Original | Odaily Planet Daily (@OdailyChina)
Author | Azuma (@azuma_eth)
The pre-IPO stock token market has just experienced a severe shockwave. The epicenter of this earthquake comes from two statements issued by AI giants Anthropic and OpenAI.
Anthropic and OpenAI Successively State They "Do Not Recognize" Unauthorized Transfers
Today, Anthropic updated an official statement it released in February titled "On Unauthorized Anthropic Stock Sales and Investment Scams."
In the article, Anthropic explicitly stated: "Any sale or transfer of Anthropic stock, or disposition of an interest in Anthropic stock, that has not been approved by our board of directors, is invalid (note the use of 'invalid') and will not be recognized on the company's books and records. This means that if anyone sells Anthropic stock without board approval, the transaction will be deemed invalid. The purported buyer will not be recognized as an Anthropic shareholder and will not enjoy any shareholder rights."
Shortly after Anthropic updated its statement, OpenAI also followed up with an announcement stating: "All equity interests are subject to transfer restrictions. No shares may be transferred directly or indirectly without the written consent of the company. Any sale without consent is not only unauthorized but also invalid."
In their announcements, both Anthropic and OpenAI explained that the companies' preferred and common stock are subject to transfer restrictions stipulated in their charters, meaning all stock transfers require board approval.
Anthropic also emphasized, "The company also does not permit the acquisition of Anthropic shares by 'Special Purpose Vehicles' (SPVs). Any transfer of shares to an SPV violates the company's transfer restrictions... Some investment funds may claim to offer indirect access to Anthropic shares, but these funds are likely attempting to circumvent transfer restrictions. Therefore, any third party claiming to sell Anthropic shares to the public — whether through direct sales, forward contracts, stock tokens, or other mechanisms — may be involved in fraud or offering worthless investments due to Anthropic's transfer restrictions."
- Odaily Note: The image shows unauthorized equity transfer platforms named by Anthropic.
What is an SPV?
To understand why this update has had such a massive impact on the pre-IPO stock token market, one must first understand what an SPV is.
In traditional pre-IPO stock trading, directly transferring original shares is extremely difficult, restricted not only by company charters but also involving complex legal procedures. In this context, SPVs emerged.
An SPV is a legal entity established specifically for a particular transaction or investment purpose. It can be understood as a 'shell company dedicated to holding a specific asset.' Multiple investors can indirectly hold shares in a company or a certain asset by contributing capital to the same SPV, achieving goals such as centralized ownership, lowered entry barriers, and optimized legal and tax structures. SPVs are particularly common in popular pre-IPO stock trading. Since many high-profile companies are often unwilling to directly introduce numerous small shareholders, institutions typically first set up an SPV, which then uniformly invests in the target company.
For example, so-called "early participation in Anthropic or OpenAI share subscriptions" in the market essentially involves investors first contributing capital to an SPV, which then purchases the unlisted equity of Anthropic or OpenAI.
Currently, most pre-IPO stock token platforms (such as Prestock) adopt the SPV structure.
- The platform or its partners will register an SPV in a certain jurisdiction. The sole purpose of this SPV is to buy original Anthropic shares in the secondary market (usually from employees or early investors).
- The platform will then issue derivative tokens on-chain (e.g., ANTHROPIC or OPENAI), which are legally defined in agreements as "claims to the economic benefits of that SPV."
- Theoretically, these tokens are 1:1 pegged to the original shares. For every token issued, the underlying SPV should hold a corresponding share of stock.
The problem now is that Anthropic and OpenAI have now explicitly stated they 'do not recognize unauthorized stock transfers.' This means if an SPV transfers stock without board approval (which is highly unlikely to be granted), the stock held by that SPV may be considered invalid in the eyes of Anthropic and OpenAI. If the stock held by the SPV is invalid, then the "economic benefits" referenced by the on-chain tokens become worthless.
The Risk of SPV "Nesting"
A significant reason for Anthropic and OpenAI's strong opposition to SPVs is the growing risk of over-financialization as their pre-IPO stock tokens continue to be hotly traded (Anthropic's pre-IPO valuation once soared to $1.4 trillion, far exceeding its last funding round valuation).
Among these risks, the "nesting" of SPVs is most concerning — many investors buying pre-IPO stock tokens believe they are purchasing company shares, but are actually only buying claims to the economic benefits of an SPV. More exaggeratedly, many SPVs do not directly hold Anthropic's original shares but are instead nested two or three SPV layers down.
This "nesting" structure is, in fact, very dangerous.
- Legal Transparency Issues: With each additional layer, the authenticity of the underlying assets becomes more blurred. Investors find it difficult to confirm whether the bottom-most SPV has actually obtained the company's board transfer approval.
- Management Fee Exploitation: Each layer of SPV charges management fees, performance fees, and dividends. After layer-by-layer skimming, investors' actual returns are severely diluted.
- Zeroing Risk: If the equity transfer at any layer is deemed "invalid" by Anthropic, the entire value chain could instantly collapse.
Whether for reputational reasons or investor protection, Anthropic and OpenAI clearly do not want to see this situation.
Pre-IPO Stock Tokens Plummet, Contracts Remain Relatively Stable
Once the announcements from Anthropic and OpenAI spread, the market immediately reacted.
ANTHROPIC on PreStocks plunged sharply, falling below $1,000 at its lowest, temporarily reported at $1,082 as of 12:00, down 20.62% for the day; OPENAI was temporarily reported at $1,440, down 26.82% for the day.
Investor panic is easily understood. Since Anthropic and OpenAI explicitly stated they do not recognize unauthorized shareholdings, the "rights" behind these tokens face the probability of becoming "worthless paper." Holders may confront significant claim validation risks and legal litigation costs.
Interestingly, while pre-IPO stock tokens came under pressure, another type of pre-IPO stock trading product performed relatively stably — pre-IPO contracts that rely entirely on market-driven bilateral betting. The reason for this is that such products do not hold any real stock; Anthropic and OpenAI's restrictions have no effect on them. They are essentially "bilateral betting pools" on future IPO prices, relying on price competition between buyers and sellers.
Predictions for Future Direction
In response to Anthropic and OpenAI's "non-recognition" statements, two distinctly different voices have emerged in the industry.
Some believe the logic of pre-IPO tokenized stock trading is dead. If headliners like Anthropic and OpenAI are leading the charge to ban SPVs, other giants may follow suit. With equity backing being questioned, the value of so-called pre-IPO stock tokens is in doubt.
However, others, including Rivet founder Nick Abouzeid, believe this is not a cause for alarm. Trading pre-IPO stock tokens through unofficial channels was always a gamble; buyers should have had the awareness from day one that the "company might not recognize" the shares. What you lack is direct investment opportunity; obtaining that opportunity through other channels always carries certain risks.
In summary, at a time when premiums for pre-IPO stock tokens have continued to expand and market sentiment has grown increasingly feverish, Anthropic and OpenAI's statements undoubtedly pour cold water on the entire sector.
Over the past few months, more and more investors have begun viewing pre-IPO stock tokens as a 'low-barrier channel to participate in the growth of top AI companies.' Valuations for some AI-concept pre-IPO stock tokens have significantly detached from reality, with even crazy speculation far exceeding the valuations of the last funding rounds. Against this backdrop, the public "debunking" by Anthropic and OpenAI, in a way, is also about redrawing the boundaries for this wildly growing new market.
For speculators, this is a lesson in risk; but for the long-term development of the industry, the market may also need such a moment of "de-bubbling."
