SB Energy Tells the SEC It Needs OpenAI to Survive

A Power Company Files To Go Public

SB Energy filed a Form S-1 registration statement with the SEC on September 1, 2026, formally starting the process of listing on Nasdaq under the ticker SBE. The company, majority-owned by SoftBank and its founder Masayoshi Son, builds the power infrastructure and data-center campuses that AI companies lease to run their models, and it is targeting a raise of $5 billion to $7 billion, roughly EUR 4.6 billion to EUR 6.4 billion at current exchange rates.

SB Energy is not yet a mature operating business by its own account. Its S-1 discloses a $3.2 billion loss for the first half of 2026 and a $439 billion contracted backlog, the value of leases and agreements signed but not yet delivered, spread across data-center campuses including a 10-gigawatt site in Ohio and buildings in Milam County, Texas. That gap, a backlog measured in the hundreds of billions next to a business still losing billions, is why the risk-factor section of the filing deserves close attention.

The Warrants Inside The Prospectus

In January 2026, tied to what the filing calls the Foundation Agreement and a data-center lease at Milam County, Texas, SB Energy issued OpenAI warrants to buy 3,991,809 shares at $0.01 each. The warrants vest across eight separate tranches, unlocking in stages as SB Energy's own market capitalization crosses predetermined thresholds, so OpenAI's payout is tied directly to how well SB Energy's IPO and subsequent trading perform.

The S-1 values those warrants at $3.6 billion when they were issued in January 2026, rising to $5.5 billion by the end of June 2026, a $1.9 billion increase in five months driven entirely by SB Energy's own valuation climbing rather than by any additional grant. On top of the warrants, SB Energy separately committed to spending at least $50 million on OpenAI's own products and services, including ChatGPT Enterprise, by 2028.

The Numbers, Set Side By Side

Read individually, each figure in SB Energy's S-1 sounds like routine deal-making. Set next to each other, they describe a company whose single largest customer is also its single largest paper investor, with a $439 billion contracted backlog, roughly EUR 404 billion or GBP 347 billion, that runs to many multiples of both its current losses and its IPO target.

Nvidia's roughly $1.5 billion commitment to the IPO is its own thread in the same weave: the chip supplier that both SB Energy and OpenAI depend on is putting money into the offering meant to fund the power infrastructure their shared roadmap needs, a small circle of companies repeatedly financing each other's growth.

Substantially Dependent, In The Company's Own Words

SB Energy's own risk factors state that the company is "substantially dependent" on OpenAI as a tenant and strategic partner, and that any adverse change in OpenAI's financial condition or willingness to perform its lease and warrant obligations could materially hurt SB Energy's business. That is not an analyst's inference from public filings elsewhere; it is SB Energy's own lawyers, writing under legal liability, describing a single counterparty's health as a defined threat to the company going public.

The dependency runs in more than one direction. SB Energy currently has no operational data centers generating meaningful revenue, so its backlog is a bet that OpenAI's leases convert into paying occupancy on schedule. OpenAI, in turn, depends on Nvidia's chips to fill the buildings SB Energy is building, and Nvidia has committed roughly $1.5 billion into SB Energy's own IPO. Three companies, one supply chain, and a set of obligations that mostly runs in a circle.

What This Means For EU and UK Operators

The circular-financing worry around AI infrastructure has mostly lived as a vague concern among analysts, that the same handful of companies keep funding each other's growth. SB Energy's S-1 turns that concern into a specific, numbered, legally disclosed set of facts: a warrant position worth $5.5 billion, an eight-tranche vesting schedule tied to stock-price thresholds, and a $50 million minimum spend commitment, all filed under securities law rather than floated on an earnings call.

European and UK operators building their own AI-infrastructure relationships, co-location deals, power-purchase-agreement-backed data-centre buildouts, or sovereign-cloud projects, should treat this filing as a template for the question to put to their own counterparties, not only as a US market story. Most of those relationships sit with private companies that will never file a US S-1 and so will never be forced to put a number on how dependent they are on a single AI-lab customer. Asking for that number anyway, before signing a long-term lease or power contract, is the practical lesson SB Energy's prospectus offers an audience it was never written for.

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