OpenAI IPO faces 10‑state scrutiny

Montana Attorney General Austin Knudsen said on May 12 that he led a coalition of 10 state attorneys general in asking the U.S. Securities and Exchange Commission to closely review any OpenAI filings tied to a potential initial public offering. West Virginia Attorney General JB McCuskey said on May 13 that his office had joined the effort, which the states said was meant to protect public pension funds and retail investors. The push comes as Sam Altman’s personal investments, including his ties to Helion Energy, have drawn new attention in court testimony and on Capitol Hill. It also lands as Microsoft, OpenAI’s biggest partner, is exploring startup deals that could reduce its reliance on the company, according to Reuters. ### Which states are asking for SEC scrutiny, and what did they ask for? Montana said the letter was sent Tuesday, May 12, to SEC Chairman Paul Atkins and asked the agency to apply strict scrutiny to any OpenAI filings submitted ahead of an “impending” IPO. Knudsen’s office said the coalition included Alabama, Arkansas, Florida, Idaho, Iowa, Louisiana, Nebraska, Oklahoma and West Virginia, alongside Montana. (dojmt.gov) West Virginia said the states were seeking “especially stringent scrutiny” of any OpenAI filing because state investment funds and retirement systems could be exposed if the company lists publicly. McCuskey said his office wanted to ensure “these investments are protected from fraud,” according to the state release. ### What are the attorneys general alleging about Sam Altman? (dojmt.gov) The Montana release said the letter raised concerns that Altman has a “history of self-dealing and serious conflicts of interest” that created risk for OpenAI. The state said the SEC should ensure senior OpenAI officials fully disclose any conflicts because inadequate disclosure would warrant scrutiny under securities laws. (ago.wv.gov) West Virginia’s release quoted the letter as saying the commission “must not permit that apparent misconduct to persist if OpenAI goes public.” The states tied that argument directly to disclosure obligations that would matter in any registration process for a public offering. ### Why is Helion part of this story now? GeekWire reported on May 13 that Altman faced questions in the Musk v. (dojmt.gov) Altman trial about his financial ties to Helion Energy, the fusion startup that has been linked to future power supply plans for AI data centers. The report said members of Congress had separately raised conflict-of-interest concerns tied to those relationships. (ago.wv.gov) Helion said in an earlier company announcement that Microsoft agreed to buy electricity from Helion’s first fusion power plant, which the company said was scheduled for deployment in 2028. Separate March reporting said Altman was stepping down as Helion board chair as Helion and OpenAI explored future partnership opportunities. ### How does Microsoft fit into the pressure around OpenAI? (geekwire.com) Reuters reported on May 13 that Microsoft has been shopping for AI startups as it prepares for a future less dependent on OpenAI. Reuters said Microsoft had weighed acquiring code-generation startup Cursor and is in discussions with Inception, a startup focused on a different method of building large language models. (helionenergy.com) The Federal Trade Commission said in January 2024 that it had launched an inquiry into generative AI investments and partnerships, including the strategic rationale and terms of such deals. In Britain, the Competition and Markets Authority said on March 5, 2025 that Microsoft’s partnership with OpenAI did not qualify for investigation under merger rules. A Stanford Law analysis citing European Commission action said the EU concluded in June 2024 that Microsoft had not acquired lasting control over OpenAI. (finance.yahoo.com) ### Is there actually an OpenAI IPO filing yet? The SEC’s public site describes the agency’s role as protecting investors and overseeing securities filings, but the materials reviewed here do not show a public OpenAI registration statement on EDGAR. The state letters speak in forward-looking terms about “any filings” and an “impending” IPO rather than citing a filed prospectus. Montana’s release said the company’s IPO is “reportedly expected to be worth over $1.0 trillion,” but that valuation figure was presented by the state, not in an SEC filing reviewed here. (ftc.gov) The next concrete step, if OpenAI proceeds, would be a filing submitted to the SEC, where disclosures about governance, related-party dealings and risk factors would be laid out for regulators and investors. (dojmt.gov) (sec.gov)