When Cerebras files its S-1 this week, public investors will be handed a company where the board investor, the largest customer, and the most important private information are all held by the same person.
Sam Altman, CEO of OpenAI, sits on Cerebras's board. He is also an early Cerebras investor. And his company has committed to spending more than $20 billion with the chipmaker over the next three years — a commitment large enough to justify the entire valuation public investors are being asked to pay.
That is not illegal. It is not even unusual in late-stage private markets. What is unusual is what happens next: when a company goes public, the people who negotiated information rights — the board members and early investors — get to see the utilization data, the contract health, and the customer concentration risk before the prospectus explains it. Public shareholders get the filing. They do not get the board briefings.
Cerebras, a Sunnyvale, California chipmaker that builds the largest AI processors ever fabricated by physical size, filed its S-1 on Friday, targeting a valuation of roughly $35 billion, according to Reuters and The Information. That is 60 percent above the $22 billion valuation the company commanded two months earlier. It is also roughly 445 times the company's last reported annual revenue of $78.7 million.
The gap between those numbers is explained by the OpenAI contract.
In January, OpenAI signed a deal to purchase up to 750 megawatts of computing capacity from Cerebras — a transaction worth more than $10 billion. Reuters reported on the same day the S-1 refiled that OpenAI has agreed to pay Cerebras more than $20 billion over three years for servers, with total spending including $1 billion for data center development potentially reaching $30 billion. In exchange, OpenAI receives warrants representing up to a 10 percent stake in Cerebras.
The contract is a forward commitment, not a purchase order. It is structured to make Cerebras's revenue trajectory — and therefore its valuation — look like a growth story rather than a single-customer dependency.
Whether that commitment is arm-length, whether it was shopped to other chip vendors, whether the price reflects fair market value: the prospectus will disclose the relationship. It will not answer those questions.
If OpenAI infrastructure spending slows — if the next model trains more cheaply, if inference becomes dramatically more efficient, if the scale economics break — Cerebras's customer concentration becomes its existential risk rather than its growth story. The private investors, including Altman, have board seats and data rights. They can see if the contract is fraying. Public investors will have paid $35 billion for a company that needs one customer to keep spending at the same rate, against a contract they cannot inspect.
The earlier S-1 filing was withdrawn in October 2025 after a U.S. national security review of G42, a minority investor. That review appears resolved; G42 is no longer listed among investors in the new filing. Cerebras reported revenue of $78.7 million in 2023 with a net loss of $127 million and had 401 employees as of 2024.
At $35 billion, Cerebras would be among the most valuable semiconductor companies in the world — valued at a multiple Nvidia has never approached, justified entirely by a single contract with a company whose CEO sits on the Cerebras board.
Cerebras declined to comment.
The full S-1 has not yet dropped. The $35 billion valuation, the $20 billion commitment, and the warrant structure are from reporting by Reuters and The Information. When the filing becomes public, the numbers will be confirmed or revised. The governance structure will be in the prospectus. The question is whether the story the company tells matches the story the numbers tell — and whether the people who wrote the numbers got out first.