What's the point of a "confidential S-1"?? Isn't the S-1 supposed to inform potential investors?!? So ... shouldn't it _not_ be confidential??

> What's the point of a "confidential S-1"?

“Under the JOBS Act, it has been possible since April 2012 for ‘emerging growth companies’ to file a Form S-1 on a confidential basis, only making the contents public 21 days prior to the road show for the IPO” [1]. Since 2017 and 2025 it’s been available to basically all companies [2].

Withdrawing an IPO looks bad. Confidential filing lets issuers start and have the option to abort the process without taking reputational damage. (The specifics of OpenAI’s filing, and any back and forth with the SEC, remains confidential.)

[1] https://en.wikipedia.org/wiki/Form_S-1

[2] https://www.sec.gov/about/divisions-offices/division-corpora...

Note the word "Draft".

Once it no longer is being drafted—and agreed upon by all parties to meet the needed regulatory standards—it will become final and be publicly published.

The SEC needs to review it before approving a company to go public at all. It’s targeted at investors but they need to clear it, ask questions, demand changes, etc.

Anthropic did exactly the same thing on June 1st: https://www.anthropic.com/news/confidential-draft-s1-sec

Also according to the Financial Times that this confidential filling gives employees who are considering to sell shares transparency.