Anthropic Amended IPO Filing Names TSMC in $26 Billion Placement and Gives Class F Shares 50.1% of Votes

Since Anthropic opened its roadshow Tuesday, Nov. 10, with 825 million shares marketed at $70 to $78, the amended Form S-1 has filled in who is writing the $26 billion private-placement checks, how control of the company is split, and how fast revenue is growing.

The buyers in the $26 billion placement

The filing says seven companies agreed, "severally and not jointly," to buy $26.0 billion of Class N common stock at a price equal to the IPO price: AMD, Broadcom, Google, Micron, Microsoft, Nvidia and TSMC Partners, Ltd.

Google and Nvidia are committed to $10.0 billion each. AMD is in for $2.5 billion. By simple arithmetic, that leaves $3.5 billion combined for Broadcom, Micron, Microsoft and TSMC. The individual amounts for those four were not given in the material reviewed for this story.

Google's piece funds a portion of investment obligations it had already committed to under what the filing calls the Google 2026 NPA.

TSMC makes the advanced chips Anthropic's prospectus says it depends on. The prospectus also warns that most of those chips are made in Taiwan and could be vulnerable to supply chain disruptions. Crypto Briefing reported that TSMC has approved its investment.

The placement shares are non-voting Class N stock. The filing says they will not be registered for immediate public resale and fall under Rule 144 restrictions. Yahoo Finance reports the buyers will not face the standard six-month lockup that applies to insiders.

Proceeds and share count

Of the 825 million shares, Anthropic is selling 801,351,354 Class A shares. Existing stockholders are selling 23,648,646.

At the $74 midpoint, the company expects about $59.4 billion in net proceeds. That rises to about $68.4 billion if underwriters exercise their full option on another 123.75 million shares.

The filing puts shares outstanding after the offering and placement at 13,086,672,593 across all classes. At $74, that works out to roughly $968 billion. Fully diluted figures run higher. Renaissance Capital calculates $1.2 trillion at the midpoint, excluding $111 billion of convertible debt. Yahoo Finance puts the fully diluted range at $1.3 trillion to $1.45 trillion.

The company says the money is for general corporate purposes, chiefly compute and infrastructure, and for hiring and retaining staff. It says it has no material commitments for acquisitions. Board members and affiliates have indicated interest in $303 million of shares in the offering.

Who controls Anthropic

The public gets Class A stock. Control sits elsewhere. According to the filing, Class F shares hold 50.1% of total voting power.

A Long-Term Benefit Trust holds a single Class T share that lets it elect a majority of the board. The filing describes the structure as built to match Anthropic's status as a Delaware public benefit corporation.

Goldman Sachs and Morgan Stanley are the joint lead book-runners. J.P. Morgan, Citigroup, Barclays and Wells Fargo are also joint book-runners, alongside a larger group of banks.

Anthropic also says it plans to sell part of the deal to retail investors through Schwab, Fidelity, Robinhood, SoFi and E*TRADE. It did not disclose the size of that allocation. Bloomberg previously reported the company was considering 15% to 20% of the shares.

Revenue and the market backdrop

Anthropic said its run-rate revenue was about $81 billion as of Oct. 31, up $10 billion from Sept. 30. A run-rate is an annualized estimate of the current pace, not 12 months of booked revenue.

Booked revenue for the 12 months ended Sept. 30 was $35.3 billion, according to Renaissance Capital's reading of the filing. Revenue for the first nine months of the year was $33.2 billion, up 1,206%. More than 11,900 customers generated at least $100,000 in trailing-12-month revenue, including every Fortune 10 company.

The filing also lists an aggregate committed spend of $895.4 billion, which Anthropic says is primarily compute and infrastructure.

The pitch lands after a rough week for AI stocks. The selloff followed a Democratic congressional win and expectations that politicians promising tougher regulation of data centers will raise costs and limit buildout. Yahoo Finance reports that prospective buyers discussed trimming Anthropic's valuation to a range of $1.2 trillion to $1.3 trillion, well below some Wall Street estimates that reached $2 trillion in early October. Anthropic's last private valuation was $965 billion, set in its May funding round.

SpaceX offers a reference point. Its June IPO priced at $135 and closed Monday at $142, after a swing above $200 and down to $108 within its first 60 days, according to Renaissance Capital. Yahoo Finance puts SpaceX's market capitalization at $1.9 trillion.

What comes next

Anthropic plans to list on Nasdaq under the ticker ANT. Renaissance Capital expects it to price and begin trading the week of Nov. 16. Whether the final price lands inside the $70 to $78 range, given the valuation talk among buyers, is an open question that week will settle.