Confidential submission of draft S-1 to the SEC
openai.com
openai.com
I fear that OpenAi and Anthropic would not be able to compete against an adveserial Alphabet which owns it's own models, hardware, large corpus of data, talent and network effects. My prediction is that OpenAI and Anthropic will eventually be crushed by Alphabet as they run out of investment and compute, leaving Alphabet to have a monopoly on AI, at least in the west.
This is why I think OpenAI and Anthropic should really be one company, if they join forces and pool together investments and compute they'll stand a chance.
I think the more companies there are, the better. Having 3 top labs competing, with 2 more trailing is better for consumers than having a monopoly/duopoly in goog or goog vs. the world. There'll be pressure on innovation, cost, availability and so on.
We're seeing that compute and investment liquidity is effectively a zero-sum game and by having Google go after the excess compute and liquidity (which they don't really need) will most likely weaken the competitors to the point where they aren't competitive. But if OpenAI and Anthropic merge they can pool resources and be more competitive.
Especially when you consider that they bribe Apple and Firefox to funnel users to them, too.
There's also 2-3 other trailing labs in MS, xAI and Meta. All of them are blundering behind, but at one point or the other they've been up there for some verticals as well.
I think this is good. Having one clear winner would be worse than this SotA of the week rotating thing they've got going on. For us as consumers anyway.
I am doubting. I will be very surprised if Google ends up top or second place (again?) at any point in the next few years.
> I think this is good. Having one clear winner would be worse than this ...
I agree that it would be better to have 3+ top labs as well.
Many people thought Google+ would stomp all over Facebook, and that GCP would kill Azure and AWS for most of the same reasons.
In fact, they probably see major success with new products less often than not.
It's the other way around (but the result would be the same): Alphabet has no need to make a 100x exit for the investors, and so can offer the service at cost + %markup, while Anthropic and OpenAI are VC funded, meaning that they need to show 10x - 100x exit for the investors.
IOW, there is no moat, Alphabet would have market-related pricing while VC-backed corps cannot offer market-related pricing.
If this was true, Alphabet wouldn't currently be charging more for a worse product than OpenAI and Anthropic.
Consolidation is inevitable, so let’s lean in and ensure society, not shareholders, reap those benefits.
The scary thing for google is if the AI companies start moving into ad targeting and open sales portals.
You might as well say the same about GCP vs AWS. At the end of the day, in spite of how much superior engineering prowess it has, Google still treats its customers like it views them as a steaming, fly-covered pile of crap. This reflects just as much in Gemini as in their other products; after their initial competitive Gemini 2.5 Pro release, they just kept dumbing it down and reducing quality of service while charging the the same amount, trying to pull a bait-and-switch, and with their latest Gemini Flash release they're charging customers even more for a worse product. No amount of engineering or hardware can overcome such a customer-hostile corporate culture.
How's that talent been working out for them the last few years?
[1] https://www.sec.gov/newsroom/press-releases/2026-42-sec-prop...
[2] https://www.sec.gov/rules-regulations/2026/05/s7-2026-15
[3] https://www.sec.gov/files/rules/proposed/2026/33-11414.pdf
I think that’s the thought process and why they’re in such a rush. In fact all three are in a sort of race, you probably don’t want to be the last one to IPO
They don't really have a choice - there is a finite amount of money in the open market, and the first one to IPO is going to get the lion's share of that money.
Presumably those things were harder as a charity/non-profit.
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.
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.
This is a reasonable accusation! It doesn't make a lot of sense–the Journal article is worth a hell of lot more than SpaceX referencing Anthropic's profitability. And we have zero evidence for it–one could raise this accusation against any compute partner Anthropic were to buy from.
That's nice way to say "invested in AI that turned out to be flop nobody wants to pay for so they are selling spare capacity"
Both takes are true. xAI invested in capacity that was supposed to yield frontier-model-maker margins. Grok failed to generate enough interest. So now they're selling it.
That's absolutely a good business, in a way that's more certain than the frontier-model one. But it's also lower margin, which doesn't support the sort of valuation SpaceX is going for.
Data centers (before recently) are low margin businesses because all the inputs are commodities: you buy power (joules), power (PDU), cooling hardware, physical racks, etc.. from the same vendors as everyone else. Worse, your biggest potential clients have the scale to just build it on their own and cut you out because of their scale and because you don't bring anything unique (outside of maybe physical proximity to an interesting market)
xAI has all the same commodity inputs plus another huge upfront capital expense (GPU/storage/networking), and their customer base is exclusively the well-funded companies who would normally just build it on their own.
I assume that they can't get better deals from nvidia than (e.g.) Microsoft because of their scale, so the unit cost of their inputs is the same or worse than their clients.
So the whole game is hoping that they hope to charge more now because people can't build fast enough and try to recoup their upfront costs before either a) other capacity comes online and b) the installed hardware becomes obsolete.
I'm being earnest -- it seems like they're trading one tiny margin service (datacenter) for another tiny margin service, with the added difficulty that there's an additional 10 figures of upfront expenditures and their viability depends solely on paying everything off before the price floor drops. Maybe it's staunching the bleeding, but it seems like not a great move
There is also a question of how sustainable this datacenter rental demand is. It would seem unexpected if Anthropic and Google continue renting from SpaceX for more than a few years, and both contracts can be cancelled with 90 days notice.
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.
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...
This is literally true for any revenue. Treat the buyer and seller as a single company and their transaction is internal.
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.
Cursor is purportedly a huge customer of OAI, maybe a top five? I think Elon bought it to have leverage on sama.
If timed correctly, Elon could pull the plug on a huge customer (Cursor) the quarter before OAI try to IPO.
Elon is 100% a for profit person, it's just a 10 year rivalry between Sam and Elon.
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.
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.
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).
The media and market is hyping these three companies up to be all trillion dollar companies.
Seems an awful lot like Apple will commoditize the models that power Siri, and just “sherlocked” a trillion dollar private company.
Apple has sat out a capital-allocation shitshow. Its investors and likely customers are better off for their patience.
We can't say for confidence they'll find a niche in the AI world. But we can say they probably sat out some value-destroying capital investment. Like, I don't think Apple is going to wind up strategically worse off than Meta. But it won't have blown a metaverse on this.
Of course we can - they managed to avoid spending 100s of billions while still giving their users AI...
There is no future in which the entire world is beholden to the current VC-backed companies for AI. IOW, there is no moat.
Doesn’t seem like they changed their ideas much (I’m sure some iteration occurred but still) and the issue was the tech didn’t took 2 years to become workable
Feature set is borderline identical
I'm not saying they played 5D chess. Maybe they got lucky. But they're coming out of this infrastructure boom with the second-highes P/E ratio in the Magnificent 7 [1], dividend intact, and tens of billions of cash on balance sheet unburned (and their stock and balance sheet unincumbered by new debt or stock sales).
It's not an existential risk to them unless they make it one by going all in.
The most famous would be the iPod, but there are others.
What is your disposition to OpenAI?
The line separating investment and speculation, which is never bright and clear, becomes blurred still further when most market participants have recently enjoyed triumphs. Nothing sedates rationality like large doses of effortless money. After a heady experience of that kind, normally sensible people drift into behavior akin to that of Cinderella at the ball. They know that overstaying the festivities — that is, continuing to speculate in companies that have gigantic valuations relative to the cash they are likely to generate in the future — will eventually bring on pumpkins and mice. But they nevertheless hate to miss a single minute of what is one helluva party. Therefore, the giddy participants all plan to leave just seconds before midnight. There’s a problem, though: They are dancing in a room in which the clocks have no hands.Maybe the solution to s..tposters is to do what Wikipedia does.
Some articles/topics are "protected" and new/unverified accounts cannot touch them.
The I in AGI has always stood for IPO.
Which market? The stock market? Or the tech stocks? Or something else?
Both.
Across the entire stock market, not a ton of bright spots _except_ for Tech.
Take a look here: https://finviz.com/map?t=sec_all&st=w52
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
i think that we are going to see another leg up but this is gonna be it for a while
Having said that, it’s the company I have least faith in due to the recent acquisition of xAI / Twitter.
Pension funds are rarely passively run. They tend to be sophisticated investors. For example, several pension funds are already investors in SpaceX.
NASDAQ 100 will include SpaceX after a couple weeks. But it's a tech fund. It's strange to complain about buying the largest tech company in a tech fund. Similarly, S&P total market and Russell total market will buy early. But again, those are total-market funds. If you want to actively manage your portfolio, don't buy total-market funds.
Nothing was blocked. S&P 500 never adopted them. Influencers misunderstood what a consultation document is and presented a question as a fait accompli.
NASDAQ 100 changed its rules, as did S&P and Russell's total-market funds. But for NASDAQ 100 I'm going to go ahead and say this was a brilliant market move, since nobody ever talked about that index before this.
Most people know the NASDAQ100 as its ticker QQQ. Also known as the high risk - high reward investment.
After reading how Nasdaq changed the rules in order to court all the mega IPOs to list with them, I will never ever consider a Nasdaq fund again. The rule change about the available float is especially shocking.
We have zero evidence for that chain of causation. And we have zero evidence of significant outflows for NASDAQ 100 since this rule change. (There is early evidence of inflows, but I suspect that's just because nobody talked about the NASDAQ 100 before and this turned out to be a brilliant marketing move.)
Yes. For their total-market fund. That makes sense. (CRSP is probably the most-significant index to make the change. But even then, it won't be a significant source of demand. Total market means lots of components.)
Once the SEC declares a registration statement "effective," the company is subject to the Exchange Act's reporting requirements. Theoretically one can do this and not list one's shares. That's dumb, so nobody does it.
In practice, we'll get a couple weeks to possibly days ahead of the listing. That process is partly governed by the SEC accepting the company's S-1. It's mostly down to negotiations between the company, its underwriters and IPO investors.
The revenue trajectory is now anemic, no clear sign of stopping the cash burn anytime soon, and all the liability associated with all things Sam Altman at this point. Frankly it’s a mess.
In Warren Buffet’s Cinderella party scenario it’s 11:59 at the party and someone just found an accurate clock.
If you think Sam Altman is bad for the industry, imagine what 200 of him will be like!
Is there a chart, somewhere, like a family tree, of what the Apple and Microsoft stock "ordinary millionaires" went on to do?
edit: id love to tally all the donations done by techies and compare them to how much of bezos fortune has ended up routed to charity via his ex
Altman and Thiel are also gay, so theres that too.
Also: Altman is married.
And last I checked, plenty of tech billionaires are married and by no stretch of the imagination stupid.
What?
Where we land remains to be seen.
I still think it could crash, but it's got real users and a mind share like nothing I've ever seen.
The dot com bubble was basically based on regular people buying computers and internet service, and then using them to buy products they used to buy in stores.
To be clear, there is a world of difference between IPOs and LBOs. In the risk they create. And in the risk they signal.
I was a huge early fan of ChatGPT voice too, but I don't think I've used voice mode anywhere in at least 6 months. The question is what is the right level people are generally going to settle on for the use of these tools in the long term. 80% of my usage isn't much more than a better Google, I could live without it and I could live with cheaper options. I'm not sure the consumer money is going to be there en masse as hoped
Of course it still leaves a huge amount of business cases open, but I suppose the same principle applies. How soon will people tire of talking to robo-voice when they call their bank? etc.
My parents love using ChatGPT, asking it all kinds of questions. My mom discovered Claude and helps her immensely with her job - where she would have to take it home and work a few hours to be able to finish the tasks on her computer, as her company that still uses Office 98, now Claude does it in 5 minutes.
They fixed so many random issues using it, it is insane. My dad had a bike issue which would otherwise be solved by either trying to find obscure manuals from 20 years ago on random forums with me translating it from english to our language, or by taking it to a mechanic which could take months. This way, he just snapped a few photos, said what the problem is, and in a few minutes he had the fix.
I've built software that uses LLM's for a specific usecase - besides general adoption, professionals in the field contacted me and thanked me for making their lives easier, as the tasks would often take a lot of manual work. These people are earning way more from using my software, than I am from their subscriptions, which is still about 20x more than my API costs are.
While most non-dev people are behind the curve, the impact it has on their lives is becoming bigger and bigger by the day.
[1] https://www.grandviewresearch.com/industry-analysis/artifici...
But it is a generational opportunity - we can remove a lot of barriers that come with knowledge, lack of it, access to it and more. Someone can easily get pretty on point medical advice without access to doctors. Get specific engineering advice without engaging with those engineers. We can apply common sense or specific knowledge on scale - in a world where about 50% of people have IQ under 100 and access to knowledge is gated behind lines and payments, this has a huge chance ot improve their lives.
And there is the whole shadow inference economy - just for example, a few corporations I have worked with in insurance and telecommunications have been slowly introducing it inside their workflows and their data tooling, being able to clean data, tag it, analyse it in a way that before would probably cost them billons in human costs.
One of them has a database going back to the 80's, with data being formatted and reformatted in all shapes and sizes, coming back all the way from paper records for some of their oldest clients. Cleaning this up was unimaginable before as a "something we can do in a day" project, but was more of a "possible with insane costs". This lead to all further activity being shaped by decisions someone made 40+ years ago, details being lost, data being thrown away or saved in random notes.
And there's millions of companies like that all around the world, which can now do "impossible" and become much more efficient and productive for a much cheaper price and in way less time than ever.
Worst part?
Their whole software stack is running on some version of Visual Basic, written by a dude that did not trust "others code" so he wrote everything from scratch, and retired about 5 years ago.
Nobody knows how any of it works, or has any clue. The company will continue to run it and pay him for consultations as long as he is able to do it.
I study from reputable sources every day and never cease to be amazed by how many errors or misconceptions they have. Peer-reviewed articles, books from renowned scholars, news from major publications… regardless of the source, false information and contradictions accumulate. I’d wager that AI, besides helping me uncover these issues in the literature, has had a lower error rate than most of the materials that I read on a daily basis.
Keep in mind that people said this before both of those crashes.That's the problem with bubbles. It's impossible to say if this time really IS different.
The point he makes is that companies go public when they think they can get the maximum our of their shares on the retail market. Which make sense I guess.
But the fact that the 3 of them are hitting the public market at the same time means they all came to the conclusion that now is the perfect time to unload those shares. Probably because they know there is a high chance of a big crash coming after.
I will not touch those IPOs with a 10 feet long pole. But unfortunately a lot of people are about to get burned.
My prediction is that this is what will be remembered as the last bit of exuberance before everything starts to unravel.
Books will be written about how insiders will be profiting millions by unloading those shares to the greatest fools and middle class america.
I think this is what's going on right now. But there are a variety of reasons that can drive IPO timing. Need for cash and owners needing liquidity being chief among them.
I'd also say that post-Covid, retail has become a commanding section of the American equity markets in a way I don't think they've been in my lifetime. As a result, every IPO from now on will have to target retail.
I really think what is driving this is the need for insiders, employees, early investors to be able to sell their stock at scale before the music stops.
And You can only do that through a full IPO. All those companies had private secondary transaction but none of them were big enough to transfer the Trillions of $ required for the insiders to unload their bags.
How would you differentiate insiders needing to sell versus insiders needing to dump before a crash?
I remember when Uber and Airbnb and WeWork went public in quick succession. There were similar claims. WeWork never made it public. And Uber and Airbnb's IPO investors made of fantastically.
To answer this, just ask yourself how many of the insiders would have bought the stock at current IPO's price? Most insiders would probably never touch those stocks at this price. I know a couple people at OpenAI and Anthropic that are very clearly selling everything they can as soon as they can.
This is all a carefully orchestrated PR game that is relying on retail to be the ultimate fool. I guess to some level every IPO is like that (A PR game to hype the company).
But never before had we 3 mega IPOs happening at almost the exact same time with so much money to unload on retails with dubious ways to force funds to gobble them.
Most IPOs end up negative after the first few quarters (at least compared to the SP500). When we are talking about a 20B$ company it matters less than 5T$ being suddenly fully unloaded on the public.
> And Uber and Airbnb's IPO investors made of fantastically.
Did they? https://www.alphaspread.com/comparison/nasdaq/abnb/vs/indx/g...
The only way they might have is by getting the shares at the actual IPO price, and even then it's around the same as the SP500 return since then.
One of the more rational ideas I have seen of any kind of divination is that it provides a means of passing judgement over to a near seemingly random system. If you are reading tea leaves, doing an 'I Ching' divination, biobliomancy etc. that essentially provides a coin flip to make you go 'yes' or 'no' to an opportunity.
And if you are already sure of the correct solution, then you can just keep doing the divination over and over again until the gods give the answers that you want!
(I mean, I think this looks incredibly like a bubble too, but for completeness sake, that's the counterexample I can think of.)
It's also similar to 2024 when HN was sure that AI is a bubble.
Similar to 2025 when HN commentators were sure that AI is a bubble.
1000% gains later, HN will continue to identify patterns of 2000/2008 and are absolutely convinced it is a bubble
Note: If a company gains 1000% and loses 50%, you can't claim you were right.
Both OpenAI and Anthropic have already gained 1000% since 2023 (In Anthropic's case almost 10,000%)
If I wanted blind pattern matching comments of dot-com bubble, I can just ask LLMs of 2023 like ChatGPT 3.5
We could very well go back to the 2021 valuations.
S&P 500 said no. NASDAQ 100 is a tiny tech index. The retirement conspiracy could have been a thing, and its effect isn't zero, but oh my god was it overblown by the influencer crowd.
Guess who will hold the bag when it's all going downhill?
Where?
(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.)
Similar to Google with "Don't be evil". At least they got the decency to eventually remove it when they realized they were actually doing evil.
How is this not illegal? What prevents any nonprofit from doing this to sidestep its filing status and extract profit?
It can easily be that, if they believe that the capital it raises increases the long-term value of the company by a greater multiple than the proportion of the company that is lost from the nonprofit to outside investors.
The primary example of this is Novo Nordisk (the Ozempic company). Their largest shareholder is, through an intermediary, the Novo Nordisk Foundation, which is one of the largest charities in the world. Nordisk used to be a charity that owned 100% of it's own labs and facilities, but in 1989 they realized that they were just too small, and would get trampled by larger international players without greatly increasing their scope. So they made their subsidiary go public (through a complex merger, not an IPO), and now only own 28% of it, instead of 100%. But, in large part because of the capital that going public brought them, despite constantly distributing money for research and charity, that's 28% of a company that's more than 100x bigger that what they used to be. And they retained 77% voting control.
The rule is that the nonprofit and disqualified persons (mostly board members), cant own businesses together, well they can but not more than 35% of it together, and a max of 20% can have voting capability
The consequences arent immediate, non profits have 3 years to correct this
Now in the tech industry, getting VCs involved is already the plan from day one and founders get diluted, so getting below 35% is either easy, or easy within 3 years
so they’re fine
there’s a lot of things they can all do to deal with the share consolidation
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.
That will be especially untrue after IPO 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.
The non-profit hasn't controlled squat since they tried and failed to fire Sam Altman.
How much has MacKenzie Scott donated to non-profits again?
Seems like such a claim is on thin ice.
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.)
Isn't it hard to write this with a straight face?
The corporation selling shares is subject to normal corporate tax regime
The real answer to your question is that non profits can own shares, and there is no legal difference between passive investment of other publicly traded companies and highly consolidated shares of a private company. In the US it is seen as merely happenstance that we have such a liquid market where the shares themselves can rapidly change in value and create profits, but there is nothing controversial about that.
if you have a 'moat' then you wouldn't worry about releasing a draft S1. I assume OpenAI has neither.
“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...
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.
So a simple valuation would be something like Current Cash + Assets + Expected Future cash - (Expenses + Risk)
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.)
your suggestion makes no sense