Here we go… Let’s see if retail investors are indeed exit liquidity or not
Confidential submission of draft S-1 to the SEC
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Re: Confidential submission of draft S-1 to the SEC
#32What'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??
> 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...
Re: Confidential submission of draft S-1 to the SEC
#33I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
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.)
Re: Confidential submission of draft S-1 to the SEC
#34I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
There is no point, it’s just government sanctioned virtue signaling
Re: Confidential submission of draft S-1 to the SEC
#35I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
The nonprofit (OpenAI Foundation) owns ~26% of the for-profit, plus some 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.)
Re: Confidential submission of draft S-1 to the SEC
#36> 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.
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.
You are forgetting the google space x deal too
Re: Confidential submission of draft S-1 to the SEC
#37Here we go… Let’s see if retail investors are indeed exit liquidity or not
Pretty much is, at this point. Spcx is oversubscribed.
Re: Confidential submission of draft S-1 to the SEC
#38I don’t get what’s the point of non-profits if you can IPO them. How does that make any sense?
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.
Re: Confidential submission of draft S-1 to the SEC
#39This is like a slack message
Re: Confidential submission of draft S-1 to the SEC
#40What a weird tone this is written in.