The document that OpenAI distributes to potential investors within the last round of financing in many ways resembles a prospectus for an initial public offering of shares. On March 23, 2026, CNBC published a look at that document, and what analysts found in it says more than the company’s official announcements.
OpenAI paid special attention to Microsoft in the section on risk factors, emphasizing that the company provides it with “a significant portion of funding and computing resources.” This is an unusually open admission for a company that for years has publicly described Microsoft as a strategic partner rather than a point of vulnerability. In a pre-IPO document from March 2026, OpenAI explicitly listed Microsoft as a top business risk, not a partner. Underlying is a series of frictions: By June 2025, OpenAI executives were internally considering accusing Microsoft of anti-competitive behavior and seeking a federal review of the contract.
The document also addresses potential disruptions at TSMC, a Taiwanese semiconductor manufacturer that makes chips for the Nvidia GPUs on which OpenAI trains models. That risk, combined with limited access to computing resources that are themselves getting more expensive every year, makes OpenAI’s operational dependence on someone else’s infrastructure one of its most prominent weaknesses ahead of its IPO.
The legal front is particularly arduous. Co-founder Elon Musk is headed to trial on a fraud lawsuit scheduled for April 27, 2026 in Oakland, seeking up to $135 billion in damages. If the judge rules in Musk’s favor, OpenAI could be forced to pay out billions of dollars, potentially jeopardizing or even preventing the company’s goal of reaching profitability by 2029. Other potential legal measures could include invalidating OpenAI’s current structure, preventing a future IPO, or forcing Microsoft to divest.
OpenAI was founded as a non-profit research lab in 2015, but has experienced explosive commercial growth since the launch of ChatGPT in late 2022. ChatGPT now has 900 million weekly active users, and the company has generated $13.1 billion in revenue in 2025. Last month, it was valued at $730 billion by investors. Plans for an IPO that, according to estimates, could be one of the largest in the history of the technology industry rely on that figure.
A spokesperson for OpenAI stated that it was a standard legal disclosure of risk factors, unrelated to a potential IPO prospectus, and added that “similar language has been present for years.” Investors following the document probably interpret it differently: a company with revenues of $13 billion and a value of $730 billion that puts its largest investor on the risk list is not a company in a comfortable position to face the struggle in the public markets, reports CNBC.