Anthropic's amended S-1, filed November 10, puts an estimated price range of $70 to $78 on its planned IPO. The offering covers 825 million Class A shares, and seven strategic partners plan to buy a further $26 billion of stock in a separate private placement.

What the filing shows

The S-1/A, Amendment No. 2 appeared on EDGAR at 06:29 ET.

  • Shares: 825,000,000 Class A shares. Anthropic sells 801,351,354. Selling stockholders sell 23,648,646, and Anthropic gets no proceeds from those.
  • Price: an estimated $70.00 to $78.00 per share.
  • Offering size: $57.75 billion to $64.35 billion, so up to about $64.4 billion. That total includes the selling stockholders' shares. Anthropic's own shares come to about $56.1 billion to $62.5 billion at the ends of the range.
  • Option: underwriters may buy up to 123,750,000 more shares from Anthropic.
  • Listing: proposed symbol ANT, applied for on the Nasdaq Global Select Market. Goldman Sachs and Morgan Stanley are listed first among the underwriters.
  • Insider interest: certain directors and affiliates indicated non-binding interest in up to $303 million.

What it implies for valuation

The filing gives 13,086,672,593 shares of Class A, N, T, E and F stock outstanding after the offering and the private placement. At $70 to $78 that is about $916 billion to $1.02 trillion. This is our calculation from the filing, not a company figure, and it leaves out options, restricted stock units and other securities that are not outstanding shares.

CNBC reports a valuation of up to $1.405 trillion on a fully diluted basis, meaning counting shares that could exist if options and similar awards were exercised. We did not find that figure in the filing and could not confirm it, so we do not use it.

The private placement

Google, NVIDIA, Advanced Micro Devices, Broadcom, Micron Technology, Microsoft and TSMC Partners plan to buy $26.0 billion of non-voting Class N stock right after the offering closes. They would pay the IPO price, about 351.35 million shares at the $74 midpoint. It is subject to conditions, has no underwriting discount and is not registered in the offering. The filing calls the holders of Class N "primarily strategic business partners".

Anthropic estimates net proceeds from the shares it sells plus the placement at about $84.6 billion, or about $93.7 billion if the underwriters take their option in full.

What is not known

  • Anthropic has reportedly started its roadshow, per a Techmeme summary. We did not read the underlying report.
  • The final price and the offering date are not set. The cover says the filing is subject to completion. We state no trading date.
  • Reuters reported on November 10 up to $64.4 billion at $70 to $78 plus $26 billion from cornerstone investors, per a summary. We did not read that article; the numbers match the filing we read.
  • A November 9 report of banker emails gave other figures, and a second email called them inaccurate. We have not reconciled that earlier figure beyond noting it does not match this filing. See our earlier story.

What this means for you

This does not change Claude for users. It concerns how the company raises money. This is not investment advice, and we draw no conclusion about the offering.

Related: TSMC's board separately approved up to $500 million for Anthropic shares at the IPO price, per our TSMC story.

Earlier filing coverage: S-1 numbers and compute commitments.

What we checked

On November 10 we read the S-1/A cover, the offering table and the concurrent private placement section on EDGAR. We did not read the exhibits.