The Cerebras S-1 discloses that OpenAI holds warrants on more than 33 million Cerebras shares. The warrants are tied to a compute agreement valued at more than $10 billion over multiple years. The agreement contains termination clauses — conditions under which OpenAI can exit the deal before the full term. [1]

The structure deserves attention before CBRS opens Thursday. This paper noted Tuesday that Cerebras's relationship with OpenAI was its largest demand signal. That relationship is now disclosed in fuller detail: OpenAI is simultaneously the company's most important customer and a warrant-holding stakeholder whose equity upside grows with the stock it helped price. The termination clauses add the other side of the ledger — OpenAI can reduce Cerebras's revenue while the warrant value follows whatever the market decides.

This is not a conventional customer relationship. It is a structure in which the buyer holds a financial instrument that benefits from the seller's success and retains the contractual right to reduce the seller's primary revenue stream. Whether regulators, investors, or the Musk-Altman trial's verdict on OpenAI's governance posture affect how the market reads that structure is an open question as of Wednesday night. The S-1 disclosed the fact. The market will price what it means.

-- THEO KAPLAN, San Francisco