OpenAI’s $150 Billion Valuation Hinges on Corporate Restructuring to Remove Investor Profit Cap

OpenAI, the world’s most valuable AI startup, is set to raise $6.5 billion through convertible notes, according to sources familiar with the matter. The valuation, an impressive $150 billion, depends on whether the company can remove a profit cap for investors. The cap, initially put in place to balance commerciality with safety, restricts returns for early investors to 100 times their initial investment.

The move signals a significant shift in OpenAI’s structure, which was founded as a non-profit organization in 2015 with the goal of developing AI for the benefit of humanity. Now, as the company seeks to continue funding its pursuit of artificial general intelligence (AGI), it is reportedly considering converting to a for-profit benefit corporation, similar to other AI firms such as Anthropic and xAI.

With major existing investors like Microsoft, Khosla Ventures, and new players like Nvidia and Apple expected to participate, the success of this restructuring could dramatically increase returns for early investors, raising concerns about whether OpenAI is straying too far from its original non-profit mission.

If the restructuring fails, OpenAI would need to renegotiate the terms of the convertible notes with investors, likely resulting in a lower valuation. The removal of the profit cap, however, requires approval from the company’s non-profit board, which includes key figures like CEO Sam Altman.