OpenAI Confidentially Files for IPO

OpenAI announced on June 8 that it has confidentially submitted a draft S-1 registration statement to the U.S. Securities and Exchange Commission (SEC) for an initial public offering (IPO). "We recently submitted a confidential S-1. We expect it to leak, so we are announcing it now," the company wrote in a highly unusual blog post.

The timing of the offering remains undecided. "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," OpenAI stated, noting that the filing preserves its option to pursue an IPO sooner if conditions warrant. At an $852 billion valuation, the artificial intelligence startup has formally joined rivals Anthropic and SpaceX in a race toward a $1 trillion public listing.

OpenAI's IPO Filing, Disclosed to Preempt Leaks

Voluntarily disclosing a confidential registration filing is highly unusual. The confidential process typically allows companies to resolve regulatory feedback with the SEC privately, keeping sensitive financial and operational details under wraps until shortly before the public roadshow. OpenAI chose to preempt the typical secrecy, anticipating that intense public interest would inevitably lead to leaks.

In its announcement, the company disclosed only the bare fact of the filing under Rule 135 of the Securities Act of 1933, emphasizing that the notice does not constitute an offer to sell or a solicitation to buy securities. Although companies often list within a month of going public with their registration statements, OpenAI stressed strategic flexibility over a strict timeline, establishing a path to the public markets without committing to an immediate debut.

An $852 Billion Valuation with Breakeven Years Away

The company's astronomical valuation reflects its breakneck expansion. In late March, OpenAI raised $122 billion in a funding round backed by SoftBank, Amazon, Nvidia, and Microsoft, securing an $852 billion post-money valuation. This marks a steep increase from its estimated $500 billion valuation just six months prior in October.

Revenue growth has kept pace. Annualized run-rate revenue neared $20 billion at the end of last year and climbed past $25 billion in the February–March period. Monthly revenue has reached $2 billion, with enterprise sales accounting for more than 40% of the total.

However, unlike rival Anthropic, which is nearing its first operating profit, OpenAI continues to post heavy losses. The company is projected to lose approximately $14 billion this year, and breakeven is not anticipated until 2029 or 2030. Consequently, the startup is preparing for an IPO at an $852 billion valuation while remaining deeply in the red, fueled by massive capital expenditures on infrastructure.

Musk Lawsuit Dismissal Clears Way for Trillion-Dollar Race

OpenAI's path to a public listing cleared significantly following the resolution of a major legal challenge. On May 18, a federal jury in Oakland, California, ruled in favor of OpenAI and Chief Executive Sam Altman in a lawsuit brought by Elon Musk. After less than two hours of deliberation, the jury determined that Musk had filed the lawsuit past the statute of limitations, leading the judge to dismiss the case. While Musk dismissed the ruling as a technicality and signaled plans to appeal, the litigation had threatened the company's governance structure and its IPO prospects.

With legal hurdles temporarily cleared, OpenAI faces a high-stakes race against its peers. Rival Anthropic completed its own confidential submission a week earlier, on June 1, while SpaceX is expected to debut as early as this month. The simultaneous arrival of three tech giants — OpenAI, Anthropic, and SpaceX — each eyeing valuations near $1 trillion would mark an unprecedented cluster of mega-IPOs.

OpenAI has tapped Goldman Sachs and Morgan Stanley as lead underwriters, aiming for a listing as early as September, Reuters reported. However, given the company's open-ended timeline, the final debut will depend on broader market conditions and internal decisions. Ultimately, the IPO will test whether the company that catalyzed the consumer AI boom with ChatGPT can translate that dominance into capital market success.