OpenAI and Cerebras Sign Over $20 Billion Purchase Agreement for Up to 10% Equity

According to Dynamic Beating monitoring, The Information has exclusively revealed that OpenAI has signed a three-year computing power procurement agreement with AI chip company Cerebras for a minimum of $20 billion, more than double the $10 billion disclosed in January this year. As consideration, OpenAI will receive warrants for a minority stake in Cerebras; if OpenAI's three-year procurement spending reaches the $30 billion cap, the corresponding proportion can increase to 10%. OpenAI will also provide an additional $1 billion to Cerebras, specifically to fund the construction of data centers for OpenAI's use.

The real key to this contractual arrangement is not the amount, but the accounting structure. The agreement is designed as a "working capital deposit": OpenAI can record the $1 billion data center investment as an asset, with part of the purchase payments to Cerebras recorded as interest income, offsetting some of the actual computing power expenses. OpenAI also plans to extend this structure to other cloud providers and chip companies. For a company that plans to spend $45 billion this year, $90 billion next year, a total of $650 billion in computing power costs over five years, and is preparing for an IPO, this accounting method that converts part of the procurement spending into assets and interest income directly relates to how the prospectus tells the story.

Cerebras will submit its IPO prospectus this Friday, aiming to raise about $3 billion with a valuation of $35 billion, a 60% premium over the $22 billion valuation in the most recent February private placement round. The company initially filed for an IPO in September 2024 but withdrew, then turned to an $11 billion private placement in October. The timing of the disclosure of OpenAI's deal is strategically placed just a day before the prospectus, a crucial move for Cerebras to explain the doubling of its valuation to investors. Previous IPO filings showed that Group 42 (the parent company of UAE AI giant G42) contributed 83% of Cerebras' revenue in 2023 and 87% in the first half of 2024. With the addition of OpenAI and Amazon (recently reaching an agreement to lease Cerebras chips to AWS customers), the customer structure is now taking shape.

This transaction is also the latest example in the past year of the AI industry's "round-trip financing" structure: OpenAI and Meta previously announced "procurement + equity participation" agreements with AMD, and towards the end of last year, Nvidia signed a $20 billion licensing and employee recruitment agreement with Cerebras' competitor Groq, providing long-term financing to many cloud providers who resell their chips. OpenAI's recently disclosed $122 billion investment commitment last month also mainly came from Amazon and Nvidia, both of which are OpenAI's cloud and chip suppliers. The funding for this round of AI infrastructure is not new external inflows into the industry but a cyclical invoicing between several giants.