Cerebras Systems Inc.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and

uncertainties. All statements other than statements of historical facts contained in this prospectus, including

statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans,

objectives of management and expected market growth, are forward-looking statements. In some cases, you can

identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,”

“plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”

“potential,” “goal,” “objective,” “seeks,” or “continue,” or the negative of these words or other similar terms or

expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in

this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our revenue, cash flows, expenses,

gross margins, and other results of operations;

•our ability to acquire new customers and grow our customer base;

•our ability to successfully retain existing customers, including OpenAI, G42, MBZUAI, AWS, and other

significant customers, and expand sales within our existing customer base;

•our expectations with respect to the performance of our offerings;

•our ability to procure and finance data center capacity in geographies and on the timelines we desire on

commercially reasonable terms;

•our ability to successfully maintain our relationships with our third-party suppliers and manufacturers;

•launching new offerings, adding new product capabilities, and our technology and product roadmap;

•future investments in developing and enhancing our business;

•our expectations regarding our ability to expand;

•design, manufacturing, or product defects;

•our ability to effectively manage our growth;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our

capital requirements;

•the estimated size of our addressable market opportunity;

•economic and industry trends, projected growth, or trend analysis, particularly as it relates to AI compute;

•investments in our sales and marketing efforts;

•our reliance on our senior management team and our ability to identify, recruit, and retain skilled personnel;

•our ability to obtain, maintain, protect, and enforce our intellectual property rights and any costs associated

therewith;

•our ability to comply with laws and regulations that currently apply or become applicable to our business

both in the United States and internationally;

•economic trends and other macroeconomic factors, such as tariffs, the cost of power, fluctuating interest

rates and rising inflation;

•the impact of geopolitical changes or tensions, political conflicts, and other global financial, economic, and

political events and wars on our industry, customers, business, financial condition, results of operations,

and prospects and any global pandemics or health crises;

•our expected use of proceeds from this offering; and

•other risks and uncertainties described in this prospectus, including those under the section titled “Risk

Factors.”

We caution you that the foregoing list does not contain all of the forward-looking statements made in this

prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the

forward-looking statements contained in this prospectus primarily on our current expectations, estimates, forecasts,

and projections about future events and trends that we believe may affect our business, financial condition, results of

operations, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement

contained in this prospectus, we cannot guarantee that the future results, levels of activity, performance, or events

and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the

events described in these forward-looking statements is subject to risks, uncertainties and other factors described in

the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and

rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to

predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this

prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved

or occur, and actual results, events or circumstances could differ materially from those described in the forward-

looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the

statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus

to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of

unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations

disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking

statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers,

dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant

subject. These statements are based upon information available to us as of the date of this prospectus, and while we

believe such information forms a reasonable basis for such statements, such information may be limited or

incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or

review of, all potentially available relevant information. These statements are inherently uncertain, and you are

cautioned not to unduly rely upon these statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as

exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that

our actual future results may be materially different from what we expect. We qualify all of the forward-looking

statements in this prospectus with these cautionary statements.