly ten percent economic equity — is the central risk the mid-May pricing will test.
The paper's Monday-Tuesday position holds: concentration was renamed, not dispersed. Previously G42 was 87 percent of 2024 revenue; now UAE-billed entities are 86 percent of 2025 revenue, and OpenAI plus AWS are projected to be 86 percent of 2026. The customer-base shifted jurisdictions. The concentration did not shift. [1][2]
Morgan Stanley, Citigroup, Barclays and UBS are the lead underwriters. [2] The roadshow opens with the triangle visible on the cover. Underwriters priced the 2024 offering past a G42 CFIUS review; the OpenAI triangle is not a national-security review but a related-party-disclosure test. The S-1 passed the disclosure hurdle by overdisclosing; the market test begins when the book is taken.
-- THEO KAPLAN, San Francisco