Expected price of $70 to $78 per share, 825 million shares offered
Anthropic announced on Nov. 10 (the night of the same day Japan time) that it has begun a roadshow, in which it visits institutional investors to pitch its shares, ahead of a listing on the Nasdaq market. It is offering 825 million Class A shares, of which the company is issuing 801,351,354 new shares and existing shareholders are selling 23,648,646 shares. The company will not receive proceeds from the shares sold by existing shareholders. The expected offering price is $70.00 to $78.00 per share, and the underwriters are expected to be given a 30-day option to buy up to 123.75 million additional shares.
When the company made its registration statement (S-1) public on Oct. 26, it said the number of shares to be offered and the price range had not yet been determined. The release of the registration statement and the structure of the listing were covered in a previous article. This announcement is the first time the number of shares and the price range have been officially given. The ticker symbol is "ANT," and the company has applied to list on the Nasdaq Global Select Market. The prospectus is available from Goldman Sachs and Morgan Stanley, it said.
7 companies including Google and NVIDIA to buy $26 billion separately
According to the amended registration statement (S-1/A Amendment No. 2) filed with the SEC on the same day, Nov. 10, seven companies — Google, NVIDIA, AMD, Broadcom, Micron, Microsoft and TSMC Partners — will buy a total of $26 billion of non-voting Class N shares at the same price as the offering immediately after the offering closes. The seven companies will each buy independently, conditional on the closing of the offering and certain other conditions. The company will receive all of the proceeds of this private placement, and no underwriting fees apply.
The registration statement gave each company's amount and number of shares assuming $74.00 per share, the midpoint of the price range. Google and NVIDIA will each buy about $10 billion (135,135,135 shares), AMD about $2.5 billion, Broadcom, Micron and Microsoft about $1 billion each, and TSMC Partners about $500 million. These shares are not covered by the registration for this offering, and the buyers will not enter lock-up agreements with the underwriters, but the shares will be treated as restricted securities.
Net proceeds of about $84.6 billion at the midpoint, for computing resources and hiring
According to the amended registration statement, net proceeds from the Class A shares the company is selling and the privately placed Class N shares combined are expected to be about $84.6 billion at $74.00 per share. If the underwriters exercise their option in full, the figure would be about $93.7 billion. Underwriting fees apply only to the Class A shares sold in this offering.
The proceeds will be used for general corporate purposes such as working capital, operating expenses and capital expenditures, including investments in computing resources and infrastructure and hiring and retaining talent. Some may be used to acquire or invest in businesses, products or technologies, but the company said it has no agreements for material acquisitions at present. A portion will also go toward tax withholding payments related to the settlement of restricted stock units (RSUs).
After the offering and private placement, there will be 7,427,991,791 Class A shares and 5,658,680,800 Class N shares outstanding. The total across all classes will be 13,086,672,593 shares (13,210,422,593 if the option is exercised in full). There is also one Class F share and one Class T share. The structure in which the Class F share holds 50.1% of the votes at shareholder meetings is described in the same way in the amended registration statement.
Registration statement not yet effective
According to the official announcement, the registration statement has been filed with the SEC but has not yet become effective. Until it becomes effective, shares may not be sold and offers to buy may not be accepted, and the announcement itself is not an offer to sell, the company said. Neither the official announcement nor the amended registration statement states the listing date or the company's valuation.
The registration statement was filed on Oct. 26, followed by the first amendment on Nov. 2 and the second on Nov. 10. The cover of the second amended registration statement reads "Subject to Completion."
- Files registration statement (S-1); number of shares and price range undeterminedOfficial
- Files first amended registration statement (S-1/A)Official
- Second amended registration statement gives number of shares and price rangeOfficial
- Announces start of roadshowOfficial





