OpenAI Risk Factors Reliance on Microsoft, Elon Musk and xAI Lawsuit

OpenAI outlined its close relationship with the company in a document similar to an IPO prospectus. microsoft This could be a potential risk to the company’s business, telling investors that the software company is responsible for “a significant portion of our financing and calculations.”

OpenAI included sections titled “Risks Related to the Transaction” and “Risks Related to Our Business” in its financial documents seen by CNBC, which the company shared with prospective investors in connection with its recent record funding round.

Last month, OpenAI announced $110 billion in funding from strategic partners including: Amazon, NvidiaSoftbank. The company is working with its banking partners on an additional $10 billion worth of commitments from a broader range of investors, according to people familiar with the deal. That part of the round is expected to conclude by the end of March, said the people, who requested anonymity because the details are confidential.

The risks highlighted by OpenAI give a glimpse of what to expect in its upcoming IPO filing as the company prepares to debut on the public markets as early as this year. In addition to its relationship with Microsoft, OpenAI cited risks such as its large capital expenditures, dependence on computing resources, Elon Musk’s ongoing litigation with xAI, and its unusual structure as a public benefit corporation with the OpenAI Foundation as its parent company.

OpenAI was founded in 2015 as a nonprofit research institute, but has experienced explosive commercial growth since making ChatGPT publicly available in late 2022. ChatGPT currently boasts 900 million weekly active users, and the company generated $13.1 billion in revenue in 2025. Investors last month valued the company at $730 billion.

Microsoft has been sponsoring ChatGPT since 2019, years before it was released, and secured an early commitment from OpenAI to move parts of the service exclusively to Microsoft’s Azure cloud. Microsoft has invested a total of $13 billion in OpenAI, and revealed during the AI ​​company’s restructuring in October that its 27% diluted stake in the commercial portion of the organization was worth $135 billion.

OpenAI said in a document distributed to investors that its performance will depend on its ability to successfully develop relationships with additional partners outside of Microsoft.

“If Microsoft changes or terminates its commercial partnership with us, or if we are unable to successfully diversify our business partners, our business, prospects, results of operations, and financial condition could be adversely affected,” the company wrote.

“This is a standard legal risk factor disclosure and is unrelated to a potential IPO prospectus,” an OpenAI spokesperson said in a statement.

“Similar language has been in existence for many years,” the spokesperson said. “Microsoft is and will continue to be an important long-term partner.”

OpenAI and Microsoft have a close relationship, but competition for users is fierce in the fast-growing generative AI market.

In 2024, Microsoft added OpenAI to its competitors list in its annual report. Over the years, that list has included Amazon, Apple, Google, and Meta. And last year, OpenAI turned to other cloud providers like CoreWeave, Google, and Oracle to meet high demand.

Geopolitical and legal risks

While Microsoft justified its headline with its risk disclosures, OpenAI is not the only company named.

OpenAI noted that training and running AI models requires vast amounts of computational resources, and a global chip shortage could be damaging.

Specifically, OpenAI supports chip suppliers Taiwan semiconductor manufacturing company Affected by regional conflicts reflecting rising tensions between China and Taiwan, OpenAI could face “significant disruption” to its supply chain.

OpenAI also collaborates with partners Microsoft, Nvidia, advanced micro device and broadcom.

As of December, OpenAI had committed to approximately $665 billion in computing spending by 2030, according to the document, adding that “our computing requirements are dynamic and may grow significantly.”

Additionally, there is a long and expanding list of lawsuits.

OpenAI warned investors that ongoing litigation could be fraught with issues such as copyright, patent and other intellectual property issues, employment and contract disputes, and privacy concerns.

The company detailed three different lawsuits filed by Musk, the co-founder of OpenAI, or his company xAI, which is now part of SpaceX after a merger last month. Musk left OpenAI in 2018 after trying to convince management to merge with OpenAI. tesla. The two sides have been in a legal battle since 2024, with the first case scheduled to go to trial next month.

OpenAI also said ChatGPT users or their families have filed at least 14 lawsuits against the company in California and federal courts, blaming its products for “mental illnesses that lead to suicide, death, and other injuries.”

The first wrongful death lawsuit was filed in California last year by Matt and Maria Lane, the parents of 16-year-old Adam Lane, who died by suicide after ChatGPT allegedly encouraged him to do so.

“We consider these cases in light of existing industry-leading safeguards and additional efforts, as well as the complex nature of the causes of mental illness,” OpenAI said in a statement.

The name Sam Altman is not specifically listed in OpenAI’s risk factors section.

The CEO and co-founder has long been the public face of the company, mired in controversy. In late 2023, Altman was abruptly fired by the company’s board, which said it had lost confidence in its leadership, but reinstated it a few days later due to pressure from employees and investors.

OpenAI acknowledged in the document that “our success and business operations depend on key people.” Neither Altman nor his colleagues have been identified.

If you are having suicidal thoughts or are in distress, please contact the Suicide & Crisis Lifeline (988) for support and assistance from a trained counselor.

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