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Pre-IPO · Secondaries Series 2026

Cometum
OpenAI Bond
Invest before the IPO.

Structured secondary-market access to OpenAI — the world's most valuable private company and the pioneer of the generative AI era. Exclusively for professional investors.

German SecurityISIN DE000A4AVXM3 · WKN A4AVXMMin. €5,000From 15.06.2026

The bonds offered are an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out.

USD 1.36T
Entry valuation cap (non-binding)*
9.4 shares
Attributed per €10,000 (indicative, at the cap)
€1,000
Denomination per bond
3 + 2 years
Term plus extension option

* Pre-IPO markets move fast, and exact prices are confirmed only at the time of the trade. That's why every order includes a protective buffer – so your execution stays smooth and reliable even when the market shifts. In practice, we usually execute at around the current secondary market valuation, well below the cap. The cap is your ceiling, not your price: by placing an order, you consent to execution at any level up to it.

Company Overview

The world's most valuable private company

OpenAI's flagship ChatGPT — launched November 2022 — is the fastest-growing consumer application in history, serving 700+ million weekly consumer users. Together with the OpenAI API platform, GPT-5, the o-series reasoning models, and Codex for coding, its models power the largest enterprise AI deployments across Microsoft (Copilot, Azure), Apple (Apple Intelligence), Broadcom, IBM, HP, and thousands of Fortune 500 organizations. Approximately 40% of revenue now comes from enterprise, with parity to consumer targeted by year-end 2026.

OpenAI generates approximately USD 2 billion in revenue per month (USD 24+ billion run-rate as of Q1 2026, up from USD 13.1 billion in 2025) — growing four times faster than Alphabet and Meta did at comparable stages. The company benefits from a compute moat unmatched at scale: Microsoft's USD 100+ billion Azure commitment (through 2032), Amazon's USD 50 billion investment tied to AWS deployment, NVIDIA's USD 30 billion investment and preferred GPU allocation, plus the Broadcom "Jalapeño" custom AI chip announced June 2026.

Following the March 2026 conversion to OpenAI Group PBC and Sam Altman's announcement of "the third phase of OpenAI" — enterprise focus, coding assistants (Codex), and disciplined cost management — OpenAI confidentially filed for an IPO with the SEC on May 22, 2026 (Goldman Sachs, Morgan Stanley leading), with a potential Q4 2026 debut.

IPO filed · May 22, 2026USD 24B+ revenue run-rate700M+ weekly users
HeadquartersSan Francisco, California, USA
Founded / Employees2015 / ~6,000 employees
IndustryArtificial Intelligence – Frontier Large Language Models & Enterprise AI Infrastructure
Core ProductsChatGPT, GPT-5 Model Family, o-series (reasoning models), Codex, OpenAI API Platform, Custom GPTs, Agentic Commerce Protocol
LeadershipSam Altman (Co-Founder & CEO), Greg Brockman (Co-Founder & President), Sarah Friar (CFO)
Selected InvestorsSoftBank, Microsoft, Thrive Capital, Sequoia, Fidelity, Tiger Global, Andreessen Horowitz, D.E. Shaw, Founders Fund, Khosla Ventures, Coatue, T. Rowe Price, MGX, ARK Invest
Key Customers & PartnersMicrosoft, Apple, Amazon, Broadcom, IBM, HP, Stripe
Valuation Development

From $14B to $852B —
and an indicative cap on the entry valuation

OpenAI's last primary financing valued the company at USD 852 billion (March 2026), while the October 2025 employee tender indicated around USD 500 billion on the secondary market. The dashed line marks Cometum's indicative entry valuation cap.

$10T$1T$100B$10B$1BCometum cap · USD 1.36T (indicative)~$14B~$29B$157B$300B$852B~$500BMicrosoft · 2019Microsoft · 2023Series · Oct 2024SoftBank · Feb 2025Record Round · Mar 2026

Solid line = primary funding rounds (post-money). Open point = secondary tender. Source: Cometum analysis based on public data and market research (CNBC, Reuters, WSJ, TechCrunch, Bloomberg, Forge Global, Sacra). All valuation figures are indicative. Actual transaction values may vary and do not necessarily reflect Cometum's entry price. Dashed line = Cometum entry valuation cap (non-binding, indicative).

Bond Structure

How your investment participates economically in OpenAI's
value development — via a subordinated bond, without acquiring any shares.

Step 1
Investors
Step 2
Cometum's SPV
Step 3
External SPVs
Underlying
Economic participation via bond (no share ownership)
1

Investors purchase the Cometum Bond — a German security with €1,000 denomination and €5,000 minimum subscription.

2

Cometum's SPV participates in one or more special purpose vehicles.

3

These special purpose vehicles are directly or indirectly holding the shares of OpenAI.

Assessment

Opportunities & Risks

Opportunities

  • Largest potential IPO in history: confidentially filed May 22, 2026 with Goldman Sachs and Morgan Stanley; Q4 2026 or 2027 target.
  • Hyper-scaling revenue: USD 13.1B (2025) → USD 24B run-rate (Q1 2026) — growing 4x faster than Alphabet/Meta at comparable stages.
  • Enterprise inflection: 40% enterprise share targeted for parity with consumer by year-end 2026; Codex competing directly with Anthropic Claude Code.
  • Tri-hyperscaler compute moat: Microsoft USD 100B+ Azure, Amazon USD 50B AWS, NVIDIA USD 30B GPU allocation, Broadcom "Jalapeño" custom chip (June 2026) — multi-vendor redundancy.
  • Category-defining brand: ChatGPT is the fastest-growing consumer application in history (700M+ weekly active users) — brand advantage no competitor can replicate.
  • Institutional cap-table depth: record-broad investor base including SoftBank, Microsoft, NVIDIA, Amazon, a16z, Thrive, D.E. Shaw, ARK — plus USD 3 billion from individual investors via bank channels for the first time.
  • Ecosystem partnerships: Apple (Apple Intelligence), Broadcom, IBM, HP, Stripe (Agentic Commerce Protocol) — deepening embedded AI positioning.
  • Musk lawsuit resolved: May 18, 2026 dismissal removes major litigation overhang ahead of IPO.

Risks

  • Qualified subordination & pre-insolvency enforcement bar: All claims under the bonds are subject to a qualified subordination (see Sec. 2.2 and 2.3 of the Terms & Conditions). Payments of interest and principal are excluded not only in insolvency proceedings, but already outside insolvency for as long as and to the extent that such payment would cause the Issuer's over-indebtedness or inability to pay. Payments may therefore be delayed, reduced or lost entirely, up to a total loss of the invested capital.
  • Anthropic overtake: Anthropic reached USD 965 billion valuation in June 2026, surpassing OpenAI; enterprise API growth reportedly faster than OpenAI.
  • Frontier-model commoditization: Bridgewater's Greg Jensen (April 2026) called this "the biggest unpriced risk in the round"; open-source (Meta Llama, DeepSeek) closing the quality gap.
  • Not yet profitable: despite USD 24 billion revenue run-rate, OpenAI is not profitable and continues heavy compute investment.
  • USD 1 trillion compute plan risk: compute commitments require sustained access to capital markets; interest-rate or AI-market shifts could materially impact execution.
  • Corporate structure complexity: capped-profit + public benefit corporation structure creates governance ambiguity for public-market investors.
  • Talent poaching: Anthropic, xAI, Google DeepMind, Meta, Bezos-backed Prometheus offering USD 100M+ packages to OpenAI researchers.
  • Microsoft concentration risk: Microsoft owns ~27% of OpenAI and controls Azure exclusivity through 2032 — largest single dilution factor for new investors.
  • IPO timing risk: May 2026 SEC filing suggests Q4 2026 or 2027 IPO; delayed listing extends holding period for secondary investors.
  • Regulatory scrutiny: ongoing global AI regulation (EU AI Act, U.S. AI Safety rules); Musk lawsuit dismissed May 2026 but reputational overhang.
  • Structural & FX risk: indirect exposure via structured bond; USD currency risk; total loss possible.
The Cometum Bond at a Glance

Clear terms. Clear exit strategies
via IPO or the secondary market.

Bond

Subordinated bearer bond providing structured participation in the value development of OpenAI — issued as a German security.

Cometum Fees
5.5%Entry Fee
5.0%Participation Fee

Cometum fees of 10.5 % are included in the nominal amount. Of each EUR 1,000 subscribed, EUR 895 is the investment amount that participates in OpenAI at the indicative entry valuation cap; distribution partner costs of up to 10 % are reflected in the cap. No ongoing fees are charged by Cometum. Additional costs may apply at the level of the underlying investment vehicles.

IssuerCometum Direct Invest GmbH & Co. KG
ISIN / WKNDE000A4AVXM3 / A4AVXM
Entry valuation cap (non-binding)USD 1.36T (indicative)
Shares attributed per €1,0000.94 shares (indicative, at the cap)
Type of InvestmentBond
Issuance VolumeUp to €50m with possible extension
Term3 years, plus extension option of up to 2 years
CouponVariable, payable at maturity
Bond StatusSubordinated, unsecured
Denomination€1,000
Minimum Subscription€5,000
Offer PeriodFrom 15.06.2026
Attributed Shares

How many OpenAI shares
your investment represents

Choose a ticket size. Calculated at the indicative entry valuation cap.

Nominal amountEUR 10,000
− Cometum fees 10.5 %− EUR 1,050
= Investment amountEUR 8,950 · USD 10,382
÷ Indicative strike per share at capUSD 1,099.69
OpenAI shares economically attributed (indicative)
9.4
at the non-binding entry valuation cap of USD 1.36T
Indicative EUR/USD reference rate
1 EUR ≈ 1.16 USD (September 2026)

Economic participation via the bond, not legal ownership of shares. Indicative — actual entry valuation, exchange rate and number of attributed shares may differ; only the offering documents are decisive.

Offering Documents

The documents decisive for
the assessment of the bond

For professional clients as defined by MiFID II only. Only the information provided in the issuer's offering documents is decisive for the assessment of the bond.

Terms and Conditions

The binding terms and conditions of the Cometum OpenAI Bond (ISIN DE000A4AVXM3).

Status: June 2026
Download PDF

Information for the Consumer

Statutory consumer information pursuant to Art. 246b EGBGB.

Status: June 2026
Download PDF

Risk Warnings

The specific risks associated with the bonds of Cometum Direct Invest GmbH & Co. KG.

Status: June 2026
Download PDF
Management Team

Capital markets expertise,
built for private markets

CEO & Founder

Sascha Miller

Lawyer specialized in banking and capital markets law. Previously Ashurst LLP and CACEIS Bank.

sascha.miller@cometum.com
CIO & Founder

Uwe Passmann

Specialist in Wealth Management & B2B Sales. Previously Scalable Capital and Reimann Investors.

uwe.passmann@cometum.com

Request access to the OpenAI Bond

Available exclusively to professional clients as defined by MiFID II. Contact our team to receive the offering documents, terms and conditions, and the full risk notice.

Only the information provided in the issuer's offering documents is decisive for the assessment of the bond.
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Risk Notice

Operator. This website is operated by Cometum Direct Invest GmbH & Co. KG (the Issuer). All contents of this website are contents of the Issuer and are the sole responsibility of the Issuer.

This product is intended exclusively for professional clients as defined by MiFID II. Buyers of a bond assume a significant risk, which can lead to the complete loss of the invested capital. The information provided here is non-binding promotional material and, in its nature and form, expressly does not constitute financial or any other investment advice. The information mentioned in no way replaces investment advice tailored to the investor's circumstances. The issuer expressly points out the following facts: Only the information provided in the issuer's offering documents (Cometum Direct Invest GmbH & Co. KG), i.e., the terms and conditions of the bond and the risk notice, are decisive for the assessment of the bond. None of the information constitutes an invitation to submit an offer to purchase, nor is it an offer to subscribe to or buy the issuer's bond. Cometum is not a bank, but solely an issuer and product provider for exclusive private markets products. This investment does not involve the direct acquisition of OpenAI shares by the investor, but rather a structured participation that allows participation in the value development of OpenAI. The information regarding the current valuation of OpenAI serves informational purposes only. The valuation at which structured participation in OpenAI takes place may differ from the current market valuation. The cap represents the indicative, non-binding valuation at which the structured participation is intended to be entered. The company operates in a highly competitive market environment characterized by regulatory developments and geopolitical uncertainties. The strategic focus is on technology-oriented clients who require innovative solutions and high adaptability. Cometum participates directly or indirectly through one or more investments in special purpose vehicles, which in turn are directly involved with OpenAI. The OpenAI bond is therefore an entrepreneurial investment with risks. In principle, a total loss of the invested capital cannot be ruled out. The shares of OpenAI Inc. are quoted in the foreign currency US Dollar ("USD"). Therefore, in addition to customary market price fluctuations, they are also subject to exchange rate risk. Changes in the exchange rate between the euro and the USD can affect the performance and the euro-denominated return of the investment both positively and negatively. An appreciation of the euro against the USD may lead to losses, even if the price of OpenAI shares in their home currency, USD, has risen. Additional fees may apply at underlying participation levels (management fees, performance fees, exit fees, fees in connection with an IPO). The exact number of OpenAI shares outstanding is not necessarily publicly known or fixed at the time of investment. OpenAI may issue additional shares — for example in connection with its IPO, the financing of an acquisition, further financing rounds, or employee participation programmes. Such issuances dilute existing holders: the total number of shares increases, and the proportion of the company attributable to each existing share decreases accordingly. As a result, the valuation at which the structured participation was entered may, in retrospect, prove higher relative to the effective per-share basis and may change to the investor's disadvantage. In particular, the total valuation of the company may increase while the value attributable to an individual share — and therefore to the investor's participation — does not increase to the same extent, or may even decline. The headline valuation figures stated in this material are therefore not a reliable indicator of the value development of the investor's participation, which depends on the per-share value at the relevant point in time. This presentation does not constitute an offer. It is a non-binding invitation to professional clients to express interest (no offer). It is for informational purposes only.

Access Restriction

Professional Clients Only

The information on this website is directed exclusively at professional clients within the meaning of Annex II of Directive 2014/65/EU (MiFID II). It is not directed at retail clients. Please confirm your classification.

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