MTS

The AI grey market

Explaining SPVs.

Anthropic (May 11) and OpenAI (May 12) just declared every unauthorized secondary transfer void. Nine self-paced steps trace one share from a clean cap table, through the three-layer SPV stack, to the announcement that hollowed the whole structure out.

01/09

Startups know exactly who owns them.

By the time a venture-backed startup reaches the scale of OpenAI or Anthropic, its cap table is concentrated: a Delaware C-corp where a small number of named institutions (founders, a few venture capital firms, sometimes a strategic) hold the great majority of the company, with a generic option pool for everyone else. The whole compliance and governance stack assumes the company knows exactly who its shareholders are.

Cap table — as the company sees it

  1. Founders22%
  2. Employee pool18%
  3. Seed (Y Combinator + angels)6%
  4. Series A — Andreessen11%
  5. Series B — Sequoia14%
  6. Series C — Tiger9%
  7. Series D — Lightspeed12%
  8. Strategic — Big Tech Co.8%

8named holders · 100% board-approved