In March 2026 OpenAI circulated a document resembling an IPO prospectus to investors in its latest financing round, the clearest signal yet that a public debut is coming, most likely in Q4 2026, at a target valuation between 830 billion and 1 trillion dollars, which would make it the largest IPO in American market history. The document, reviewed by CNBC, details 13.1 billion dollars in 2025 revenue, 900 million weekly active users, 110 billion dollars in strategic financing secured from SoftBank, Amazon and Nvidia, an additional 10 billion dollars being raised from a broader investor pool expected to close by end of March, and a projected 665 billion dollars in compute spend through 2030.
The first name on the risk factors list is Microsoft, the very partner that made OpenAI what it is. Microsoft has invested 13 billion dollars since 2019, holds a 27 percent stake in the for-profit entity valued at roughly 135 billion dollars, and supplies "a substantial portion of our financing and compute," according to the document, which explicitly warns that if Microsoft modifies or terminates its commercial partnership, OpenAI's business, prospects and financial condition could be "adversely affected." Beyond the Microsoft dependency, the document flags a projected 14 billion dollar net loss in 2026 driven by infrastructure buildout, model training and research hiring, legal exposure from three lawsuits by Elon Musk and xAI with a first hearing in April, at least 14 user class actions in the U.S., concentration risk at TSMC for chip supply and the unusual governance structure as a public benefit corporation overseen by the OpenAI Foundation.
Seven years, 13 billion and a complicated relationship
Microsoft $MSFT entered OpenAI in 2019 with its first billion dollars, back when it was still a non-profit research project. Today, the total investment exceeds $13 billion, and after the October 2025 deal, Microsoft holds a 27% stake in the new for-profit OpenAI entity, OpenAI Group PBC, worth roughly $135 billion.
This interdependence takes a concrete form: Microsoft provides OpenAI' s Azure cloud infrastructure, secures the rights to distribute APIs to third parties, and de facto determines what hardware GPT-4, o1 or their successors run on. As an added bonus, OpenAI has committed to purchase $250 billion worth of additional Azure services as part of the renegotiation of the October 2025 terms. In other words: dependency has deepened, not weakened.
OpenAI's prospectus document states in black and white - its operating results depend on its ability to build partner relationships outside of Microsoft. And it warns that if the tech giant were to reduce or end its collaboration, the impact would be substantial for the company. For investors considering an IPO, it's a signal that can't be overlooked.
110 billion and still not enough
In February 2026, OpenAI closed the largest private funding round in the history of the tech industry to that point. The total value of the round reached $110 billion at a valuation of $730 billion. Major investors:
Still, OpenAI is working hard to secure an additional $10 billion from a wider range of investors, including venture capital and sovereign funds. The reason is simple: an internal document estimates total spending on computing infrastructure by 2030 at a staggering $665 billion. So even a record funding round is not enough to cover the full cost of maintaining technological leadership.
TSMC $TSM : the risk no one wants to say out loud
Alongside Microsoft, OpenAI names a second major systemic risk in the document: the Taiwanese chipmaker TSMC. TSMC makes the vast majority of the world's most advanced AI chips, including those from Nvidia that run OpenAI's models. Any disruption to production caused by the conflict in the Taiwan Strait would directly impact the company's ability to scale its models.
In doing so, OpenAI acknowledges that its infrastructure sovereignty has clear geographic limits. At a time when geopolitical tensions around Taiwan remain one of the key systemic risks to the entire technology sector, this mention in the IPO document is more important than it first appears.
Elon Musk and the legal front
The internal document also mentions ongoing litigation as an operational risk. Elon Musk, the co-founder of OpenAI who left the organization and then publicly attacked it through his AI firm xAI, has led a series of lawsuits challenging the legitimacy of OpenAI's transformation into a for-profit company. Litigation burdens management and can affect the brand's pre-IPO reputation - just when OpenAI needs to look stable and credible.
In addition, OpenAI operates as a so-called public benefit corporation under the oversight of a nonprofit foundation, which brings specific regulatory constraints that prospective shareholders must consider.
What the numbers say
Despite all the risks, the business results are impressive. Revenues for 2025 have reached $13.1 billion, the platform has over 900 million weekly active users, and ChatGPT has transformed from a technological curiosity to a global work tool in less than three years. Meanwhile, annualized revenue is heading towards $20 billion by the end of 2026.
At the same time, however, the cost of developing and running the models is growing faster than revenue. OpenAI does not anticipate profitability until 2030. Record funding rounds are therefore not a signal of strength in the traditional sense - they are a reflection of the enormous capital intensity of the AI frontier as an industry.
What IPOs mean for the market
OpenAI plans to file documents with regulators in the second half of 2026, with the IPO itself expected in the fourth quarter. If the valuation reaches one trillion dollars, it will be one of the largest stock market debuts in history - comparable to the IPOs of Saudi Aramco or Alibaba.
For investors, this opens up direct exposure to an AI industry leader that has so far only been available to select institutional players. But the risk-factor document provides a sobering reminder: OpenAI is not just a ChatGPT growth story. It's a story about a company that depends on one technology partner, one chip manufacturing site, and a constant flow of outside capital. Those who want to enter the IPO will have to accept these risks as part of a bet on the most ambitious technology project of the 21st century.