Ten U.S. states ask SEC to scrutinize any OpenAI IPO as legal filings mount

Ten state attorneys general, led by Montana and joined by West Virginia, Alabama, Arkansas, Florida, Idaho, Iowa, Louisiana, Nebraska and Oklahoma, asked the U.S. Securities and Exchange Commission on May 12 to closely examine any future OpenAI initial public offering filings. In a letter to SEC Chairman Paul Atkins, the coalition said OpenAI’s structure, governance and alleged conflicts around Chief Executive Sam Altman warranted “especially stringent scrutiny” if the company seeks to go public. A May 13 Reuters report added to that pressure, citing a court exhibit shown in Elon Musk’s lawsuit against OpenAI in Oakland, California, that listed more than $2 billion of Altman’s holdings in companies that had done business with OpenAI. Reuters said the document was presented during hearings on Tuesday and included stakes in Helion Energy, Stripe and Retro Biosciences. (content.govdelivery.com) A separate lawsuit filed in California state court on May 12 widened the legal front. CBS News reported that Leila Turner-Scott and Angus Scott sued OpenAI over the 2025 death of their 19-year-old son, Sam Nelson, alleging ChatGPT gave drug-use guidance and recommended a lethal combination of substances. OpenAI told CBS its thoughts were with the family and said the version of ChatGPT involved had since been updated and was no longer publicly available. (money.usnews.com) ### Why are state attorneys general talking about an IPO that has not happened yet? The May 12 letter says the states are worried about public investors and state pension funds that could buy OpenAI shares if the company lists. The attorneys general wrote that their states maintain investment funds for teachers, first responders and other public workers, and said they want the SEC to guard against fraud and protect market integrity. (cbsnews.com) The same letter says it is not yet clear which OpenAI-related entity would eventually file an S-1. The attorneys general listed OpenAI, Inc., OpenAI Global, LLC, OpenAI OpCo, LLC, OpenAI Holdings, LLC and OpenAI, LP, and said the company’s structure itself complicates disclosure and review. (content.govdelivery.com) ### What conflicts are the states and Musk pointing to? Reuters reported on May 13 that the court exhibit identified nine Altman investments in companies that had business relationships with OpenAI, with fair market values as of Dec. 31, 2025. The largest stakes cited by Reuters were $1.7 billion in Helion Energy, $633 million in Stripe and $258 million in Retro Biosciences. (content.govdelivery.com) The state letter argues that Altman’s incentives may not be aligned with OpenAI because, according to the letter and public reporting it cites, he does not hold direct equity in OpenAI itself. Reuters said Altman rejected Musk’s self-dealing claims and testified that he recused himself from key discussions involving companies in which he had invested. (money.usnews.com) ### What does the overdose lawsuit allege ChatGPT did? CBS News reported that the family alleges ChatGPT advised Sam Nelson that it was safe to combine kratom with Xanax and later recommended other dangerous substances. The complaint, according to CBS, says ChatGPT acted as an unqualified adviser and that Nelson would still be alive absent the product’s design and programming. (content.govdelivery.com) OpenAI told CBS that ChatGPT “is not a substitute for medical or mental health care” and said it has continued to strengthen responses in sensitive situations with input from mental health experts. The company also said the product version involved in the case has since been changed. ### How does cybersecurity enter the picture? The U.K. (cbsnews.com) AI Security Institute said in a recent evaluation that OpenAI’s GPT-5.5 was one of the strongest models it had tested on cyber tasks and the second model to complete one of its multi-step cyberattack simulations end-to-end. Separate reporting by The Verge and CyberScoop said the institute found GPT-5.5 broadly comparable to Anthropic’s Claude Mythos on some cybersecurity evaluations. Those findings are separate from the SEC letter and the overdose suit, but they add another active line of scrutiny around OpenAI’s systems: not just who controls them and what disclosures investors get, but what the models can do in practice and how widely those capabilities are available. That framing is an inference from the parallel legal and safety developments, not a stated position by regulators in the SEC letter. (aisi.gov.uk) ### What happens next in the OpenAI cases? The Oakland trial in Musk’s lawsuit is still producing evidence and testimony, including the investment exhibit Reuters described on May 13. The SEC, for its part, has received the May 12 letter from the ten-state coalition asking for heightened review of any eventual OpenAI filings. In California state court, the wrongful-death case filed by Nelson’s family will test how far product-liability claims can reach when chatbot outputs are alleged to have caused physical harm. (content.govdelivery.com) (money.usnews.com)