U.S. Anthropic announced on November 10 (local time) that it had begun a roadshow for institutional investors ahead of its initial public offering (IPO). On the same day, it filed an amended registration statement (Form S-1/A) with the U.S. Securities and Exchange Commission (SEC), revealing the number of shares being offered and the expected price range (indicative terms), which had not previously been disclosed.
Cover of the prospectus dated November 10
The offering consists of 825 million shares of Class A common stock. Of these, 813,513,354 shares will be newly issued by the company, while the remaining 23,648,646 shares will be sold by existing shareholders. Proceeds from shares sold by existing shareholders will not go to the company. The indicative price range is $70 to $78 per share, with total proceeds of approximately $64.4 billion if the offering is priced at the upper end. The offering is also expected to include a 30-day option allowing the underwriters to purchase up to an additional 12.375 million shares. As previously announced, the shares will be listed on the Nasdaq Global Select Market under the ticker symbol “ANT.” Goldman Sachs and Morgan Stanley will serve as lead underwriters.
Sample certificate of Class A common stock attached to the registration statement
According to the prospectus, seven strategic partners will simultaneously purchase a combined $26 billion of non-voting Class N shares at the IPO price through a private placement. Based on the $74 midpoint of the indicative price range, Google and NVIDIA will each invest approximately $10 billion, AMD approximately $2.5 billion, Broadcom, Micron Technology, and Microsoft approximately $1 billion each, and TSMC Partners under Taiwan-based TSMC approximately $500 million. The company estimates combined net proceeds from the IPO and private placement at approximately $84.6 billion at the midpoint, or approximately $93.7 billion if the additional share purchase option is exercised in full. The proceeds will be used for computing resources and infrastructure, talent acquisition, corporate acquisitions, and other purposes. Some directors and their affiliated entities have also indicated their intention to purchase up to $330 million of Class A shares at the IPO price.
The company has not disclosed its market capitalization at the time of listing, but CNBC and other outlets reported that it could reach a maximum of approximately $1.4 trillion on a fully diluted basis. This exceeds the $965 billion enterprise value assigned at its May fundraising, but falls short of the maximum of approximately $2 trillion reported by Bloomberg and Reuters.
The listing date has also not yet been announced. CNBC, citing people familiar with the matter, reported that pricing is scheduled for November 18, with trading to begin on November 19.
