These were among the options explored by OpenAI’s founders as they weighed the best structure to enable the company to raise enough capital to take on Google while retaining its non-profit mission.

Ultimately, OpenAI’s executives were not persuaded by Musk’s proposals. Zilis told Musk’s then-chief of staff Sam Teller in a February 2018 email: “They all think Elon is an incredible human being but that he really hasn’t done his homework AI/AGI and that really concerns them about working with him.”

Musk left OpenAI’s board in early 2018, and OpenAI went on to restructure as a for-profit entity with a charitable arm.

The world’s richest man is suing the company in a case that could alter the fate of OpenAI, which has grown to be an $852 billion behemoth with aspirations for a public listing as early as this year.

Musk claims Altman, Brockman, and OpenAI unjustly enriched themselves by converting the start-up into a for-profit company.

William Savitt, OpenAI’s lead attorney in the case, said he believed Zilis’ testimony showed Musk was “prepared to do the for-profit, provided he would get control.”

Speaking after Wednesday’s court hearing, Savitt said Musk sought to control governance and “fold OpenAI into Tesla… when neither option was available to him he picked up his marbles and went home.”

Brockman, OpenAI’s president, on Tuesday told the jury in Oakland that Musk was seeking “unilateral control over AGI,” which he and other founders could not accept.

Zilis, a technology expert who has also worked as an executive at Tesla and Musk’s brain-implant company Neuralink, told the court on Wednesday that her “allegiance [is] to the best outcome of AI for humanity.”

She and Musk first had a romantic relationship roughly a decade ago and decided to have children via IVF in 2020. “I… really wanted to be a mum. [Musk] was encouraging everyone around him to have children… he said if that was ever interesting he’d be able to make a donation,” she said.

In 2020, two years after the pair had fought over the direction of OpenAI, Altman texted Zilis to ask advice on approaching Musk. She was encouraging, but warned him: “the only thing I wonder is if he’ll pull the ‘you should have gone with Tesla’ card on you.”

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