Anthropic and OpenAI Have Cut Off the Logic of Pre-IPO Token Stocks

Original: Odaily Planet Daily (@OdailyChina)

Author: Azuma (@azuma_eth)

The pre-IPO stock token market has just experienced a violent shake up. The epicenter of this earthquake originated from two statements by two major AI players, Anthropic and OpenAI.

Anthropic and OpenAI Successively State "Non-Recognition"

Today, Anthropic updated an official statement released in February this year, "Unauthorized Anthropic Stock Sales and Investment Scams".

In its article, Anthropic clearly stated: "Any sale or transfer of Anthropic stock, or disposition of any interest in Anthropic stock, that has not been approved by our Board of Directors is void (note the use of the term 'void') and will not be recognized on the company's books and records. This means that if someone sells Anthropic stock without the Board's approval, the transaction will be deemed invalid. So-called buyers will not be recognized as shareholders of Anthropic and will not have any shareholder rights."

Shortly after Anthropic updated its statement, OpenAI also followed up with an announcement stating: "All equity is subject to transfer restrictions. No shares may be transferred, directly or indirectly, without the company's written consent. Any unauthorized sale is not only unauthorized but also void."

In the announcements from Anthropic and OpenAI, both explained that the company's preferred and common shares are subject to transfer restrictions stipulated in the charter, and therefore all stock transfers require board approval.

Anthropic also specifically emphasized that the company does not allow "Special Purpose Vehicles" (SPVs) to acquire Anthropic shares, and any transfer of shares to an SPV violates the company's transfer restrictions... Certain investment funds may claim to offer channels for indirect investment in Anthropic stock, but these funds are likely attempting to circumvent the transfer restrictions. Therefore, any third party claiming to offer Anthropic stock to the public — whether through direct sales, forward contracts, stock tokens, or other mechanisms — may be involved in fraud, or due to Anthropic's transfer restrictions, provide investments of no value.

• Odaily Note: The image shows unauthorized equity transfer platforms named by Anthropic.

What is an SPV?

To understand why this update has had such a massive impact on the pre-IPO stock token market, one must first understand what an SPV is.

In traditional pre-IPO stock trading, directly transferring original shares is extremely difficult, limited not only by company charters but also involving complex legal procedures. Against this backdrop, SPVs emerged as a solution.

An SPV is a separate legal entity established for a specific transaction or investment purpose. It can be understood as a "shell company specifically used to hold a certain asset" — multiple investors can contribute capital to the same SPV to indirectly hold shares of a particular company or a class of assets, thereby achieving concentrated shareholding, lowering entry barriers, and optimizing legal and tax structures. SPVs are particularly common in popular pre-IPO stock trading. Since many high-profile companies are often reluctant to directly bring in a large number of small shareholders, institutions typically establish an SPV first, which then makes a unified investment in the target company.

For example, what the market calls "participating in Anthropic or OpenAI share subscription in advance" essentially involves investors first contributing capital to a certain SPV, which then uses that capital to collectively acquire Anthropic's unlisted equity.

Currently, most pre-IPO stock token platforms on the market (such as Prestock) adopt the SPV structure.

• The platform or its partners register an SPV in a certain jurisdiction, whose sole task is to buy Anthropic's original shares on the secondary market (usually from employees or early investors);
• The platform then issues derivative tokens on-chain (e.g., ANTHROPIC or OPENAI), which are legally defined as "claims on the economic benefits of this SPV";
• Theoretically, these tokens are pegged 1:1 to the original shares. For every one token issued, the off-chain SPV should hold a corresponding share of the stock.

But the problem now is that Anthropic and OpenAI have clearly stated they "do not recognize unauthorized stock transfers". This means that if an SPV transfers stock without the board's approval (which is almost certainly not given), the stock held by that SPV could be deemed invalid in the eyes of Anthropic and OpenAI — and if the SPV's stock is invalid, the "economic benefits" pointed to by the on-chain tokens become worthless.

The "Matryoshka" Risk of SPVs

The primary reason Anthropic and OpenAI resist SPVs so strongly is that as their companies' pre-IPO stock tokens continue to experience speculative frenzy (Anthropic's pre-IPO valuation once soared to $1.4 trillion, far exceeding its valuation in the last funding round), the risk of SPVs becoming overly financialized has begun to emerge.

Among these, the most noteworthy issue is the "Matryoshka" (Russian doll) problem of SPVs — many investors buying pre-IPO stock tokens think they are buying shares of the company, but they are actually only acquiring a claim on the economic benefits of a particular SPV. More alarmingly, many SPVs do not directly hold Anthropic's original shares but are further nested two or three layers deep with other SPVs.

This "Matryoshka" structure is actually very dangerous.

• Legal Transparency Issues: With each additional layer, the authenticity of the underlying asset becomes more obscure. It becomes difficult for investors to confirm whether the deepest SPV has actually obtained the transfer approval from the company's board.
• Management Fee Exploitation: Each layer of SPV charges management fees, performance fees, and dividends. After being skimmed layer by layer, the investors' actual returns are severely diluted.
• Risk of Total Loss: If the equity transfer at any single layer is deemed "void" by Anthropic, the entire value chain collapses instantly.

Whether for reputation or investor protection reasons, Anthropic and OpenAI are evidently unwilling to see this situation continue.

Pre-IPO Stock Tokens Plunge, But Futures Relatively Stable

Once the announcements from Anthropic and OpenAI gained traction, the market immediately responded.

ANTHROPIC on PreStocks saw a sharp drop, falling below $1,000 at its low, and was temporarily reported at $1,082 as of 12:00, plunging 20.62% in a single day; OPENAI temporarily reported at $1,440, plunging 26.82% in a single day.

Investor panic is understandable. Since Anthropic and OpenAI have clearly stated they do not recognize unauthorized shareholdings, there is a probability that the "rights and interests" behind these tokens could become worthless paper, exposing holders to significant confirmation risks and legal litigation costs.

Interestingly, while pre-IPO stock tokens came under pressure, another type of pre-IPO trading product performed relatively stably — pre-IPO futures contracts that rely entirely on two-way market speculation. The reason for this is that such products essentially do not hold any real stock, and therefore the restrictions imposed by Anthropic and OpenAI have no impact on them. They are merely "bilateral bets" on the future IPO price, relying on price bargaining between buyers and sellers.

Predictions for Future Direction

In response to Anthropic and OpenAI's "non-recognition" stance, two distinct voices have emerged within the industry.

Some believe the logic of pre-IPO token trading is dead. If leading, high-profile giants like Anthropic and OpenAI are spearheading the crackdown on SPVs, other major companies may follow suit. With the underlying equity support shaken, the value of so-called pre-IPO stock tokens is questionable.

However, others, including Rivet founder Nick Abouzeid, argue that this is nothing to get worked up about. Trading pre-IPO stock tokens through unofficial channels has always been a game of speculation, and buyers should have had the awareness from day one that "the company wouldn't recognize it" — you lacked the opportunity for direct investment, and obtaining that opportunity through other means necessarily entails bearing certain risks.

In summary, at a time when premiums for pre-IPO stock tokens are continuously expanding and market sentiment is gradually becoming fervent, the statements by Anthropic and OpenAI have undoubtedly poured cold water on the entire track.

Over the past few months, a growing number of investors have begun to view pre-IPO stock tokens as a channel to "participate in the growth of top-tier AI companies with low barriers to entry." The valuations of some AI-themed pre-IPO stock tokens have clearly detached from reality, even experiencing frenzied speculation far exceeding their valuations in the previous funding rounds. In this context, Anthropic and OpenAI's public "anti-counterfeiting" campaign is, to some extent, redefining the boundaries of this wildly growing new market.

For speculators, this is a lesson in risk; but for the long-term development of the industry, the market may well need such a moment of "de-bubbling."