What this means

Form D is the SEC's registration form for securities offerings claiming the Regulation D safe-harbor exemption from full registration. When a US private company raises capital from accredited investors, the standard mechanism is a Reg D 506(b) or 506(c) offering, which requires a Form D notice filing within fifteen days of the first sale. The form discloses the offering amount, the amount sold to date, whether the offering is equity or debt, and a handful of other structured fields.

Form D filings are how the financial press, analysts, and tools like this site reconstruct the funding history of private companies that never publish their own balance sheet. For most late-stage US privates the trail is reasonably clean. SpaceX has filed sixteen Form Ds totaling $7.75B disclosed. Stripe has filed fourteen totaling $8.86B. Databricks has filed eighteen totaling $20.5B.

OpenAI and Anthropic — two companies that have collectively raised more than $50 billion at private valuations of $300-500 billion and $200-250 billion respectively — have filed zero direct Form Ds between them. We confirmed this by querying EDGAR's structured submissions API (data.sec.gov/submissions/CIK<CIK>.json) for the operating entity CIK candidates for each company and finding no Form D filings on file.

The third-party SPV ecosystem

The capital is still moving. It's just moving through third-party vehicles each of which files its own Form D under its own legal entity. We catalogued the visible ones by full-text searching EDGAR for filings containing the strings "OpenAI" and "Anthropic" in their structured metadata.

The SPVs fall into five visible categories:

1. Company-affiliated venture arms. OpenAI Startup Fund (and its six numbered SPVs) for OpenAI. Anthropic Capital Fund for Anthropic. These are the closest analog to a primary issuance in the dataset — capital that the company itself raised and then redirects into other startups, with the company as the GP.
2. Marketplace secondary series. Hiive Anthropic Series I through VII for Anthropic. These are series-LLCs operated by the Hiive secondary-marketplace where accredited investors purchase existing employee or early-investor shares. Each Hiive series is its own Form D filer.
3. Tender funds. KCA OpenAI Tender, OpenAI Tender Fund I Sep 2025. These structures aggregate investor capital for the explicit purpose of participating in a company-sponsored tender offer — the mechanism OpenAI and other late-stage privates have increasingly used to provide liquidity to employees and early investors without going public.
4. Wealth manager / VC SPVs. MAV Alternate Investments, Augurey Ventures I/II/III (with their A and B series), Aestas Management, Eagle VP Fund 2, Iron Pine GoldenArc, and many more. Each is a discrete vehicle organized by a wealth manager or sub-scale VC to give their accredited clients exposure to a specific named company.
5. Series LLC SPVs (CGF2021 LLC ecosystem). The most populous category by far. CGF2021 LLC is a Delaware series-LLC structure that has filed Form Ds under dozens of named series — "OpenAI Jan 2024 a Series of CGF2021 LLC", "LV-DP-OpenAI May 2024 a Series of CGF2021 LLC", "Starbridge OpenAI 1 Jul 2025 a Series of CGF2021 LLC", and so on. This single parent structure accounts for roughly half of all OpenAI-named Form D filings on EDGAR.

OpenAI SPV catalog (40 entries)

Anthropic SPV catalog (51 entries)

Implications for tracking capital flow

For analysts, journalists, and serious investors trying to track how capital actually flows into OpenAI and Anthropic, this structural finding has four direct consequences.

1. Standard Form D parsing misses everything. Tools that look up a company by CIK and pull its Form D history — including our own pipeline for SpaceX, Stripe, Databricks, Discord, Notion, and most of the other companies on this site — return literally nothing for OpenAI Inc. or Anthropic PBC. The companies have CIKs in SEC's system, but no Form D filings under those CIKs.

2. The SPV catalog is the visible footprint. If you want to track capital actually moving into these two companies via EDGAR-visible mechanisms, you have to track the SPVs — all 91+ of them — not the companies. That's an entirely different tracking infrastructure than the per-company Form D parser most analysts use.

3. Many filings under-disclose. SPVs typically report only their own pooled offering amount in totalOfferingAmount — they don't break down which fraction is going into the underlying company versus fees or reserves. Naively summingtotalAmountSold across all OpenAI-named SPVs would substantially overcount the actual capital reaching OpenAI because many SPVs are themselves secondary buyers paying existing shareholders rather than primary issuers.

4. The press cap-raise numbers come from somewhere else. When headlines report "OpenAI raises $40B at $300B valuation", those numbers don't reconcile against EDGAR filings — they reconcile against company press releases and unnamed-source leaks to the financial press. The SEC paper trail simply doesn't carry that information for these two companies. This is unusual: SpaceX's press-reported raises do reconcile (roughly) against its Form Ds. OpenAI's and Anthropic's don't reconcile against any direct filing because there isn't one.

Why do they do this?

We don't know definitively. Possibilities, none of which we can confirm without inside knowledge:

• Reg D 506(c) without notice filing. A company can in some cases rely on Section 4(a)(2) or Rule 506(c) general solicitation provisions without filing a Form D, especially if offerings are tightly held. The Form D notice is required for safe harbor but its absence doesn't automatically invalidate the exemption.
• Direct private placements with sophisticated investors. Microsoft's investment in OpenAI, Google's and Amazon's in Anthropic — these are sized and structured outside the SPV ecosystem. They may be private contractual transactions that don't require Form D disclosure under the relevant exemptions.
• Offshore or non-US legal structures. Filing entities incorporated outside the US in jurisdictions with different disclosure regimes can route around US Form D entirely.
• Capped-profit / non-profit board structure. Both companies use unusual governance structures (capped-profit LP under non-profit board for OpenAI; Public Benefit Corporation for Anthropic) that may legitimately fall outside the standard corporate Form D filing pattern.

The simplest read is that retail investors and analysts relying on standard SEC tooling have a meaningfully blurred view of capital flows into the two highest-profile AI companies — and the only retail-accessible entry point is via the third-party SPV ecosystem catalogued above.

Methodology

We performed paginated full-text searches against EDGAR's structured search API (efts.sec.gov/LATEST/search-index) with q="OpenAI" and q="Anthropic" filtered to forms=D. We deduplicated by CIK and categorised each unique entity by inspecting its legal name.

We separately confirmed no direct filings exist under the operating entity CIKs for OpenAI Inc. (any candidate CIK that resolves to the San Francisco capped-profit entity) or Anthropic PBC by hitting the submissions JSON for each candidate. None return Form D filings; some return no filings at all.

Every CIK in the catalog tables above is linked to EDGAR's standard browse-edgar URL where the full filing history of that entity is one click away. This is a working catalog — readers finding additional SPVs we've missed can email contact@spcxion.com with the CIK and we'll add them.

Citation & reuse

This dataset and analysis are freely reusable. If you cite the headline finding (zero direct filings) or any subset of the catalog, a backlink to spcxion.com/research/openai-anthropic-spvs is appreciated. Every claim is independently verifiable via the EDGAR links in the catalog tables.

Last updated 2026-05-29. Part of the EDGAR Ledger research artifact series — see also the SpaceX, Databricks, and Stripe reconstructions, and the broader pre-IPO companies tracker.