Anthropic and OpenAI Have Severed the Logic of Pre-IPO Equity Tokens
- Core Point: Anthropic and OpenAI have successively stated that they do not recognize stock transfers not approved by the board (including indirect shareholding through SPVs). This has led to a sharp decline in the pre-IPO token market, revealing the legal risks of such tokens and potentially triggering an "de-bubbling" of the industry.
- Key Elements:
- Both Anthropic and OpenAI have declared that any stock transfer without board consent is invalid, they do not recognize the shareholder rights of the buyers, and explicitly prohibit SPVs (Special Purpose Vehicles) from acquiring their shares.
- Public pre-IPO token products (like ANTHROPIC and OPENAI on Prestock) are mostly based on SPV structures. Their value depends on the validity of the original shares held by the SPV; if the companies refuse to recognize them, the token value could drop to zero.
- The "matryoshka" SPV structure increases risks: multi-layered nesting has low legal transparency, management fees dilute returns layer by layer, and if any layer's equity is deemed invalid, the entire value chain collapses.
- Market reaction has been severe: The ANTHROPIC token fell 20.62% in a single day to $1,082, while the OPENAI token dropped 26.82% to $1,440, with investors panicking over entitlement risks.
- Pre-IPO contract products (which do not hold real stock but only bet on the IPO price) have been less affected, as they rely on price speculation rather than equity backing.
- Industry opinions are divided: One side believes that major companies clamping down on SPVs will end the logic of pre-IPO tokens; the other argues that investors should bear the trading risks of unofficial channels.
- This incident is seen as a risk-education lesson for speculators, helping to set boundaries and "de-bubble" the wildly growing pre-IPO token market.
Original: Odaily (@OdailyChina)
Author: Azuma (@azuma_eth)
The pre-IPO stock token market has just experienced a major shock. The epicenter of this earthquake came from two announcements by AI giants Anthropic and OpenAI.
Anthropic and OpenAI Both "Disavow" Unauthorized Sales
Today, Anthropic updated an official statement released in February, titled "Unauthorized Anthropic Stock Sales and Investment Scams".
Anthropic explicitly stated in the article: "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 invalid (note the use of the word 'invalid') and will not be recognized on our books and records. This means that if someone sells Anthropic stock without the Board's approval, the transaction will be deemed invalid. The purported buyer will not be recognized as a shareholder of Anthropic and will not have any shareholder rights."
Shortly after Anthropic updated its statement, OpenAI also followed 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 sale made without such consent is not only unauthorized but 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 charter, thus all stock transfers require board approval.
Anthropic also specifically emphasized that the company does not permit "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 indirect channels to invest in Anthropic stock, but these funds are likely attempting to circumvent transfer restrictions. Therefore, any third party claiming to offer Anthropic stock for sale to the public – whether through direct sales, forward contracts, stock tokens, or other mechanisms – may be committing fraud, or may be offering worthless investments due to Anthropic's transfer restrictions."
- Odaily Note: The image shows unauthorized equity transfer platforms named by Anthropic.
What is an SPV?
To understand why this update has 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, direct transfer of original shares is extremely difficult, restricted not only by company charters but also involving complex legal procedures. Against this backdrop, SPVs emerged.
An SPV is a separate legal entity created for a specific transaction or investment purpose. It can be understood as a 'shell company specifically designed to hold a certain asset'. Multiple investors can contribute capital to the same SPV, thereby indirectly holding shares of a company or a class of assets. This achieves goals such as centralized shareholding, lowering entry barriers, and optimizing legal and tax structures. SPVs are particularly common in high-profile pre-IPO stock trading. Since many star companies are often unwilling to directly onboard a large number of small shareholders, institutions typically first establish an SPV, which then uniformly invests in the target company.
For example, what the market calls "participating early in Anthropic or OpenAI's share subscription" essentially means investors first contribute capital to an SPV, which then uniformly acquires the unlisted equity of Anthropic.
Currently, most pre-IPO stock token platforms on the market (e.g., Prestock) adopt an SPV structure.
- The platform or its partners register an SPV in a certain jurisdiction. The SPV's sole purpose 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 defined in legal agreements as "claims on the economic benefits of this SPV".
- Theoretically, the token is pegged 1:1 to the original shares. For every 1 token issued, the offline SPV should hold a corresponding share of the stock.
The problem now, however, is that Anthropic and OpenAI have clearly stated they "do not recognize unauthorized stock transfers". This means that if an SPV transferred the stock without the board's nod (which is almost certainly the case), the stock held by that SPV could be considered invalid in the eyes of Anthropic and OpenAI. If the SPV's stock is invalid, then the "economic benefits" that the on-chain tokens represent become worthless.
The "Matryoshka" Risk of SPVs
One major reason Anthropic and OpenAI are so resistant to SPVs is the emerging risk of excessive financialization of SPVs, which has become apparent as their companies' pre-IPO stock tokens have been continuously hyped (Anthropic's pre-IPO valuation once soared to $1.4 trillion, far exceeding its valuation in the last funding round).
Among these concerns, the most noteworthy is the "Matryoshka doll" problem of SPVs. Many investors buying pre-IPO stock tokens think they are buying company shares, but in reality, they are merely acquiring a claim on the economic benefits of a specific SPV. More alarmingly, many SPVs do not directly hold Anthropic's original shares but are nested two or even three layers deep beneath another SPV.
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 very difficult for investors to confirm whether the bottom-tier SPV actually obtained the company board's approval for the transfer.
- Management Fee Exploitation: Each layer of SPV charges management fees, performance fees, and profit-sharing. After this "peeling" process, the investor's actual returns are severely diluted.
- Risk of Total Loss: If the equity transfer at any one layer is deemed "invalid" by Anthropic, the entire value chain collapses instantly.
Whether for reputation or investor protection reasons, Anthropic and OpenAI are clearly unwilling to see this situation continue.
Pre-IPO Stock Tokens Plunge, Contracts Remain Relatively Stable
Once the announcements from Anthropic and OpenAI started circulating, the market reacted immediately.
ANTHROPIC on PreStocks saw a significant drop, briefly falling below $1,000, and was reported at $1,082 as of 12:00, dropping 20.62% in a single day; OPENAI was reported at $1,440, dropping 26.82% in a single day.
Investor panic is understandable. Since Anthropic and OpenAI have explicitly stated they do not recognize unauthorized shareholdings, the "rights" behind these tokens are at risk of becoming "worthless paper." Holders may face significant challenges in validating their claims and potential legal costs.
Interestingly, while pre-IPO stock tokens came under pressure, another type of pre-IPO trading product performed relatively stably: pre-IPO contracts that rely entirely on market two-way speculation. The reason for this is that such products essentially do not hold any real stock; the restrictions imposed by Anthropic and OpenAI do not affect them. They are simply "bilateral bets" on the future IPO price, relying on the price negotiation between buyers and sellers.
Predictions for Future Direction
In response to the "disavowal" stance of Anthropic and OpenAI, two截然different voices have emerged within the industry.
Some believe the logic of pre-IPO stock token trading is dead. If leading companies like Anthropic and OpenAI are leading the crackdown on SPVs, other giants may follow suit. With the equity backing shaken, it is questionable whether so-called pre-IPO stock tokens hold any value.
However, others, including Rivet founder Nick Abouzeid, argue this is no cause for alarm. Trading pre-IPO stock tokens through unofficial channels has always been a game. Buyers should have had the 'awareness that the company might not honor it' from day one. You lack the opportunity for direct investment; obtaining that opportunity through other avenues inherently involves accepting certain risks.
In summary, at a time when the premium for pre-IPO stock tokens is expanding and market sentiment is becoming increasingly exuberant, 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 AI companies.' The valuations of some AI-themed pre-IPO stock tokens have clearly detached from reality, even leading to frenzied speculation far exceeding their valuation from the latest funding round. Against this backdrop, the public "anti-fraud" stance taken by Anthropic and OpenAI is, to some extent, redrawing the boundaries for this wildly growing new market.
For speculators, this is a lesson in risk. However, for the long-term development of the industry, the market perhaps also needed this moment of "de-bubbling."
