OpenAI Submits S-1 Draft to SEC

(openai.com)

162 points | by hackerBanana 1 hour ago

27 comments

  • ai_critic 1 hour ago
    > We have not decided on timing yet; it may be a while because there are things we want to do that are likely easier as a private company.

    Presumably those things were harder as a charity/non-profit.

    • krona 52 minutes ago
      They need to financially engineer a good looking quarter beforehand.

      Perhaps Larry Ellison can cut them a nice quid pro quo for a few months to make OpenAI look profitable (like the SpaceX/Anthropic deal), although that's probably unlikely given the debt Oracle is taking on to build it's infra.

      • JumpCrisscross 11 minutes ago
        > like the SpaceX/Anthropic deal

        I understand the scepticism around Google's deal with SpaceX, given the former holds a stake in the latter. But Anthropic buying SpaceX's compute doesn't have any related-party smell to it. That genuinely looks like SpaceX having cornered some valuable compute.

        • krona 2 minutes ago
          I'm actually talking about both. WSJ publishes Anthropic artificial profitability. Days later the reason for the profitability appears in SpaceX S-1. Both are going public. It's a quid pro quo.
        • SecretDreams 5 minutes ago
          Google owns 14% Anthropic and 6% xAI.

          When Anthropic spends on xAI, it benefits Google. When google spends on xAI, it benefits Google. When xAI spends on Google, believe it or not, that benefits Google.

          This is how a Ponzi -style circular financing scheme typically works.

          • JumpCrisscross 1 minute ago
            > When Anthropic spends on xAI, it benefits Google

            Unless Google is directing these transactions, this is not a novel issue. (We see a similar effect with mutual funds owning most companies [1]. It's a weak effect.)

            > This is how a Ponzi -style circular financing scheme typically works

            No. It's potential conflicts of interest. It's not circular financing. Circular financing follows the cash. When NVIDIA invests in OpenAI so OpenAI can buy NVIDIA chips, that is circular financing.

            [1] https://insights.som.yale.edu/insights/the-rise-of-the-mutua...

      • SilverElfin 1 minute ago
        Anthropic basically did that by getting two months of free compute from SpaceX. As I recall, this is how they were able to claim that they were profitable. But in reality, they are only profitable for those two months.
      • anukin 45 minutes ago
        You are forgetting the google space x deal too
      • taneq 12 minutes ago
        Just depreciate their server farms less this year to reduce losses. ;)
      • Eji1700 20 minutes ago
        > They need to financially engineer a good looking quarter beforehand.

        Eh given the quality of recent IPO proposals I think they can just say there's a couple zillion air molecules to turn into gold and be done with it.

      • tsunamifury 13 minutes ago
        you mean the 50% of its company that was leveraged to purchase Paramount?
    • edoceo 52 minutes ago
      Like financial reporting and "transparency" that's required for public companies.
  • chakintosh 0 minutes ago
    I have a feeling that as soon as OpenAI and Anthropic stocks are up for grabs, the market will implode.
  • fear91 51 minutes ago
    I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
    • wmf 47 minutes ago
      They're IPOing a commercial subsidiary of OpenAI so that it can donate even more money to the parent nonprofit.

      (Actually the subsidiary is everything and the nonprofit is a do-nothing fig leaf but the IRS and Congress seem to not care enough to stop them.)

      • Atreiden 6 minutes ago
        But then private shareholders are able to extract shareholder value from the subsidiary, so the "nonprofit" component is utterly meaningless here.

        How is this not illegal? What prevents any nonprofit from doing this to sidestep its filing status and extract profit?

      • Yizahi 29 minutes ago
        Checks and balances dear sirs and madams, checks and balances. Excepts apparently it meant cheques used to top up account balances.
    • ghshephard 43 minutes ago
      See: https://www.axios.com/2023/11/18/how-openai-board-is-structu... for the OpenAI Structure.

      1) In order to fund research - this stuff costs 10s of billions of dollars - everyone, from Ilya, to Elon, to Sam - all agreed that they would require a profit-arm to raise money. Nobody was going to sponsor that 10s of billions of dollars to a non-profit.

      2) The non profit is still there - and controls the commercial element.

      • alpinisme 34 minutes ago
        “Controls”

        That will be especially untrue after IPO when shareholders can claim there are fiduciary responsibilities that conflict with the non profit goals.

        • JumpCrisscross 9 minutes ago
          > when shareholders can claim there are fiduciary responsibilities that conflict with the non profit goals

          The for-profit has fiduciary responsibility to the non-profit as well as other shareholders. The IPO doesn't really change that.

        • super256 19 minutes ago
          The non profit is a big shareholder of the commercial subsidiary
      • JumpCrisscross 10 minutes ago
        > non profit is still there - and controls the commercial element

        The non-profit hasn't controlled squat since they tried and failed to fire Sam Altman.

      • argee 38 minutes ago
        > Nobody was going to sponsor that 10s of billions of dollars to a non-profit

        How much has MacKenzie Scott donated to non-profits again?

        Seems like such a claim is on thin ice.

    • tedsanders 46 minutes ago
      The nonprofit (OpenAI Foundation) owns ~26% of the for-profit (plus extra warrants).

      The for-profit (OpenAI Group PBC) is what's filing the S-1 Draft.

      The OpenAI Foundation also exclusively appoints the board of the OpenAI Group PBC and can replace directors at any time.

      https://openai.com/our-structure/

      (I work at OpenAI, but I am not a lawyer and am not speaking on behalf of OpenAI - just sharing my personal understanding.)

    • spac 27 minutes ago
      Novo Nordisk
    • 486sx33 5 minutes ago
      [dead]
    • an0malous 47 minutes ago
      There is no point, it’s just government sanctioned virtue signaling
  • jordemort 16 minutes ago
    I have instructed my financial advisor to keep my exposure to the upcoming wave of AI IPOs as close to zero as possible.
  • stinger 41 minutes ago
    This is like a slack message
  • thallavajhula 21 minutes ago
    Elon is not going to be happy about this. He's been vocal about his dislike towards the business model OpenAI chose to run with.
    • jorblumesea 6 minutes ago
      that's not the issue, Elon is just a petulant child that is losing the ai game ever since he left OAI. xAI is just a glorified rent a compute center.
  • lifeisstillgood 13 minutes ago
    I find the irony delicious that this S1 will be fed into ChatGPT so often looking for flaws and edge cases that the LLM will develop sentience just to tell people to stop…
  • cloudengineer94 49 minutes ago
    Here we go… Let’s see if retail investors are indeed exit liquidity or not
    • dofm 4 minutes ago
      Or just… Americans:

      https://www.notus.org/technology/trump-blindsided-ai-compani...

      OpenAI CEO Sam Altman pitched the idea of turning over shares in his company to Trump in early 2025 and discussed the matter again with senior officials in recent weeks

    • anukin 45 minutes ago
      Pretty much is, at this point. Spcx is oversubscribed.
    • deadbabe 35 minutes ago
      You’re always someone’s exit liquidity.
  • ortusdux 1 hour ago
    I wonder how much of it is photos?
  • lnrd 30 minutes ago
    What was that Warren Buffett's quote about everyone trying to leave the party seconds before midnight in a room where there are no clocks? I think it was at peak of the dot com bubble
  • sciencejerk 24 minutes ago
    When/how are IPO dates released?
  • bpt3 1 hour ago
    I'm just anticipating the next version of “Community-based EBITDA" that sama rolls out in the latest attempt to convince everyone that spending >$1 to earn $1 is a good idea.
  • throw03172019 37 minutes ago
    Was this meant as an internal team post?
  • kylecazar 40 minutes ago
    What a weird tone this is written in.
    • sigmar 24 minutes ago
      I think it is intended to sound like Sam Altman. Would look exactly like a tweet of his if it didn't have capitalized characters.
  • guluarte 1 hour ago
    "Hey, don't invest too much in Spacex or Anthropic. We're planning an IPO too."
    • winfredJa 58 minutes ago
      This is the real reason. I don't think equity market has enough capital to support three companies of this size.
      • vessenes 54 minutes ago
        SpaceX IPO is slated to be $75-80bn — the market has size for that. We also have seen robust options and finance markets for AAPL and NVDA over the last years that make the broader ecosystem not overly worrying in my armchair opinion.

        I’m not clear how much crossover demand there is between SX and Anthropic/oAI — that seems like the more interesting question. I’m guessing if we had Anthropic/oAI launching at the same time we’d see some pretty interesting capital dynamics.

        • fc417fc802 24 minutes ago
          > if we had Anthropic/oAI launching at the same time

          Don't we have exactly that? There are S-1 announcements for SpaceX, Anthropic, and OpenAI. Google is selling to raise money for infra (IIRC). There's an absurd amount of money flowing in at present (prospectively at least).

        • XorNot 23 minutes ago
          None of these companies are worth the numbers being tossed around, but SpaceX especially so.

          Its Schrodinger's IPO: the space business is so successful how could you question the company's worth? You can't afford to miss out on the next biggest AI business to invest in!

          What's going to happen is the music will stop and it's just a question of who cashed in when it does. OpenAI are easily the most vulnerable here.

  • rvz 1 hour ago
    This is the true definition of AGI and will be achieved this year.

    The I in AGI has always stood for IPO.

    • hmokiguess 1 hour ago
      Altman Gets his IPO
    • root-parent 52 minutes ago
      Well if you reverse OpenAI ... the first letter is I and the last two are P O...
    • onlyrealcuzzo 37 minutes ago
      Artificially Generated Internal-rate-of-Return
  • XCSme 1 hour ago
    > We recently submitted a confidential S-1. We expect it to leak so we’re just announcing it.

    What?

    • SilverElfin 1 hour ago
      They expect someone to leak that they had submitted it, so they’re just saying it themselves. I don’t think they mean that the actual contents (like financial projections and all that) will be leaked.
    • hmokiguess 1 hour ago
      Narcissist marketing, Sam loves it.
    • energy123 8 minutes ago
      [dead]
  • shimman 1 hour ago
    Growing worry I have are the dozens of newly minted corporate elites that will continue to wreck havoc on the tech industry mandating their golden paths while America still lacks medicare for all, college for all, and universal childcare.

    If you think Sam Altman is bad for the industry, imagine what 200 of him will be like!

    • dofm 53 minutes ago
      I was wondering about this the other week.

      Is there a chart, somewhere, like a family tree, of what the Apple and Microsoft stock "ordinary millionaires" went on to do?

    • philipallstar 53 minutes ago
      We had universal childcare until we converted single-income families into dual-income families in order to make the boomers who they bought houses from rich.
      • 0xWTF 18 minutes ago
        Women want their own income stream because of the innumerable ways men get into trouble. If her man gets into trouble, she wants a plan B, for her and her children. I don't think anyone was thinking about how that would prop up the housing market 30 years later.
      • lokar 20 minutes ago
        And to give women full agency over their own lives
        • philipallstar 18 minutes ago
          No one has full agency over their life. The men who generally work harder, longer, and for more of their lives, that are shorter as a result, don't have fully agency. Having a boss isn't agency.
  • shillsimon 3 minutes ago
    [dead]
  • outside1234 1 hour ago
    "We want to be ready to grift public money at a moment's notice, but there are still opportunities to grift private money right now, so we are holding off."
  • cloudengineer94 49 minutes ago
    Here we go
  • dzonga 21 minutes ago
    why not let it be public ?
  • mlmonkey 1 hour ago
    What's the point of a "confidential S-1"?? Isn't the S-1 supposed to inform potential investors?!? So ... shouldn't it _not_ be confidential??
    • JumpCrisscross 49 minutes ago
      > What's the point of a "confidential S-1"?

      “Under the JOBS Act, it has been possible since April 2012 for ‘emerging growth companies’ to file a Form S-1 on a confidential basis, only making the contents public 21 days prior to the road show for the IPO” [1]. Since 2017 and 2025 it’s been available to basically all companies [2].

      Withdrawing an IPO looks bad. Confidential filing lets issuers start and have the option to abort the process without taking reputational damage. (The specifics of OpenAI’s filing, and any back and forth with the SEC, remains confidential.)

      [1] https://en.wikipedia.org/wiki/Form_S-1

      [2] https://www.sec.gov/about/divisions-offices/division-corpora...

    • throw0101a 1 hour ago
      Note the word "Draft".

      Once it no longer is being drafted—and agreed upon by all parties to meet the needed regulatory standards—it will become final and be publicly published.

    • simonw 1 hour ago
      Anthropic did exactly the same thing on June 1st: https://www.anthropic.com/news/confidential-draft-s1-sec
    • tyre 1 hour ago
      The SEC needs to review it before approving a company to go public at all. It’s targeted at investors but they need to clear it, ask questions, demand changes, etc.
    • uxhacker 39 minutes ago
      Also according to the Financial Times that this confidential filling gives employees who are considering to sell shares transparency.
  • koolba 1 hour ago
    Would be hilarious if they used an LLM to write it and it started hallucinating revenue streams and numbers.
    • stanmancan 1 hour ago
      I’m pretty sure they’re smart enough to remember to put “make no mistakes” in their prompt.
  • chronci3740 6 minutes ago
    Too late.

    Interest in the SpaceX, Anthropic, and OpenAI IPO is already dropping

    • lellow 1 minute ago
      Why do you say this? It's OK to make such a bold statement, but you gotta share how you came to this conclusion. This helps with a good discussion.
    • Helloworldboy 5 minutes ago
      [dead]
  • rfgplk 30 minutes ago
    Companies IPOing should be forced to put up their estimated market cap as collateral in cash. Oh what is that? You don't have $1 trillion in cash to put up? Cool, you're not a $1 trillion dollar company then.
    • csallen 28 minutes ago
      This makes no sense. Market cap and cash reserves are two different stats for a reason. Why would they need to be the same? Just to make things simpler for people who don't actually know what market cap means? (Which, granted, is the vast majority of people.)
    • farrellm23 22 minutes ago
      This makes no sense: the whole point is to raise capital. The valuation is never just the current value of the assets; it’s based on the expected future cash flows. A good example is in biotech, some researcher developed a treatment and wants to develop a product. They have valuable IP but zero money. So they IPO to raise capital to bring the treatment to market. The investors expect that in the future, they will get dividends or a buyout.
    • twosdai 25 minutes ago
      If a company that wanted to IPO had 1 trillion dollars, their market cap would have to be larger than their cash holding. Their cash on hand is considered or at least should be considered in any normal valuation of the company. Because shares are ownership of the company.

      So a simple valuation would be something like Current Cash + Assets + Expected Future cash - (Expenses + Risk)

    • echoangle 10 minutes ago
      Where would a company ever get their market cap in cash? If they had that, wouldn’t they by definition have a higher market cap, since the value of the company is cash + the rest of the company?
      • JumpCrisscross 6 minutes ago
        > since the value of the company is cash + the rest of the company?

        Failing companies sometimes trade below cash value. OP's basically creating a rule by which only failing companies are allowed to go public. (Or those who have paid a king's ransom to a megabank.)

    • verbify 28 minutes ago
      Companies always trade at a premium to book, so how would that work?
      • missedthecue 5 minutes ago
        Last year Chegg was trading below net cash (meaning their market cap was smaller than cash in the bank minus debt). Might still be, I haven't checked in a while. There were maybe a hundred on the Tokyo stock exchange trading below net cash.
    • lanthissa 26 minutes ago
      the marketcap represents the cashflow estimated by the market to be taken out of the business over the lifetime of the company discounted today.

      your suggestion makes no sense

    • kommunicate 27 minutes ago
      ...what?
    • xorgun 28 minutes ago
      [dead]