AnthropicとOpenAI、自らの手でIPO前の株式トークンのロジックを断ち切る

Original: Odaily Planet Daily (@OdailyChina)

Author: Azuma (@azuma_eth)

The pre-IPO stock token market has just experienced a violent shakeup. The epicenter of this earthquake came from statements made by two major AI companies: Anthropic and OpenAI.

Anthropic and OpenAI Both Say They "Won't Recognize" Unauthorized Sales

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

In the article, Anthropic explicitly stated: "Any sale or transfer of Anthropic stock, or any disposition of rights to Anthropic stock, that is not approved by our Board of Directors is void (note the use of the word '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. The so-called buyer will not be recognized as an Anthropic shareholder and will not have any shareholder rights."

Shortly after Anthropic updated its statement, OpenAI also followed suit, announcing: "All equity interests are subject to transfer restrictions. No shares may be transferred, directly or indirectly, without the company's written consent. Any sale made without such consent is not only unauthorized but is also void."

In their announcements, both Anthropic and OpenAI explained that the company's preferred and common stock are subject to transfer restrictions stipulated in the company's charter; 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 might claim to offer indirect channels to invest in Anthropic stock, but these funds are likely attempting to circumvent transfer restrictions. Therefore, any third party claiming to sell Anthropic stock to the public – whether through direct sales, forward contracts, stock tokens, or other mechanisms – may be engaged in fraud, or be offering an investment of no value due to Anthropic's transfer restrictions.

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

What is an SPV?

To understand why this update has had such a huge 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. It is not only restricted by the company's charter but also involves complex legal procedures. It is in this context that SPVs were created.

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, thereby indirectly holding shares of a particular company or a class of assets. This achieves purposes such as concentrated shareholding, lowering entry barriers, and optimizing legal and tax structures. SPVs are particularly common in popular pre-IPO stock transactions. Since many high-profile companies are often unwilling to directly bring in a large number of small shareholders, institutions will typically establish an SPV first, which then makes a unified investment in the target company.

For example, what the market calls "participating in the share subscription of Anthropic or OpenAI early" essentially means that investors first contribute capital to a certain SPV, which then consistently purchases the unlisted equity of Anthropic.

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

• The platform or its partner will register an SPV in a certain jurisdiction. The sole task of this SPV is to buy Anthropic's original shares on the secondary market (usually from employees or early investors);
• The platform then issues derivative tokens on the blockchain (e.g., ANTHROPIC or OPENAI). These tokens are defined in the legal agreement as a "claim to the economic benefits of this SPV";
• In theory, the token should be pegged 1:1 to the original stock. For every 1 token issued, the off-chain SPV should hold the corresponding share of 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 nod (and it's basically impossible for them to nod), the stock held by that SPV could be considered invalid in the eyes of Anthropic and OpenAI. If the stock held by the SPV is invalid, then the "economic benefits" claimed by the on-chain token become worthless.

The "Matryoshka Doll" Risk of SPVs

A major reason why Anthropic and OpenAI are so opposed to SPVs is the emerging risk of over-financialization of these SPVs, driven by the sustained frenzy surrounding their pre-IPO stock tokens (Anthropic's pre-IPO valuation once soared to $1.4 trillion, far exceeding its last funding round valuation).

Among the issues, the most concerning is the "Matryoshka doll" problem of SPVs. Many investors buying pre-IPO stock tokens think they are buying company shares, but in reality, they only have a claim to the economic benefits of a particular SPV. More alarmingly, many SPVs do not directly hold Anthropic's original shares; instead, they are nested two or three layers deep within other SPVs.

This "Matryoshka doll" structure is, in fact, very dangerous.

• Legal Transparency Issues: With each additional layer, the authenticity of the underlying asset becomes more blurred. It's very difficult for investors to confirm whether the SPV at the lowest level has actually obtained the company's board approval for the transfer.
• Management Fee Erosion: Each layer of SPV charges management fees, performance fees, and dividends. After skimming at each level, the actual returns for investors are severely diluted.
• Risk of Total Loss: If the equity transfer at any single layer is deemed "invalid" by Anthropic, the entire value chain could instantly collapse.

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

Pre-IPO Stock Tokens Plunge, Contracts Relatively Stable

Once the announcements from Anthropic and OpenAI began to circulate, the market reacted immediately.

On PreStocks, the ANTHROPIC token experienced a sharp decline, briefly falling below $1,000. As of 12:00, it was trading at $1,082, a significant single-day drop of 20.62%. The OPENAI token was trading at $1,440, down 26.82% for the day.

Investor panic is easy to understand. Since Anthropic and OpenAI have clearly stated they won't recognize unauthorized shareholding, the "equity" behind these tokens now has a probability of becoming "worthless paper," and holders may face huge costs related to confirming their rights and legal litigation.

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

Predictions for Future Direction

Faced with the "denial" stance of Anthropic and OpenAI, two distinct voices have emerged within the industry.

Some believe the logic of pre-IPO stock trading is dead. If leading giants like Anthropic and OpenAI spearhead the suppression of SPVs, other major companies may follow suit. With the support of equity being shaken, it is questionable whether so-called pre-IPO stock tokens still hold any value.

However, another group, including Rivet founder Nick Abouzeid, believes this is not a cause for alarm. Trading pre-IPO stock tokens through unofficial channels has always been a gamble, and buyers should have had the "awakening that the company won't recognize it" from day one. You lack the opportunity for direct investment; obtaining that opportunity through other means inevitably involves bearing some risk.

In summary, at a time when premiums on pre-IPO stock tokens are continuously expanding and market sentiment is gradually turning euphoric, the statements from Anthropic and OpenAI have undoubtedly thrown cold water on the entire sector.

Over the past few months, more and more investors have begun to view pre-IPO stock tokens as a "low-barrier channel to participate in the growth of top-tier AI companies." The valuations of some AI-themed pre-IPO stock tokens have clearly detached from reality, even sparking frenetic trading far above their last funding round valuations. In this context, Anthropic and OpenAI's public "anti-fraud" efforts are, to some extent, redefining the boundaries of this rapidly growing new market.

For speculators, this is a risk education; but for the long-term development of the industry, the market might just need such a moment of "de-bubbling."