OpenAI introduced Thursday it reached a nonbinding settlement with Microsoft, its largest investor, on a revised partnership that might enable the startup to transform its for-profit arm right into a public profit company (PBC).

The transition, ought to or not it’s cleared by state regulators, may enable OpenAI to boost extra capital from buyers and, ultimately, turn out to be a public firm.

In a blog post, OpenAI board chairman Bret Taylor stated beneath the nonbinding settlement with Microsoft, OpenAI’s nonprofit would live on and retain management over the startup’s operations. OpenAI’s nonprofit would get hold of a stake within the firm’s PBC, price upward of $100 billion, Taylor stated. Additional phrases of the deal weren’t disclosed.

“Microsoft and OpenAI have signed a nonbinding memorandum of understanding (MOU) for the subsequent part of our partnership,” the businesses stated in a joint statement. MOUs are usually not legally binding however goal to doc every social gathering’s expectations and intent.

“We’re actively working to finalize contractual phrases in a definitive settlement,” the joint assertion added.

The event appears to mark an finish to months of negotiations between OpenAI and Microsoft over the ChatGPT maker’s transition plans. In contrast to most startups, OpenAI is managed by a nonprofit board. The weird construction allowed for OpenAI board members to fire CEO Sam Altman in 2023. Altman was reinstated days later, and most of the board members resigned. Nevertheless, the identical governance construction stays in place at present.

Beneath their present deal, Microsoft is meant to get most popular entry to OpenAI’s expertise and be the startup’s main supplier of cloud providers. Nevertheless, ChatGPT is a a lot bigger enterprise than when Microsoft first invested within the startup again in 2019, and OpenAI has reportedly sought to loosen the cloud supplier’s management as a part of these negotiations.

Within the final yr, OpenAI has struck a collection of offers that might enable it to be much less depending on Microsoft. OpenAI lately signed a contract to spend $300 billion with cloud supplier Oracle over a five-year interval beginning in 2027, in response to the Wall Road Journal. OpenAI has additionally partnered with the Japanese conglomerate SoftBank on its Stargate data center project.

Taylor says OpenAI and Microsoft will “proceed to work with the California and Delaware attorneys basic” on the transition plan, implying the deal nonetheless wants a stamp of approval from regulators earlier than it could take impact.

Representatives for California and Delaware attorneys basic didn’t instantly reply to TechCrunch’s request for remark.

Tensions between OpenAI and Microsoft over these negotiations reportedly reached a boiling level in current months. The Wall Street Journal reported Microsoft wished management of expertise owned by Windsurf, the AI coding startup that OpenAI had planned to acquire earlier this yr, whereas OpenAI fought to maintain the startup’s IP impartial. Nevertheless, the deal fell via, and Windsurf’s founders have been hired by Google, and the remainder of its workers was acquired by one other startup, Cognition.

In Elon Musk’s lawsuit in opposition to OpenAI — which at its core accuses Sam Altman, Greg Brockman, and the corporate of abandoning its nonprofit mission — the startup’s for-profit transition can also be a serious flash level. Attorneys representing Musk within the lawsuit have tried to surface information associated to Microsoft and OpenAI’s negotiations over the transition.

Musk additionally submitted an unsolicited $97 billion takeover bid for OpenAI earlier this yr, which the startup’s board promptly rejected. Nevertheless, authorized consultants famous on the time that Musk’s bid could have raised the price of OpenAI’s nonprofit stake.

Notably, the nonprofit’s stake in OpenAI PBC, beneath this settlement, is bigger than what Musk supplied.

In current months, nonprofits corresponding to Encode and The Midas Undertaking have taken situation with OpenAI’s for-profit transition, arguing that it threatens the startup’s mission to develop AGI that advantages humanity. OpenAI has responded by sending subpoenas to some of these groups, claiming the nonprofits are funded by its rivals — specifically, Musk and Meta CEO Mark Zuckerberg. Encode and The Midas Undertaking deny the claims.