March 23 (Reuters) - OpenAI said its close ties with

Microsoft ( MSFT ) could be a potential risk to its business,

telling investors that the software company is responsible for

"a substantial portion of our financing and compute," CNBC

reported on Monday.

* OpenAI included sections titled "Risks Related to the

Transaction" and "Risks Related to our Business", the report

said, citing a financial document that resembles an IPO

prospectus, which OpenAI shared with prospective investors tied

to its recent record financing round.

* The company is working with banking partners to secure an

additional $10 billion in commitments from a broader pool of

investors, the report said, adding that the round is on track to

close by the end of March.

* "If Microsoft modifies or terminates its commercial

partnership with us, or if we are unable to successfully

diversify our business partners, our business, prospects,

operating results, and financial condition could be adversely

affected," OpenAI said in the document viewed by CNBC.

* "Microsoft ( MSFT ) is and will remain a critical long-term

partner", an OpenAI spokesperson said in an emailed statement to

Reuters, adding that the disclosure was a standard legal risk

factor and not related to any potential IPO prospectus.

* Microsoft ( MSFT ) declined to comment.

* OpenAI is laying the groundwork for an initial public

offering that could value the company at up to $1 trillion with

an expected listing as soon as the second half of 2026, Reuters

reported last year, citing three people familiar with the

matter.

* Microsoft ( MSFT ) was one of OpenAI's earliest investors,

injecting $1 billion in 2019 and $10 billion at the beginning of

2023. In September, the two signed a non-binding deal under new

relationship terms, paving the way for OpenAI to sign deals with

SoftBank, Nvidia ( NVDA ), and Amazon ( AMZN ).