OpenAI warns against fake investment opportunities in the company
24 Aug 2025

OpenAI, the company behind ChatGPT, has issued a warning about "unauthorized investment opportunities" in the firm through special purpose vehicles (SPVs).

In a recent blog post, the US-based AI giant said all its equity comes with transfer restrictions.

"This means that OpenAI equity cannot be directly or indirectly transferred unless the seller first obtains OpenAI's written consent," it said.

Attempted transfer of equity without consent is void: OpenAI
Equity restrictions

The blog post also clarified that any attempted transfer of OpenAI equity, including pledges or similar dispositions, without prior consent is void.

The company said it is aware of firms marketing unauthorized opportunities to gain exposure to OpenAI through various means like sales of its equity and investments in SPVs owning its equity.

These practices violate its transfer restrictions and could invalidate the underlying equity.

Unauthorized transactions may violate US federal or state securities laws
Legal implications

OpenAI also warned that these unauthorized transactions could violate US federal or state securities laws, which impose strict limits on transfers of privately offered equity.

"A buyer or seller may have liability for those violations, and the transfer may be rescinded," the company said.

It urged users to be cautious if approached by a firm claiming to have access to OpenAI through SPV interest sales with exposure to its equity.

Some firms may be trying to bypass OpenAI's transfer restrictions
Market caution

While not every offer of OpenAI equity is problematic, the company warned that some firms may be trying to bypass its transfer restrictions.

"If so, the sale will not be recognized and carry no economic value to you," it added.

This warning comes amid a growing trend among investors using SPVs as a way to buy into hot AI start-ups, which some VCs have criticized as a vehicle for "tourist chumps."