OpenAI has cautioned against unauthorised opportunities to invest in the company, including SPVs, tokenised interests, and forward contracts. The US-based firm stressed that transfers without written consent may violate its rules and US securities laws.
Published Date – 24 August 2025, 11:26 AM
New Delhi: ChatGPT maker OpenAI has warned against unauthorised opportunities to gain exposure to the company through a variety of means, including special purpose vehicles (SPVs).
In a blog post, the US-based company said that all OpenAI equity is subject to transfer restrictions.
“This means that OpenAI equity cannot be directly or indirectly transferred unless the seller first obtains OpenAI’s written consent. Any attempted transfer — which includes any pledge, encumbrance or other similar disposition — that does not follow this requirement is void,” it noted.
“We are aware of firms that market unauthorised opportunities to gain exposure to OpenAI through a variety of means, including sales of OpenAI equity; investments in SPVs that own OpenAI equity; tokenised interests in OpenAI equity or an SPV holding OpenAI equity; and “forward” contracts and other forms of purported economic interests,” the company informed.
OpenAI further stated it does not endorse or participate in any of these transactions, which are a violation of its transfer restrictions and may result in the invalidation of the underlying equity.
“Any transfers may also violate US federal or state securities laws, which impose significant restrictions on transfers of privately offered equity. A buyer or seller may have liability for those violations, and the transfer may be rescinded,” said the company.
It urges users to be careful if they are contacted by a firm that purports to have access to OpenAI, including through the sale of an SPV interest with exposure to OpenAI equity.
While not every offer of OpenAI equity (or exposure to it) is problematic, it is possible that the firm offering to sell or facilitate the sale of OpenAI equity, or to provide indirect exposure to OpenAI equity, is attempting to circumvent our transfer restrictions and other terms and conditions applicable to an investment in OpenAI. If so, the sale will not be recognised and carry no economic value to you, the company added.
