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OpenAI Submits S-1 Draft to SEC

https://openai.com/index/openai-submits-confidential-s-1/
106•hackerBanana•1h ago

Comments

XCSme•59m ago
> We recently submitted a confidential S-1. We expect it to leak so we’re just announcing it.

What?

SilverElfin•58m 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•57m ago
Narcissist marketing, Sam loves it.
ortusdux•57m ago
I wonder how much of it is photos?
rvz•56m ago
This is the true definition of AGI and will be achieved this year.

The I in AGI has always stood for IPO.

hmokiguess•43m ago
Altman Gets his IPO
root-parent•22m ago
Well if you reverse OpenAI ... the first letter is I and the last two are P O...
onlyrealcuzzo•6m ago
Artificially Generated Internal-rate-of-Return
mlmonkey•50m 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??
tyre•48m 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.
simonw•39m ago
Anthropic did exactly the same thing on June 1st: https://www.anthropic.com/news/confidential-draft-s1-sec
throw0101a•36m 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.

JumpCrisscross•18m 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...

koolba•46m ago
Would be hilarious if they used an LLM to write it and it started hallucinating revenue streams and numbers.
stanmancan•29m ago
I’m pretty sure they’re smart enough to remember to put “make no mistakes” in their prompt.
ai_critic•44m 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•21m 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.

anukin•15m ago
You are forgetting the google space x deal too
edoceo•21m ago
Like financial reporting and "transparency" that's required for public companies.
outside1234•38m 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."
shimman•37m 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!

philipallstar•22m 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.
dofm•22m 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?

bpt3•33m 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.
guluarte•31m ago
"Hey, don't invest too much in Spacex or Anthropic. We're planning an IPO too."
winfredJa•28m ago
This is the real reason. I don't think equity market has enough capital to support three companies of this size.
vessenes•23m 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.

fear91•20m ago
I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
wmf•16m 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.)

an0malous•16m ago
There is no point, it’s just government sanctioned virtue signaling
tedsanders•16m 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.)

ghshephard•12m 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.

cloudengineer94•19m ago
Here we go
cloudengineer94•18m ago
Here we go… Let’s see if retail investors are indeed exit liquidity or not
anukin•14m ago
Pretty much is, at this point. Spcx is oversubscribed.
deadbabe•5m ago
You’re always someone’s exit liquidity.
stinger•11m ago
This is like a slack message
kylecazar•9m ago
What a weird tone this is written in.
throw03172019•7m ago
Was this meant as an internal team post?
uxhacker•9m ago
Also according to the Financial Times that this confidential filling gives employees who are considering to sell shares transparency.
argee•8m 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.

alpinisme•4m ago
“Controls”

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

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