Cerebras IPO has ‘too much hair’ as AI chipmaker tries to sell Wall Street on Nvidia alternative
Andrew Feldman, co-founder and CEO of Cerebras Systems, speaks at the Collision conference in Toronto on June 20, 2024.
Ramsey Cardy | Sportsfile | Collision | Getty Images
AI chipmaker Cerebras is trying to be the first major venture-backed tech company to go public in the U.S. since April and to capitalize on investors’ insatiable demand for Nvidia, now valued at $3.3 trillion.
While its position in artificial intelligence infrastructure represents a major tail wind, Cerebras has challenges — most notably a hefty reliance on a single Middle Eastern customer — that may prove too weighty to overcome in the company’s attempt to ride the Nvidia wave. Valued at $4 billion in 2021, Cerebras is reportedly seeking to roughly double that in its IPO.
“There’s too much hair on this deal,” David Golden, a startup investor at Revolution Ventures who led tech investment banking at JPMorgan Chase from 2000 to 2006, said in an interview this week. “This would never have gotten through our underwriting committee.”
Cerebras launched in 2016 and three years later unveiled its first processor. The company, headquartered in Sunnyvale, California, claims its current chip is faster and more efficient than Nvidia’s graphics processing unit, or GPU, for training large language models.
In 2023, Cerebras’ sales more than tripled to $78.7 million. In the first half of 2024, revenue climbed to $136.4 million, and growth appears poised to ramp up significantly, as Cerebras says in its prospectus that it’s signed agreements to sell $1.43 billion worth of systems and services, with prepayment expected before March 2025.
But the most glaring red flag in Cerebras’ filing relates to customer concentration. One company based in Abu Dhabi, United Arab Emirates, accounted for 87% of revenue in the first half of the year. The customer, G42, is backed by Microsoft, and it’s entirely responsible for the $1.43 billion purchase commitment.
Cerebras doesn’t list any other clients in its prospectus, but it does name a few on its website, including AstraZeneca, GlaxoSmithKline and the Mayo Clinic. Cerebras says in the filing that, in expanding its customer base, the company plans to “aggressively pursue opportunities in relevant sectors such as healthcare, pharmaceutical, biotechnology” and other areas “where our AI acceleration capabilities can address critical computational bottlenecks.”
In addition to its reliance on G42 for business, Cerebras counts the company as an investor, and it’s seeking clearance from the Treasury Department’s Committee on Foreign Investment in the U.S., or CFIUS, to give the Middle Eastern firm a bigger position. G42 has agreed to purchase a $335 million stake by April that, at current levels, would make it the largest owner. G42 can pick up $500 million more in Cerebras shares if it commits to spend $5 billion on the company’s computing clusters.
CFIUS has the authority to review foreign investments in U.S. companies for potential national security concerns. Cerebras said in its filing that it doesn’t believe CFIUS has “jurisdiction over G42’s purchase of our non-voting securities” but added that “there is no guarantee that CFIUS will approve” it. Reuters on Tuesday reported that Cerebras was likely to delay its initial public offering and call off its roadshow, scheduled to start next week, due to a national security review. Reuters cited people familiar with the matter.
U.S. lawmakers have expressed unease about G42’s historic ties to China, through both past investments and customer relationships. G42 said in February that it had sold its stakes in Chinese companies after Rep. Mike Gallagher, R-Wis., chairman of the Select Committee on the Chinese Communist Party, wrote a letter of concern to Commerce Secretary Gina Raimondo about what he called G42’s “extensive business relationships with Chinese military companies, state-owned entities and the PRC intelligence services.”
G42 didn’t respond to a request for comment.
Shunned by top banks
Even if it achieves CFIUS approval, Cerebras has a lot to overcome in trying to sell this deal to investors following a long stretch of suppressed valuations for smaller tech companies and a shortage of IPOs since the end of 2021.
Adding to Cerebras’ list of potential roadblocks is the fact that none of the primary tech investment banks are involved.
Goldman Sachs and Morgan Stanley have long dominated IPO underwriting in tech, with JPMorgan Chase also battling to get in the mix. They’re all absent from the Cerebras deal, and sources with knowledge of the process, who asked not to be named because the talks are private, said they stayed away in part due to the risks associated with customer concentration and foreign investment.
The deal is being led by Citigroup and Barclays, which are both large global banks but not the ones that get leadership positions on top tech IPOs.
Representatives from Citigroup, Goldman Sachs, JPMorgan and Morgan Stanley declined to comment. Barclays didn’t respond to a request for comment.
Cerebras’ auditor is BDO, which isn’t one of the so-called Big Four accounting firms. For the other three venture-backed IPOs this year, the accountants were KPMG (Reddit and Rubrik) and PwC (Astera Labs), which are two of the Big Four, along with Deloitte and Ernst & Young.
BDO declined to comment.
There’s also Cerebras CEO Andrew Feldman, who pleaded guilty in 2007 to one count of circumventing accounting controls when he was vice president of marketing at a public company called Riverstone Networks a few years earlier.
“What else could you have added to this to make it really difficult?” Revolution’s Golden said.
A Cerebras spokesperson declined to comment for this story.
The major Wall Street banks, for their part, are finding other ways to play in the burgeoning AI infrastructure market. Last week, Goldman Sachs, JPMorgan and Morgan Stanley were among a roster of banks that participated in issuing a $4 billion revolving line of credit to OpenAI. And on Friday, Nvidia GPU provider CoreWeave announced the close of a $650 million credit facility that was led by the top three tech banks.
Peter Thiel, president and founder of Clarium Capital Management LLC, speaks during the Bitcoin 2022 conference in Miami, Florida, on Thursday, April 7, 2022.
Eva Marie Uzcategui | Bloomberg | Getty Images
For Cerebras, there’s still a path to an IPO, given the sheer excitement around AI chips and the dearth of investable opportunities in the market.
Also, Nvidia is trading near a record. Mizuho Securities estimates that Nvidia controls 95% of the market for AI training and inference chips used for models like OpenAI’s GPT-4. Venture capitalist Peter Thiel said at the All-In Summit last month that Nvidia is the only company in the space that’s making money.
“Nvidia is making over 100% of the profits,” Thiel said in an on-stage interview at the event in Los Angeles. “Everybody else is collectively losing money.”
Cerebras is still in the money-losing column, reporting a second-quarter net loss of almost $51 million. However, excluding stock-based compensation, the company is close to breakeven on an operating basis.
Retail investor Jim Fitch, a retired homebuilder in Florida, is among those excited about the opportunity to get in early. Fitch, who said he sold out of his Nvidia stock years ago, told CNBC that the benefits outweigh the risks. He noted that Feldman, Cerebras’ co-founder and CEO, sold his prior company, SeaMicro, to Nvidia rival Advanced Micro Devices for more than $300 million over a decade ago.
Fitch is drawn to the promise of Cerebras’ technology, particularly its WSE-3 chip, which the company calls “the fastest AI processor on Earth,” packed with 4 trillion transistors.
“It’ll do the work of 100 Nvidias,” Fitch said.
Alex Karp, CEO of Palantir Technologies speaks during the Digital X event on September 07, 2021 in Cologne, Germany.
Andreas Rentz | Getty Images
Palantir shares continued their torrid run on Friday, soaring as much as 9% to a record, after the developer of software for the military announced plans to transfer its listing to the Nasdaq from the New York Stock Exchange.
The stock jumped past $64.50 in afternoon trading, lifting the company’s market cap to $147 billion. The shares are now up more than 50% since Palantir’s better-than-expected earnings report last week and have almost quadrupled in value this year.
Palantir said late Thursday that it expects to begin trading on the Nasdaq on Nov. 26, under its existing ticker symbol “PLTR.” While changing listing sites does nothing to alter a company’s fundamentals, board member Alexander Moore, a partner at venture firm 8VC, suggested in a post on X that the move could be a win for retail investors because “it will force” billions of dollars in purchases by exchange-traded funds.
“Everything we do is to reward and support our retail diamondhands following,” Moore wrote, referring to a term popularized in the crypto community for long-term believers.
Moore appears to have subsequently deleted his X account. His firm, 8VC, didn’t immediately respond to a request for comment.
Last Monday after market close, Palantir reported third-quarter earnings and revenue that topped estimates and issued a fourth-quarter forecast that was also ahead of Wall Street’s expectations. CEO Alex Karp wrote in the earnings release that the company “absolutely eviscerated this quarter,” driven by demand for artificial intelligence technologies.
U.S. government revenue increased 40% from a year earlier to $320 million, while U.S. commercial revenue rose 54% to $179 million. On the earnings call, the company highlighted a five-year contract to expand its Maven technology across the U.S. military. Palantir established Maven in 2017 to provide AI tools to the Department of Defense.
The post-earnings rally coincides with the period following last week’s presidential election. Palantir is seen as a potential beneficiary given the company’s ties to the Trump camp. Co-founder and Chairman Peter Thiel was a major booster of Donald Trump’s first victorious campaign, though he had a public falling out with Trump in the ensuing years.
When asked in June about his position on the 2024 election, Thiel said, “If you hold a gun to my head I’ll vote for Trump.”
Thiel’s Palantir holdings have increased in value by about $3.2 billion since the earnings report and $2 billion since the election.
In September, S&P Global announced Palantir would join the S&P 500 stock index.
Analysts at Argus Research say the rally has pushed the stock too high given the current financials and growth projections. The analysts still have a long-term buy rating on the stock and said in a report last week that the company had a “stellar” quarter, but they downgraded their 12-month recommendation to a hold.
The stock “may be getting ahead of what the company fundamentals can support,” the analysts wrote.
Charles Liang, chief executive officer of Super Micro Computer Inc., during the Computex conference in Taipei, Taiwan, on Wednesday, June 5, 2024. The trade show runs through June 7.
Annabelle Chih | Bloomberg | Getty Images
Super Micro Computer could be headed down a path to getting kicked off the Nasdaq as soon as Monday.
That’s the potential fate for the server company if it fails to file a viable plan for becoming compliant with Nasdaq regulations. Super Micro is late in filing its 2024 year-end report with the SEC, and has yet to replace its accounting firm. Many investors were expecting clarity from Super Micro when the company reported preliminary quarterly results last week. But they didn’t get it.
The primary component of that plan is how and when Super Micro will file its 2024 year-end report with the Securities and Exchange Commission, and why it was late. That report is something many expected would be filed alongside the company’s June fourth-quarter earnings but was not.
The Nasdaq delisting process represents a crossroads for Super Micro, which has been one of the primary beneficiaries of the artificial intelligence boom due to its longstanding relationship with Nvidia and surging demand for the chipmaker’s graphics processing units.
The one-time AI darling is reeling after a stretch of bad news. After Super Micro failed to file its annual report over the summer, activist short seller Hindenburg Research targeted the company in August, alleging accounting fraud and export control issues. The company’s auditor, Ernst & Young, stepped down in October, and Super Micro said last week that it was still trying to find a new one.
The stock is getting hammered. After the shares soared more than 14-fold from the end of 2022 to their peak in March of this year, they’ve since plummeted by 85%. Super Micro’s stock is now equal to where it was trading in May 2022, after falling another 11% on Thursday.
Getting delisted from the Nasdaq could be next if Super Micro doesn’t file a compliance plan by the Monday deadline or if the exchange rejects the company’s submission. Super Micro could also get an extension from the Nasdaq, giving it months to come into compliance. The company said Thursday that it would provide a plan to the Nasdaq in time.
A spokesperson told CNBC the company “intends to take all necessary steps to achieve compliance with the Nasdaq continued listing requirements as soon as possible.”
While the delisting issue mainly affects the stock, it could also hurt Super Micro’s reputation and standing with its customers, who may prefer to simply avoid the drama and buy AI servers from rivals such as Dell or HPE.
“Given that Super Micro’s accounting concerns have become more acute since Super Micro’s quarter ended, its weakness could ultimately benefit Dell more in the coming quarter,” Bernstein analyst Toni Sacconaghi wrote in a note this week.
A representative for the Nasdaq said the exchange doesn’t comment on the delisting process for individual companies, but the rules suggest the process could take about a year before a final decision.
A plan of compliance
The Nasdaq warned Super Micro on Sept. 17 that it was at risk of being delisted. That gave the company 60 days to submit a plan of compliance to the exchange, and because the deadline falls on a Sunday, the effective date for the submission is Monday.
If Super Micro’s plan is acceptable to Nasdaq staff, the company is eligible for an extension of up to 180 days to file its year-end report. The Nasdaq wants to see if Super Micro’s board of directors has investigated the company’s accounting problem, what the exact reason for the late filing was and a timeline of actions taken by the board.
The Nasdaq says it looks at several factors when evaluating a plan of compliance, including the reasons for the late filing, upcoming corporate events, the overall financial status of the company and the likelihood of a company filing an audited report within 180 days. The review can also look at information provided by outside auditors, the SEC or other regulators.
Last week, Super Micro said it was doing everything it could to remain listed on the Nasdaq, and said a special committee of its board had investigated and found no wrongdoing. Super Micro CEO Charles Liang said the company would receive the board committee’s report as soon as last week. A company spokesperson didn’t respond when asked by CNBC if that report had been received.
If the Nasdaq rejects Super Micro’s compliance plan, the company can request a hearing from the exchange’s Hearings Panel to review the decision. Super Micro won’t be immediately kicked off the exchange – the hearing panel request starts a 15-day stay for delisting, and the panel can decide to extend the deadline for up to 180 days.
If the panel rejects that request or if Super Micro gets an extension and fails to file the updated financials, the company can still appeal the decision to another Nasdaq body called the Listing Council, which can grant an exception.
Ultimately, the Nasdaq says the extensions have a limit: 360 days from when the company’s first late filing was due.
A poor track record
There’s one factor at play that could hurt Super Micro’s chances of an extension. The exchange considers whether the company has any history of being out of compliance with SEC regulations.
Between 2015 and 2017, Super Micro misstated financials and published key filings late, according to the SEC. It was delisted from the Nasdaq in 2017 and was relisted two years later.
Super Micro “might have a more difficult time obtaining extensions as the Nasdaq’s literature indicates it will in part ‘consider the company’s specific circumstances, including the company’s past compliance history’ when determining whether an extension is warranted,” Wedbush analyst Matt Bryson wrote in a note earlier this month. He has a neutral rating on the stock.
History also reveals just how long the delisting process can take.
Charles Liang, chief executive officer of Super Micro Computer Inc., right, and Jensen Huang, co-founder and chief executive officer of Nvidia Corp., during the Computex conference in Taipei, Taiwan, on Wednesday, June 5, 2024.
Annabelle Chih | Bloomberg | Getty Images
Super Micro missed an annual report filing deadline in June 2017, got an extension to December and finally got a hearing in May 2018, which gave it another extension to August of that year. It was only when it missed that deadline that the stock was delisted.
In the short term, the bigger worry for Super Micro is whether customers and suppliers start to bail.
Aside from the compliance problems, Super Micro is a fast-growing company making one of the most in-demand products in the technology industry. Sales more than doubled last year to nearly $15 billion, according to unaudited financial reports, and the company has ample cash on its balance sheet, analysts say. Wall Street is expecting even more growth to about $25 billion in sales in its fiscal 2025, according to FactSet.
Super Micro said last week that the filing delay has “had a bit of an impact to orders.” In its unaudited September quarter results reported last week, the company showed growth that was slower than Wall Street expected. It also provided light guidance.
The company said one reason for its weak results was that it hadn’t yet obtained enough supply of Nvidia’s next-generation chip, called Blackwell, raising questions about Super Micro’s relationship with its most important supplier.
“We don’t believe that Super Micro’s issues are a big deal for Nvidia, although it could move some sales around in the near term from one quarter to the next as customers direct orders toward Dell and others,” wrote Melius Research analyst Ben Reitzes in a note this week.
Super Micro’s head of corporate development, Michael Staiger, told investors on a call last week that “we’ve spoken to Nvidia and they’ve confirmed they’ve made no changes to allocations. We maintain a strong relationship with them.”
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