Original | Odaily Planet Daily (@OdailyChina)

Author | Azuma (@azuma_eth)

The pre-IPO stock token market has just experienced a violent turmoil. The source of this earthquake comes from two statements made by the AI giants Anthropic and OpenAI.

Anthropic and OpenAI successively declare "we do not recognize"

Today, Anthropic updated its official statement released in February this year titled "About Unauthorized Anthropic Stock Sales and Investment Scams".

Anthropic explicitly mentioned in the article: “Any sale or transfer of Anthropic stock or any disposition of rights to Anthropic stock without the approval of our board of directors shall be invalid (note the use of the term 'invalid'), and will not be recognized in the company's books and records. This means that if someone sells Anthropic stock without board approval, it will be deemed an invalid transaction. The so-called buyer will not be recognized as a shareholder of Anthropic and will not enjoy any shareholder rights.”

Shortly after Anthropic updated its statement, OpenAI also followed up with an announcement stating: “All equity is subject to transfer restrictions. No shares may be transferred, directly or indirectly, without the company's written consent. Any unauthorized sale is not only without authorization but also invalid.”

In the announcements from Anthropic and OpenAI, both parties explained that the company's preferred stock and common stock are subject to transfer restrictions stipulated in the charter, and therefore all stock transfers require board consent.

Anthropic also emphasized, the company does not allow "special purpose companies" (SPV) to acquire shares of Anthropic, and any transfer of shares to an SPV violates the company's transfer restrictions. Some investment funds may claim to offer indirect investment channels for Anthropic stock, but these funds are likely attempting to circumvent transfer restrictions. Therefore, any third party claiming to sell Anthropic stock to the public - whether through direct sale, forward contracts, stock tokens, or other mechanisms - may be suspected of fraud, or due to Anthropic's transfer restrictions, offer investments that are completely worthless.

• Odaily Note: The image shows the unauthorized equity transfer platforms named by Anthropic.

What is SPV?

To understand why this update has such a huge 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, not only due to restrictions imposed by company charters but also involving complex legal procedures. In this context, SPVs have emerged.

SPV is a legal entity set up for a specific transaction or investment purpose, which can be understood as a “shell company specifically for holding a particular asset.” Multiple investors can hold shares or assets of a company indirectly by investing in the same SPV, achieving goals such as concentrated holdings, lowering entry barriers, and optimizing legal and tax structures. SPVs are particularly common in popular pre-IPO stock trading. Since many star companies are often reluctant to directly admit large numbers of small shareholders, institutions typically first set up an SPV, which then collectively invests in the target company.

For example, the so-called "early participation in the share subscription of Anthropic or OpenAI" essentially means investors first invest in an SPV, and then this SPV uniformly acquires the unlisted equity of Anthropic.

Currently, most of the pre-IPO stock token platforms (such as Prestock) adopt an SPV structure.

• The platform or its partners register an SPV in a certain jurisdiction, and the sole task of this SPV is to buy the original shares of Anthropic from secondary markets (usually from employees or early investors);
• Subsequently, the platform issues derivative tokens (such as ANTHROPIC or OPENAI) on-chain, which are legally defined as "claims to the economic benefits of the SPV";
• Theoretically, each token is pegged 1:1 to the original shares, meaning that for every token issued, the offline SPV should hold corresponding shares of stock.

But the current issue is, Anthropic and OpenAI have now clearly stated "they do not recognize unauthorized stock transfers." This means that if an SPV transfers shares without board approval (which is basically impossible), the shares held by this SPV may be considered invalid in the eyes of Anthropic and OpenAI - if the shares held by the SPV are invalid, then the "economic benefits" indicated by the on-chain tokens will also lose their value.

SPV's "nesting doll" risk

One major reason why Anthropic and OpenAI are so resistant to SPVs is that as their pre-IPO stock tokens continue to be hyped (at one point, Anthropic's pre-IPO valuation soared to $14 trillion, far exceeding the previous financing valuation), the risks of SPVs being over-financialized have begun to emerge.

Among these, the most concerning is the "nesting doll" issue of SPVs - many investors purchasing pre-IPO stock tokens believe they are buying company shares, but in fact they are merely claims to the economic benefits of a certain SPV, even more exaggerated is that many SPVs do not directly hold original shares of Anthropic, but have set up two or three layers of SPVs underneath.

This "nesting doll" structure is actually very dangerous.

• Legal transparency issues: With each additional layer, the authenticity of the underlying assets becomes more obscure. Investors find it difficult to confirm whether the bottom-layer SPV has actually obtained the board's approval for the transfer.
• Management fee exploitation: Each layer of SPV charges management fees, performance fees, and dividends, and after peeling away layers, the actual returns for investors are severely diluted.
• Risk of total loss: As long as the equity transfer of a certain layer is deemed "invalid" by Anthropic, the entire value chain will collapse instantly.

For both reputation and investor protection considerations, Anthropic and OpenAI are clearly unwilling to see this situation.

Pre-IPO stock tokens plummet, while contracts remain relatively stable

Once Anthropic and OpenAI's announcements fermented, the market immediately responded.

On PreStocks, ANTHROPIC sharply plummeted, dropping to below $1000 at one point. As of 12:00, it reported $1082, a single-day drop of 20.62%; OPENAI reported $1440, a single-day drop of 26.82%.

The panic among investors is easy to understand; since Anthropic and OPENAI have clearly stated they do not recognize unauthorized holdings, the "rights" behind these tokens have a chance of becoming "worthless paper," and holders may face significant risks of proving ownership and legal litigation costs.

Interestingly, while pre-IPO stock tokens are under pressure, another type of pre-IPO trading product performs relatively stable — the pre-IPO contracts that rely entirely on bilateral betting in the market. This situation occurs because such products do not hold any real shares; thus, the restrictions from Anthropic and OPENAI do not affect them. They are merely "two-sided bets" on future IPO prices, relying on the price competition of both buyers and sellers.

Future Direction Prediction

In response to the statements of "not recognizing" from Anthropic and OpenAI, two completely different voices have emerged in the industry.

Some believe the logic of pre-IPO coin stock trading is dead. If even top giants like Anthropic and OpenAI take the lead in shutting down SPVs, other giants may quickly follow suit. In the face of shaking share support, whether the so-called pre-IPO stock tokens still hold value is questionable.

However, another group of people, including Rivet founder Nick Abouzeid, believes that this is not worth being overly alarmed; trading pre-IPO stock tokens through unofficial channels has always been a gamble — buyers should have been aware from day one that "the company does not recognize" — you lack the opportunity for direct investment, and acquiring that opportunity through other means always carries certain risks.

In conclusion, amidst the continuous expansion of the premium of pre-IPO stock tokens and the increasingly fervent market sentiment, the statements from Anthropic and OpenAI undoubtedly poured cold water on the entire sector.

In recent months, more and more investors have begun to see pre-IPO stock tokens as a channel for "low-threshold participation in the growth of top AI companies." The valuations of some AI concept pre-IPO stock tokens have significantly detached from reality, even witnessing frenzied speculation far exceeding previous financing valuations. Against this backdrop, the public "market correction" by Anthropic and OpenAI is to some extent also redefining the boundaries of this rapidly 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 "de-bubbling" moment.

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