Anthropic officially made its S-1 registration statement public on October 26, seeking to list on Nasdaq under the ticker symbol ANT. The filing contains 87 exhibits, but the most critical details—the number of shares to be offered, the offering price, and the target valuation—remain blank.
The Wall Street Journal, citing people familiar with the matter, reported that Anthropic plans to go public during the week of November 16 and could raise $100 billion or more, targeting a valuation of about $1.5 trillion to $2 trillion. These figures have not yet been included in the registration statement. The company expects to update the offering documents in about two weeks, based on investor feedback.
The formal IPO prospectus contains plenty of details that have not been fully reported before.
First, the impact of new models on revenue. Anthropic disclosed that more than 80% of its revenue in the third quarter of this year came from models released in the preceding six months. This means that even models released just a few months earlier can quickly lose their revenue contribution. Anthropic also acknowledged that some past model training runs failed or produced results below expectations, meaning the computing resources invested did not yield commensurate returns. Some models were also delayed or had their availability restricted for safety reasons, but the filing did not disclose any new, specific models or timelines for such delays.
Reliance on major customers is easing. In the first quarter of this year, the top five customers accounted for about 36% of revenue; by the third quarter, that figure had fallen to about 21%. At the same time, revenue from each of those five customers reached a record high. As of the end of September, Anthropic had more than 11,900 customers that had each contributed at least $100,000 in revenue over the past year. More than 1,900 had contributed at least $1 million, and about 250 had contributed sums in the tens of millions of dollars.
There is also now a complete picture of operating cash flow for the first time. In the first half of this year, Anthropic generated $3.929 billion in net cash from operating activities, compared with a net outflow of $1.513 billion in the same period last year. Although the company still has a large net loss on its books, its actual operating cash flow has turned positive. The company cautioned that changes in the timing of supplier payments and customer collections also affected this result, so it should not be taken as evidence of sustained profitability.
The specific terms of its computing-capacity financing are even more striking. A financing arrangement related to Broadcom allows Anthropic to issue up to $42 billion in convertible notes in the future, at an annual interest rate of 9%. Interest does not have to be paid in cash right away; instead, it is added to the principal. The funds may only be used for specified computing capacity and infrastructure leases. As of the end of June, none of the facility had been drawn. Google and Amazon have separately offered additional debt or equity financing arrangements of up to $20 billion and $15 billion, respectively, although actual drawdowns are subject to specific conditions.
The post-IPO rules for selling shares are also unusual. The founders and certain major shareholders who own more than 0.5% are generally subject to a lock-up period of up to 365 days, while most other shareholders face a 180-day lock-up. However, the company has designed a phased early-release mechanism that could allow some shares to be sold before the lock-up period ends. The specific number of shares that may be sold has been left blank.
Anthropic previously stated that its seven founders had pledged to donate 80% of their personal shareholdings to charitable causes. The prospectus adds that these pledges are voluntary, revocable, and do not constitute legally binding obligations. Moreover, even if the founders donate their personal shares, they will not lose the 50.1% of shareholder voting power they control through a special share structure.
Employees will receive a special class of Class E shares. They will receive one share for every six months of service, with additional shares available for participating in the equity donation program. These shares carry no economic rights and can only be voted on certain board appointment and removal matters and governance issues. The founders’ special voting rights are also subject to a termination condition: if the number of eligible founding members falls below three for 90 consecutive days, a 450-day transition period will begin, after which the relevant special shares will be canceled.
Anthropic also disclosed that in May of this year it signed an agreement to invest $325 million in a newly formed entity that helps mid-sized businesses adopt AI. The company also explicitly stated that it has never paid a cash dividend since its founding and does not expect to pay dividends in the foreseeable future. Future profits will instead be retained in the company to support continued expansion.
