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OpenAI Submits S-1 Draft to SEC

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

Comments

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

What?

SilverElfin•1h 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•1h ago
Narcissist marketing, Sam loves it.
ortusdux•1h ago
I wonder how much of it is photos?
rvz•1h ago
This is the true definition of AGI and will be achieved this year.

The I in AGI has always stood for IPO.

hmokiguess•1h ago
Altman Gets his IPO
root-parent•41m ago
Well if you reverse OpenAI ... the first letter is I and the last two are P O...
onlyrealcuzzo•25m ago
Artificially Generated Internal-rate-of-Return
mlmonkey•1h 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•1h 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•58m ago
Anthropic did exactly the same thing on June 1st: https://www.anthropic.com/news/confidential-draft-s1-sec
throw0101a•55m 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•37m 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•1h ago
Would be hilarious if they used an LLM to write it and it started hallucinating revenue streams and numbers.
stanmancan•48m ago
I’m pretty sure they’re smart enough to remember to put “make no mistakes” in their prompt.
ai_critic•1h 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•40m 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•34m ago
You are forgetting the google space x deal too
Eji1700•8m 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.

edoceo•40m ago
Like financial reporting and "transparency" that's required for public companies.
outside1234•57m 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•57m 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•42m 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.
lokar•9m ago
And to give women full agency over their own lives
philipallstar•7m 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.
0xWTF•7m 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.
dofm•41m ago
bpt3•52m 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•50m ago
"Hey, don't invest too much in Spacex or Anthropic. We're planning an IPO too."
winfredJa•47m ago
This is the real reason. I don't think equity market has enough capital to support three companies of this size.
vessenes•42m 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•13m 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•12m 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.

fear91•39m ago
I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
wmf•36m 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.)

Yizahi•18m ago
Checks and balances dear sirs and madams, checks and balances. Excepts apparently it meant cheques used to top up account balances.
an0malous•35m ago
There is no point, it’s just government sanctioned virtue signaling
tedsanders•35m 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
cloudengineer94•38m ago
Here we go
cloudengineer94•37m ago
Here we go… Let’s see if retail investors are indeed exit liquidity or not
anukin•33m ago
Pretty much is, at this point. Spcx is oversubscribed.
deadbabe•24m ago
You’re always someone’s exit liquidity.
stinger•30m ago
This is like a slack message
kylecazar•28m ago
What a weird tone this is written in.
sigmar•13m 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.
throw03172019•26m ago
Was this meant as an internal team post?
lnrd•19m 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
rfgplk•19m 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.
verbify•17m ago
Companies always trade at a premium to book, so how would that work?
csallen•17m 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.)
kommunicate•16m ago
...what?
lanthissa•15m 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

twosdai•14m 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)

sciencejerk•13m ago
When/how are IPO dates released?
dzonga•9m ago
why not let it be public ?
thallavajhula•9m 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.
jordemort•5m ago
I have instructed my financial advisor to keep my exposure to the upcoming wave of AI IPOs as close to zero as possible.
uxhacker•28m ago
Also according to the Financial Times that this confidential filling gives employees who are considering to sell shares transparency.
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?

•
32m 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.

argee•27m 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•23m ago
“Controls”

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

super256•7m ago
[delayed]
spac•15m ago
Novo Nordisk
farrellm23•11m 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.

OpenAI Submits S-1 Draft to SEC

https://openai.com/index/openai-submits-confidential-s-1/
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