SCHEDULE: Eclipse Ventures Discloses 6.1% Stake in Cerebras Systems
Schedule 13D
Eclipse Ventures and Lior Susan have filed a Schedule 13D reporting a 6.1% beneficial ownership stake in Cerebras Systems following its recent IPO.
Summary
- Eclipse Ventures and its affiliates, led by Lior Susan, collectively hold 13,466,197 shares of Cerebras Systems Class B common stock.
- This ownership represents approximately 6.1% of the total outstanding common stock of the company.
- The shares were acquired through various venture capital funds over the period from 2016 to 2022.
- All preferred stock held by the reporting entities automatically converted to Class B common stock upon the closing of the Cerebras IPO on May 15, 2026.
- The reporting persons are subject to a 180-day lock-up agreement following the IPO.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral, routine regulatory filing confirming the post-IPO ownership structure of a major shareholder.
Positives
- The reporting entities have been long-term investors in Cerebras Systems since 2016, demonstrating sustained confidence in the company's growth.
- The filing confirms the successful completion of the Cerebras Systems initial public offering (IPO) as of May 15, 2026.
Negatives
- The reporting persons are subject to a 180-day lock-up period, restricting their ability to sell shares in the immediate term.
Risks
- The investment is subject to market volatility and general economic conditions affecting the technology sector.
- The reporting persons may, at their discretion, increase or decrease their investment in the future, which could impact share price stability.
Future Outlook
The reporting persons intend to review their investment on a continuing basis and may, depending on market conditions and other factors, increase or decrease their holdings in the future.
Management Comments
- The reporting persons hold the securities for general investment purposes.
Industry Context
StockSavvy.ai notes that this filing is a standard post-IPO disclosure for venture capital firms, confirming their continued interest in the company following the transition to public markets.
Comparison to Industry Standards
- The 180-day lock-up period is standard practice for venture capital investors following a technology company IPO.
- The conversion of preferred stock to common stock upon IPO is a standard mechanism in venture-backed company capital structures.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Registration Rights | Stockholders party to the Investors Rights Agreement are entitled to demand registration rights. | 05/15/2026 | Provides liquidity options for major shareholders in the future. |
Stakeholder Impact
- Shareholders: The filing provides transparency regarding the holdings of a significant investor.
- Market: The 180-day lock-up ensures that these shares will not be sold into the market in the immediate term.
Next Steps
- Ongoing monitoring of investment by the reporting persons.
- Potential future adjustments to holdings based on market conditions.
Key Dates
| Date | Description |
|---|---|
| 05/2016 | Initial purchase of Series A Preferred Stock by Eclipse I. |
| 01/2017 | Purchase of Series B Preferred Stock by Eclipse I. |
| 06/2017 | Purchase of Class B common stock by Eclipse I. |
| 07/2017 | Purchase of Series C Preferred Stock by Eclipse Continuity I. |
| 11/2018 | Purchase of Series D Preferred Stock by Eclipse Continuity I. |
| 11/2019 | Purchase of Series E Preferred Stock by Eclipse SPV II. |
| 10/2021 | Purchase of Series F Preferred Stock by Eclipse Continuity I and Eclipse I. |
| 08/2022 | Purchase of Class B common stock by Eclipse SPV XIII. |
| 01/28/2026 | Date of the Amended and Restated Investors Rights Agreement. |
| 05/13/2026 | Registration Statement declared effective by the SEC. |
| 05/15/2026 | Closing of the Cerebras Systems IPO and conversion of preferred stock. |
| 05/22/2026 | Filing date of the Schedule 13D. |
Keywords
Cerebras Systems, Eclipse Ventures, Schedule 13D, IPO, Lior Susan, Venture Capital, Beneficial Ownership
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