SB Energy will submit its initial public offering prospectus on Monday. The company disclosed that OpenAI is not only a key customer but also deeply involved in the company's business through stock options, software purchases, and governance arrangements. This document shows that AI's infrastructure construction is bringing data center developers and model companies closer together.
OpenAI is both a tenant and an investor.
SB Energy is currently building the first two data center campuses in Texas, one of which will be allocated to OpenAI, and the other will be used by SoftBank. SoftBank currently holds more than half of the shares in SB Energy. The company also plans to build a large-scale data center project in southern Ohio and stated that OpenAI and NVIDIA will participate in providing support.
The prospectus shows that SB Energy granted options to OpenAI in early 2026. At that time, OpenAI invested in the company while also signing a contract to become a data center tenant. The related rights and interests will be realized in batches in conjunction with the IPO process and subsequent valuation stages.
Equity option valuation rises to $5.5 billion
The documents show that the value of this batch of stock options was approximately $3.6 billion at the time of issuance. As of June 30, their valuation had risen to around $5.5 billion.
SB Energy also revealed that if OpenAI holds at least 5% of the company's shares, they can nominate a director to the board of directors. This means that OpenAI may not only serve as a customer and investor but also obtain an official seat at the corporate governance level.
- Initial valuation of the option: approximately $3.6 billion
- As of June 30, the valuation is approximately $5.5 billion.
- Director nomination threshold: At least a 5% stake in shares is required.
There are also long-term procurement and intellectual property arrangements between the two parties.
The prospectus also shows that SB Energy commits to purchasing at least $50 million worth of OpenAI services by 2028, which includes ChatGPT Enterprise. The agreement between the two parties also grants OpenAI some additional rights and benefits, including those related to intellectual property.
In the section on risk factors, the company reminds that OpenAI serves as a core tenant, occupying an important portion of the signed lease capacity. If there are adverse changes in OpenAI's financial condition, competitive position, or willingness to perform its obligations, it may have a substantial impact on SB Energy's business.
Company warns of risks of conflicts of interest and dependencies
SB Energy states in the document that the company has a relatively high dependence on OpenAI. If there are fluctuations in their relationship, it may affect financing arrangements, project development flexibility, liquidity, and the value of common shares.
The company also pointed out that such a relationship may also lead to conflicts of interest. Since OpenAI is both an important investor and a major tenant, the board of directors may face more complex decisions when fulfilling its leasing obligations, and the interests of OpenAI as a tenant may not be consistent with their interests as a warrant holder.
Additional information:SB Energy plans to build a project in southern Ohio with a designed capacity of 8 gigawatts. According to reports, if this project is realized, it will rank among the largest data center complexes in the world and will primarily serve OpenAI.
