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OpenAI and Anthropic are tightening their grip over investors by clamping down on a type of investment vehicle that has proliferated amid frothy private markets.

A large chunk of the companies’ investment to date has come from special purpose vehicles, which differ from traditional venture capital funds that often invest across dozens of start-ups. Instead, SPVs are used by VCs and others to marshal capital from their backers, known as limited partners, to invest into a single company.

SPVs have created new risks for start-ups, expanding their list of investors in unpredictable and opaque ways. Those concerns have led OpenAI and Anthropic to limit their use in funding rounds, according to multiple people familiar with the matter.

OpenAI, which recently closed an $8.3bn fundraise, is restricting the ability for investors to transfer shares, according to a senior employee at the firm. It has also pursued legal action against groups trying to trade equity via an SPV without consent.

Amid a “feeding frenzy” from investors trying to participate in Anthropic’s new $5bn funding round, chief financial officer Krishna Rao told the company’s backers they could be cut off for using unauthorised SPVs, according to a person with knowledge of the matter.

There are also concerns over fraudulent imitations of SPVs. One investor said they were contacted by an individual posing as a childhood friend of OpenAI’s chief Sam Altman, offering access to the company’s latest funding round. The investor declined after confirming no such deal existed, but said others were drawn in by the scheme.

“If you were a criminal, this is the space where you could trick people,” said one person with knowledge of SPVs. “You want to be ultra careful and only do first layer deals where you can talk to the managers or the company direct.”

The vehicles can enable VCs to raise more and give their own backers access to hot deals. Many have previously been raised with the blessing of AI groups.

Josh Kushner’s Thrive Capital has used SPVs to augment its own commitment of well over $1bn to OpenAI. Silicon Valley-based Menlo Ventures raised a $500mn SPV for Anthropic and Greylock Partners raised a smaller vehicle for Inflection. A host of SPVs have been set up to invest into Elon Musk’s SpaceX.

OpenAI and Anthropic have not issued a blanket ban on the vehicles, but are insisting on full transparency on who is participating and are limiting the ability of their backers to sell shares on, according to the people with knowledge of their approach.

The companies are particularly concerned about losing visibility over their investors and circulating sensitive information to anonymous backers, they added.

Their intervention comes as the unprecedented scale and speed of fundraising for top AI companies has triggered a proliferation of SPVs.

“These rounds are so monstrous that a lot of fund managers don’t have enough capacity in their main funds to take all the offered opportunity,” said Shane Goudey, who leads the venture funds practice at law firm Sidley Austin.

“Investors see the potential home run, but they can’t afford to take the risk alone. SPVs offer wonderful opportunities for venture fund managers to introduce their best LPs to the best deals, often at a reduced price.”

A clamour to gain shares in leading AI companies has spawned new layers of SPVs, in which investors sell on their access to a subset of investors, who can then repeat the process. SPVs have also been raised by individuals leveraging personal connections to gain access to funding rounds, which they then sell on for a fee.

The market is “more Wild West than it used to be”, according to Sarah Guo, founder of venture firm Conviction. “Now you have people who aren’t core venture investors speaking for a bit of a company. People are aggregating these deals and selling them on for fees.”

OpenAI and Anthropic are on high alert given the intense scrutiny from the US government on foreign investment into the US. Both also have contracts with the US government that require them to declare their ultimate beneficial owners.

They are in a strong position to dictate terms: both companies have received more demand from investors than they could satisfy.

“As soon as a company has leverage, they’re going to push back,” said the person with knowledge of SPVs.

OpenAI and Anthropic declined to comment.

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