Anthropic races toward mid-November IPO: ticker ANT, fundraising may exceed $100 billion

Beating AI News Flash: Anthropic officially publicly filed its S-1 prospectus on October 26, applying to list on Nasdaq under the ticker symbol ANT. The filing contains 87 documents, but the most critical details—number of shares offered, offering price, and target valuation—remain blank.

The Wall Street Journal, citing people familiar with the matter, reported that Anthropic plans to list in the week of November 16, potentially raising $100 billion or more, with a target valuation of approximately $1.5 trillion to $2 trillion. These figures have not yet been written into the prospectus. The company expects to update the offering documents in about two weeks based on investor feedback.

The official prospectus also contains many details that had not been fully reported previously.

First is the impact of new models on revenue. Anthropic disclosed that more than 80% of its revenue in the third quarter came from models released in the previous six months. This means that even models released just a few months earlier can rapidly lose revenue contribution. Anthropic also acknowledged that there have been cases in the past where model training failed or underperformed expectations, with the compute invested failing to generate corresponding returns. Some models were also delayed in release or had limited availability due to safety considerations, but the filing did not disclose new, specific delayed models or timelines.

Dependence on large customers is diminishing. In the first quarter of this year, the top five customers contributed about 36% of revenue, which had dropped to about 21% by the third quarter. During the same period, however, the revenue contributed by each of the five customers hit new highs. As of the end of September, Anthropic had more than 11,900 customers that contributed at least $100,000 in revenue over the past year, including more than 1,900 that contributed at least $1 million and about 250 at the $10 million level.

Operating cash flow also has a complete answer for the first time. In the first half of this year, Anthropic's net cash inflow from operating activities was $3.929 billion, compared with a net outflow of $1.513 billion in the same period last year. Although the books still show huge losses, actual operating cash flow has turned positive. The company cautioned that timing changes in supplier payments and customer collections also affected this result, and it cannot be concluded from this that the company has achieved sustained profitability.

The specific terms of the compute financing are even more striking. Anthropic's financing arrangement related to Broadcom allows it to issue up to $42 billion in convertible bonds in the future, with an annual interest rate of 9%, and interest does not need to be paid immediately in cash but is added to the debt principal. This money can only be used for specific compute and infrastructure leasing. As of the end of June, the relevant facility had not been drawn. Google and Amazon separately provide follow-on debt or equity financing arrangements of up to $30 billion and $20 billion, respectively, but actual drawdowns require meeting specific conditions.

The prospectus also confirmed that since the end of 2025, Anthropic's newly signed or modified compute, data center lease, and procurement contracts involve approximately $417 billion in future minimum payment obligations. Some long-term contracts extend up to 20 years.

The post-IPO share-selling rules are also unusual. Founders and certain major shareholders holding more than 0.5% will in principle face a lock-up period of up to 365 days, while most other shareholders will be subject to 180 days. However, the company has designed a phased early release mechanism under which some shares may be sold before the lock-up period ends. The specific number of shares that may be sold has been left blank.

Previously, Anthropic stated that seven founders had pledged to donate 80% of their personal shareholdings to philanthropy. The prospectus now adds clarification: these pledges are voluntary, revocable, and do not constitute legally binding obligations. Moreover, even if the founders donate their personal shareholdings, they will not lose the 50.1% shareholder voting power they hold through the special equity structure.

Employees will receive a special class of Class E stock. One share will be granted for every six months of service, and additional shares may be obtained by participating in the equity donation program. This class of stock carries no economic rights and can only vote on certain director appointments and governance matters. The founders' special voting rights also have termination conditions: when the number of eligible founder members falls below three for 90 consecutive days, a 450-day transition period will be triggered, after which the relevant special shares will be cancelled.

In addition, Anthropic disclosed that in May of this year it signed an agreement to invest $325 million in a newly established entity that helps mid-sized enterprises adopt AI. The company also explicitly stated that it has never paid cash dividends since its founding and does not expect to pay dividends in the foreseeable future, with future profits to be retained primarily for continued expansion.