Introduction
OpenAI has issued a serious warning to investors: don’t fall for deals offering exposure to OpenAI via SPVs (special purpose vehicles) or other unconventional routes—many of these are unauthorized and may leave you with nothing.
Why You Should Be Cautious
In its recent blog post, OpenAI stressed that any attempt to transfer its equity—whether directly, through SPVs, tokenized shares, or forward contracts—must have its prior written consent. Otherwise, the company will consider the transfer invalid and void, assigning it no economic value.
To quote: “We urge you to be careful if you are contacted by a firm that purports to have access to OpenAI… If so, the sale will not be recognized and carry no economic value to you”
The Risks Behind SPVs
SPVs let multiple investors pool capital into a single, focused investment vehicle—common in AI startup funding. Yet, when used without a company’s approval, they can:
Breach Transfer Restrictions: OpenAI maintains strict rules over who can trade or acquire its shares The Economic Times
Add Complexity & Opacity: SPVs layered atop layers obscure the true investor base, raising fraud and governance concerns Financial Times
Create Risk for Investors: Even a signed contract with an SPV won’t protect you if OpenAI doesn’t recognize the ownership—meaning no voting rights.
Industry-Wide Caution
OpenAI isn’t alone. Anthropic has also cracked down, telling investors they must use their own capital, not SPVs, in certain rounds—suggesting this trend could reshape how AI startups manage equity distribution.
What You Can Do
| Tip | Why It Matters |
|---|---|
| Verify legitimacy | Always check if the offer is sanctioned by the company. |
| Avoid multi-layered SPVs | More intermediaries mean more risk. |
| Seek legal advice | A lawyer can validate whether an opportunity is structurally sound. |
| Request written consent | Only deals with explicit company approval are binding. |
Conclusion
In today’s AI investment boom, SPVs can be tempting shortcuts—but without OpenAI’s blessing, they may lead to legal voids and zero economic return. Stay cautious, do your due diligence, and stick to company-approved paths for safe investing.
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