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Why I'm Wary of OpenAI's Circular Financing Web

OpenAI's expanding financial ties to SB Energy -- as tenant, investor and warrant holder -- raise questions about how much of AI infrastructure's 'market price' is actually set by related parties.

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Trace Cohen
Early-stage VC & angel · Founder, New York Venture Partners
September 1, 2026
2 min read
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The VC Read · Trace's Take

Trace Cohen

SB Energy's own risk factors read like an admission, not a disclosure formality -- when your S-1 says 'substantially dependent' on one customer who is also your equity holder, that's the whole investment case in two words. I'd want to see the IPO price relative to the $5-7B target before believing the market treats OpenAI's warrants as validation rather than related-party noise.

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I don't think SB Energy's IPO filing is really about SB Energy. Buried in its own risk factors is the sentence that matters most this week: the company is "substantially dependent" on OpenAI as both its largest tenant and one of its equity holders, per CNBC. OpenAI has put $500 million directly into SB Energy, signed 17 leases across roughly 8 gigawatts of Ohio capacity, and holds warrants now valued at $5.5 billion that get more valuable the better SB Energy's IPO prices, Dealroom reported. That's not a customer relationship. That's OpenAI marking up its own supply chain right before that supply chain goes public.

I keep seeing this same structure repeat across AI infrastructure deals this year, just with different counterparties. Anthropic's new $35 billion Lambda deal has Nvidia holding the lease on the data center it's also supplying chips to. SB Energy's version runs through equity warrants instead of a physical lease, but the mechanism is the same: the AI lab whose future revenue is supposed to justify the infrastructure spend is also, simultaneously, an investor whose own returns depend on that infrastructure company's valuation holding up.

“OpenAI's infrastructure needs are real and growing, and SB Energy's 8 gigawatts of Ohio capacity will presumably get used.”

None of this means the underlying compute demand is fake. OpenAI's infrastructure needs are real and growing, and SB Energy's 8 gigawatts of Ohio capacity will presumably get used. What it means is that the capital flows describing this buildout are increasingly self-referential -- a small number of AI labs and their infrastructure counterparties are marking each other up in a closed loop, and outside investors evaluating any single deal in isolation are missing how much of the "market price" they're seeing was actually set by related parties rather than arm's-length buyers and sellers.

Room for disagreement: the strongest counter to my read is that vertical integration between a customer and its critical suppliers is completely normal in capital-intensive industries -- airlines take stakes in aircraft lessors, oil majors invest in pipeline operators, and nobody calls that circular financing, they call it securing supply. It's possible AI infrastructure is simply following the same playbook every capital-intensive industry eventually adopts, and the "circular" framing says more about how unfamiliar this pattern still looks in a software-shaped venture industry than about any real problem with the underlying deals.

What I'd actually watch is whether SB Energy's IPO prices at a discount to its targeted $5-7 billion range -- that would be the market's own verdict on how much it trusts a single-customer dependency this concentrated, regardless of how large the warrants attached to that customer happen to be.

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OpenAISB Energy Files IPO, Warns It's Tied to OpenAIOpenAIOpenAI's Ad Business Hits $1B Run Rate in 200 DaysOpenAIIcon Raises $30M From Founders Fund for AI Ad ContentOpenAIAI Labs Are Now Cutting Off Their Own PortfolioOpenAITariffs Just Entered Every AI Infrastructure Deal

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