SpaceX's stock market debut anticipates a stock market explosion... and OpenAI and Anthropic heat up the trading floor

Initial summary

For OpenAI or Anthropic to go public on U.S. markets, they would have to undergo the same basic itinerary as any other company planning an initial public offering (IPO) in the U.S.: corporate restructuring if necessary, preparation of audited financial statements, filing a registration statement (Form S-1) with the SEC, review and comment phase with the SEC, placement and pricing process with underwriting banks, and compliance with the listing rules of the chosen exchange (NYSE or Nasdaq). On top of this general framework, enhanced scrutiny would be added regarding governance, technological risks, data usage, and competition, especially due to their status as leading artificial intelligence companies. This is not a political procedure in the strict sense, but a financial and capital markets regulatory circuit, mainly supervised by the SEC and stock market regulators.

1. Corporate status and governance structure

In the specific case of OpenAI, which combines a nonprofit foundation with a capped-profit for-profit entity controlled by a very unique board, the first step for going public would be to review whether its structure fits the requirements of the U.S. securities market. To list, the issuing entity must be a clearly identified capital company (usually a Delaware corporation) with defined economic and political rights for shareholders. If there are hybrid vehicles, atypical control agreements, or profit limits (such as the profit cap), legal advisors should decide whether to maintain, reformulate, or simplify them to be compatible with transparency requirements and what institutional investors normally accept in an IPO.

Anthropic, incorporated as a for-profit company from its inception, would likely have a more conventional path, although it should also review shareholder agreements, special rights of large tech investors, or governance clauses that may conflict with exchange rules or market expectations (for example, multi-vote share structures).

2. Preparation of financial and risk information

The technical core prior to going public is the preparation of audited financial statements for several fiscal years (usually three years, except for exceptions for emerging growth companies). These statements must be prepared according to U.S. Generally Accepted Accounting Principles (US GAAP) and audited by a firm registered with the PCAOB. Additionally, the company must prepare a very detailed document about its business, revenue model, cost structure, contractual dependencies, ongoing litigation, and outlook.

In high technological risk sectors such as advanced AI, the "risk factors" section gains special relevance. OpenAI and Anthropic should detail, among others, risks associated with:

• Potential liability for damages caused by AI systems.
• Emerging regulations (for example, future U.S. laws inspired by frameworks like the European AI Regulation).
• Use of data to train models and possible intellectual property or privacy litigation.
• Dependence on large cloud computing providers and advanced chips.
• Concentration of key talent and risk of researcher attrition.

3. Registration with the SEC: Form S-1

The essential formal procedure to list on a U.S. market is filing a registration statement with the Securities and Exchange Commission (SEC), usually via Form S-1. This document acts as a prospectus and must include:

• Detailed information about the company, its history, and business model.
• Audited financial statements and management's discussion and analysis (MD&A) of results.
• Specific risk factors, as well as information on corporate governance and executive compensation.
• Description of the offering: number of shares, structure of the operation, possible secondary sale of existing shares, etc.

After filing, the SEC opens a review phase. During this, technical staff issues written comments (comment letters) requesting clarifications, expansions, or reformulations in the document. The company and its advisors respond, adjust the S-1, and may submit amended versions until the SEC considers the information complete and allows the statement to become effective. Only then can the offering be launched to the market.

4. Exchange requirements (NYSE or Nasdaq)

Parallel to the SEC process, OpenAI or Anthropic should apply for listing on a specific exchange, likely NYSE or Nasdaq. Each sets requirements for:

• Minimum estimated market capitalization and number of shareholders.
• Percentage of free float (shares held by the public) after the IPO.
• Independence of the board of directors and existence of audit and compensation committees composed of independent directors.
• Compliance with corporate governance codes and periodic information disclosure (quarterly and annual).

In AI companies with strong influence from founders or large tech partners, the exchange will especially review board composition, preferred voting structures, and any mechanism that excessively limits minority shareholders' rights.

5. Placement, roadshow, and pricing

Alongside formal procedures, investment banks acting as global coordinators carry out the placement process. This includes preparing a preliminary prospectus (red herring), a series of presentations to institutional investors (roadshow), and receiving indicative purchase orders. Based on this, along with market conditions and comparable valuations, the offering price and final size of the operation are negotiated.

Once the price is set and shares allocated, effective admission to trading occurs and secondary market trading begins. From that moment, OpenAI or Anthropic would be subject to ongoing disclosure obligations of U.S. issuers: 10-K reports (annual), 10-Q (quarterly), 8-K (material events), and compliance with market abuse and corporate governance rules.

6. Political and regulatory background dimension

Although the IPO process is technical and financial, in advanced AI companies there is a political contextual dimension. Public and legislative debate in the U.S. and Europe about AI regulation, systemic risks, and concentration of technological power will indirectly influence how the SEC and investors assess these companies' risks. However, there is no – as of today – specific "political permission" for OpenAI or Anthropic to list: they are governed by the same capital market rules as any other tech company, with especially intense scrutiny on transparency, governance, and risk management.

Key functions of the SEC in tech IPOs

The U.S. Securities and Exchange Commission (SEC) is the central supervisor of initial public offerings (IPOs) in the country, including those of tech companies. Its competencies focus on ensuring that investor information is truthful and complete, that the placement process complies with securities market rules, and that market abuses or fraud do not occur. In the specific case of tech companies, the SEC pays special attention to business model risks, intellectual property, cybersecurity, corporate governance, and the use of non-traditional metrics. Although my specialty is the Spanish political and regulatory context, the SEC is the global benchmark and its functioning also influences regulatory debates in the EU and Spain.

1. Registration and review of the prospectus

Every IPO in the United States must be registered with the SEC through a registration form (such as the S-1) that includes the prospectus intended for investors. The SEC's main function is to review this documentation to verify that:

a) Full disclosure of risks and business: The SEC requires the tech company to describe in detail its business model, revenue sources, dependence on certain technologies, cloud providers, platforms (e.g., app stores), and any regulatory risks (data protection, competition, online content, AI, etc.). It must also disclose ongoing litigation, intellectual property risks, and possible cybersecurity vulnerabilities.

b) Financial information and alternative metrics: In the tech sector, it is common to use non-GAAP metrics (active users, ARPU, gross bookings, etc.). The SEC supervises that these metrics are presented non-misleadingly, reconciled with traditional accounting figures, and clearly explained to avoid overestimating growth prospects.

c) Corporate governance and control structure: Many tech companies use dual or multiple voting share structures that concentrate control in founders. The SEC requires detailing this structure, its effects on decision-making power, and risks for minority shareholders, so investors can assess voting imbalances before subscribing to the IPO.

2. Supervision of the placement process and market information

Beyond the prospectus, the SEC regulates what the company and underwriting banks can say during the IPO process. In particular:

a) Control of "gun-jumping" and publicity: Public communication before the effective authorization of the prospectus is limited and controlled to avoid artificially "heating" the market with advertising messages disguised as information. This is especially relevant in tech companies with strong media presence and social media.

b) Coordination with markets and exchanges: The SEC, together with markets (such as Nasdaq or NYSE) and FINRA, supervises that book-building practices, share allocation, and price stabilization in the first days of trading comply with transparency rules and do not unjustly discriminate against certain investors.

c) Protection of retail investors: In highly publicized tech IPOs, the SEC ensures that key information also reaches retail investors, not only institutional investors, and that opaque or selective channels are not used to disclose relevant data (e.g., private meetings without subsequent public disclosure of the same material information).

3. Prevention of fraud and market abuses

The SEC has broad investigative and sanctioning powers in cases of securities fraud. In the context of tech IPOs:

a) False or misleading information: If the company, its executives, or underwriting banks omit relevant information or present false or seriously incomplete data (e.g., inflating active users, hiding data security failures, or overestimating future revenues), the SEC can initiate investigations, impose fines, require information correction, and even pursue criminal liability in coordination with other authorities.

b) Insider trading practices: The SEC monitors that employees, executives, venture capital investors, and advisors do not use privileged information to trade before and after the IPO. This is especially sensitive in tech companies with many prior rounds and sophisticated shareholders.

c) Market manipulation and social media communications: In companies with high media exposure, the SEC can act against coordinated price manipulation practices, including disinformation campaigns or unjustified "hype" on social media if linked to persons with economic interest and market deception.

4. Ongoing supervision after going public

The SEC's competencies do not end on the IPO day. Once listed, the tech company is subject to ongoing periodic disclosure obligations (quarterly and annual), immediate communication of material events, and maintenance of adequate internal controls. The SEC reviews subsequent reports, monitors significant changes (acquisitions, regulatory changes, security incidents), and can require clarifications or corrections if inconsistencies with IPO promises are detected. This ongoing supervision is key to assessing whether growth and monetization promises made during the IPO phase materialize or, conversely, hide risks that should be disclosed more explicitly.

Brief answer

There is no single European regulation that explicitly uses the term "technological sovereignty" in artificial intelligence, but there is a regulatory block that, as a whole, seeks to reduce the EU's dependence on foreign actors in the digital and AI fields. The central pillar is the Artificial Intelligence Regulation (AI Act), which establishes market access conditions for AI providers, many of them non-EU. It is complemented by the Data Act, the Data Governance Act, the Digital Services Act (DSA), the Digital Markets Act (DMA), and rules on cloud and cybersecurity, which strengthen European control over strategic infrastructures and data. Additionally, the European Commission promotes a political agenda of "open strategic autonomy" that guides these rules toward reducing critical technological dependencies.

1. AI Act: regulatory axis of AI and its autonomy dimension

The Artificial Intelligence Regulation (AI Act) is the first broad and horizontal AI regulation in the EU. Although mainly conceived as a regulation of risks and fundamental rights, it has a clear effect on technological sovereignty by setting market access conditions for any provider, European or not. By requiring transparency, risk management, data quality, and human oversight for "high-risk" systems, as well as reinforced obligations for foundational models and general-purpose AI systems, the EU establishes a "standard-rule" that conditions the design and deployment of technologies developed by large foreign actors.

This "normative power" logic means that, to operate in Europe, large global AI providers must adapt their systems to European regulations or risk sanctions and exclusions. From a sovereignty perspective, this seeks to avoid "blind" dependence on opaque imported solutions, strengthen European authorities' supervisory capacity, and open competitive space for European developers and providers already aligned with the EU standard.

2. Data and governance: Data Act and Data Governance Act

The Data Act and the Data Governance Act are key because the capacity to develop own AI depends on access to large volumes of data. These rules promote secure sharing of industrial and public data and, at the same time, impose safeguards against improper transfers or access from jurisdictions outside the EU.

In terms of technological dependence, these instruments:
– Facilitate that European companies and administrations have more control over their own data, necessary to train AI models without relying exclusively on foreign platforms.
– Introduce trust mechanisms and requirements for data intermediaries and "data altruism organizations," preventing sensitive data from being conditioned by third-country regulatory frameworks.

3. Platforms, digital markets, and services: DMA and DSA

The Digital Markets Act (DMA) and the Digital Services Act (DSA) especially impact the position of large platforms, mostly non-European, on which many AI services rely. The DMA imposes obligations on "gatekeepers" (large platforms with control over markets and users) to reduce closing practices and dependence, opening the door for European actors to compete in intermediate layers (services on platforms, interoperability, data access). The DSA, meanwhile, establishes a framework of responsibility and transparency for platforms and algorithm-based recommendation systems, limiting foreign actors' power over information and digital flows in the EU.

4. Infrastructure, cloud, and cybersecurity

Technological sovereignty in AI is not only software but also infrastructure. The European strategy is completed with various rules and programs that, without focusing exclusively on AI, are relevant to dependence on external cloud, chip, or critical service providers:

– Cybersecurity rules (such as the NIS2 framework and ENISA's role) that condition contracting and operation of critical digital services, including those supporting AI solutions.
– Initiatives on cloud computing and European sectoral data spaces (health, mobility, energy), seeking that strategic data and computing capabilities do not remain entirely in the hands of non-EU providers.
– Investment programs (such as those related to microelectronics and semiconductors) that, although not strictly "AI regulation," are part of the effort to reduce dependence on non-European supply chains.

5. Political framework: "open strategic autonomy"

This entire regulatory framework is framed within the notion of "open strategic autonomy", a concept used by European institutions to describe the aspiration to be less dependent on critical technologies without closing the economy or renouncing global trade. In AI, this translates into setting own standards (AI Act), ensuring control over data and platforms (Data Act, DGA, DMA, DSA), and strengthening infrastructures and industrial capabilities in Europe.

As of today, therefore, "technological sovereignty" and "dependence in AI regarding foreign actors" are addressed transversally through this set of regulations and strategies, rather than through a single law with that name. For a finer analysis in the Spanish context, the debate on technological sovereignty connects with how the central government and autonomous communities apply these European frameworks in their digitalization and AI strategies.