Fortune | FORTUNE 09月13日
OpenAI与微软达成协议,为IPO铺平道路
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人工智能公司OpenAI与主要投资者微软达成一项初步协议,可能为这家初创公司重组并最终上市铺平道路。双方签署了一份非约束性备忘录,概述了双方关系的“下一阶段”,并预计在未来几个月内达成最终协议。该协议旨在解决双方合作中存在的结构性和竞争性摩擦,为这家估值5000亿美元的初创公司将其营利部门转型为公众利益公司(PBC)扫清障碍。此举可能允许OpenAI在保持非营利母公司控制权的同时,结合其公益使命与盈利目标,并为未来上市做好准备。尽管CEOSam Altman对上市时机和方式持谨慎态度,但这一协议受到了投资者的积极回应,微软股价在消息公布后有所上涨。然而,该转型仍需获得州监管机构的批准,加州和特拉华州的总检察长正在审查OpenAI的重组计划,并关注其是否偏离了最初的公益使命。

🤝 **合作新篇章与IPO前景**:OpenAI与微软达成的初步协议标志着双方关系进入新阶段,为OpenAI的潜在IPO铺平了道路。该协议旨在解决双方在AI发展中的结构性和竞争性摩擦,为OpenAI的营利部门向公众利益公司(PBC)转型提供支持,这是其迈向公开募股的关键一步。

⚖️ **公司结构重塑与公益使命**:OpenAI计划将其原有的非营利结构与新设立的营利性部门进行整合,转型为公众利益公司(PBC)。此举旨在平衡其公益使命与商业化发展需求,确保非营利母公司继续拥有运营控制权,同时为未来吸引更多资本和上市创造条件。

📈 **市场反应与监管挑战**:该协议的宣布受到投资者欢迎,微软股价应声上涨。然而,OpenAI的转型之路并非一帆风顺,仍需通过加州和特拉华州监管机构的审查。监管部门正关注其是否偏离了最初的公益使命,同时,前联合创始人埃隆·马斯克的诉讼也增加了重组的复杂性。

💡 **非营利组织的战略定位**:OpenAI的非营利母公司将通过持有新PBC的股权,成为全球最富有的慈善组织之一。此举不仅强化了其对公司运营的控制力,也确保了安全决策始终以其公益使命为导向,并计划启动一项5000万美元的基金,支持AI素养和社区创新项目。

OpenAI’s path to a potential IPO may have just got a little clearer. The AI company said on Thursday it has reached a preliminary agreement with major investor Microsoft that could allow the startup to restructure and, eventually, go public.

Both companies signed a nonbinding memorandum outlining “the next phase” of their relationship, with a definitive agreement expected in the coming months. The announcement was light on details; financial fine print was not disclosed, and the companies said they are still finalizing contractual terms.

“Together, we remain focused on delivering the best AI tools for everyone, grounded in our shared commitment to safety,” the companies said in a Thursday statement.

Nevertheless, the deal appears to address the structural and competitive friction that has complicated the relationship between OpenAI and its largest investor, paving the way for the $500 billion startup to convert its for-profit arm into a public benefit corporation (PBC).

OpenAI’s corporate structure is unusual. Originally founded as a nonprofit, it established a capped-profit arm in 2019, which allowed for large investments such as Microsoft’s. The company has been trying to restructure its profit-focused entity into a more conventional corporate model to allow it to raise additional capital, while leaving the nonprofit parent in control of the startup’s operations. A conversion to a more traditional structure, such as a public benefit corporation, could allow the company to combine its public mission objectives with profit generation and possibly go public in the future.

CEO Sam Altman is well aware that speculators want to see OpenAI float on the stock exchange. He told CNBC last month he had “very conflicted” feelings on a potential IPO, explaining: “Whenever we do go public, if we ever go public, I think there will be tremendous upside left in front of the company, but I get why people would love for us to be public or sooner. And I’m sure people also get the reality of, like, we’re in still a crazy position, and it would be very hard for us to be public given just all of the realities of that.”

Microsoft was an early investor in OpenAI and has cumulatively invested at least $13 billion in the AI startup since 2019. In exchange, the tech giant has received a share of the revenue from OpenAI’s products, including ChatGPT, and has embedded the company’s technology into Microsoft 365 products. However, the partnership has reportedly become strained as both companies scale their AI ambitions.

Microsoft now counts OpenAI as a competitor and has been increasing its reliance on its own AI models. OpenAI has also inked a multibillion-dollar cloud deal with Oracle to ensure it has sufficient compute capacity, potentially alleviating its reliance on Microsoft’s cloud support.

The news of a deal was well received by investors, with Microsoft’s stock rising 2.4% in after-hours trading following the announcement.

When asked for further details about the agreement, representatives for Microsoft and OpenAI referred Fortune to the companies’ joint statement.

Regulation hurdles

However, the transition still needs to be cleared by state regulators.

Both the California and Delaware attorneys general are already scrutinizing OpenAI’s restructuring. Regulators are questioning whether OpenAI has strayed from its original public-benefit mission in favor of commercial growth—recent suicides linked to ChatGPT have also complicated the issue. The investigations could culminate in lawsuits or significant settlement demands as conditions for moving forward. OpenAI cofounder Elon Musk has also been fighting the restructuring plans and has filed a lawsuit accusing the startup of defrauding investors.

In a blog post also shared on Thursday, OpenAI board chairman Bret Taylor reaffirmed that OpenAI’s nonprofit would continue to have control over the startup’s operations and would obtain an equity stake in the new PBC worth more than $100 billion. He said this would make the nonprofit “one of the most well-resourced philanthropic organizations in the world.”

Taylor wrote in the post: “Our PBC charter and governance will establish that safety decisions must always be guided by this mission. We continue to work with the California and Delaware attorneys general as an important part of strengthening our approach, and we remain committed to learning and acting with urgency to ensure our tools are helpful and safe for everyone, while advancing safety as an industrywide priority.”

He also said that as part of this next phase, the company’s nonprofit has begun considering applications for the first wave of a $50 million grant initiative that aims to support nonprofit and community organizations in the areas of AI literacy, community innovation, and economic opportunity.

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OpenAI Microsoft IPO 人工智能 AI Public Benefit Corporation PBC 科技 投资 监管
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