Anthropic IPO: Amazon's Notes Valued at $97.9 Billion, Banks and Blackstone Line Up $63 Billion for Broadcom Hardware

Since Anthropic filed its S-1 with the SEC on Oct. 26 for a Nasdaq listing under the ticker "ANT," attention has moved from the losses to who gets paid when the stock lists. The answer is Amazon, by a wide margin.

Amazon's notes

Amazon holds convertible notes with $6.2 billion in principal outstanding as of June 30, according to the S-1. That is Anthropic's entire debt load. Amazon's own filings valued those notes at $97.9 billion as of that date.

The notes could convert into as many as 1.84 billion shares. A cap limits Amazon to 12% of Anthropic's "partially diluted" share count, which includes some shares not yet issued, such as stock options. Amazon can waive the cap. Notes that cannot convert stay outstanding and convert in later quarters under the same limit.

There is more. According to Amazon's quarterly report for the period ended June 30, it put $10 billion into nonvoting preferred stock in the second quarter, $5 billion in each of Anthropic's last two funding rounds. Add the $8 billion invested in notes from 2023 through 2025 and Amazon's total investment comes to about $18 billion.

Amazon also collects as a supplier. Anthropic has committed to spend at least $110 billion on AWS.

The accounting hit

The notes explain most of Anthropic's headline loss. The company posted a net loss of $80.7 billion for the first half of 2026. A $72.4 billion line, "change in fair value of convertible notes, derivative liabilities, and SAFEs," drove it. That charge is non-cash: no money left the company. As the notes' value rose with each funding round, so did the liability Anthropic had to record.

Revenue for the six months was $16.3 billion, up from about $1.1 billion a year earlier. Anthropic reported an operating loss of $693 million for the period.

Venture firms hold small slices

None of Menlo Ventures, Sequoia, Sound Ventures or Spark Capital owns 5%, the threshold for the S-1's principal stockholders table, according to the filing. The math is size. At the $965 billion private valuation, 1% is worth nearly $10 billion. Menlo's roughly $14 billion position, per Bloomberg figures, is about 1.5%.

The filing also shows an option for Google to buy up to $10 billion of Class N common stock at the IPO price. Reports on the S-1 put control with the founders. El Mundo reported that a single Class F share gives Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Chris Olah 50.1% of the votes after the IPO.

$63 billion in financing

A group of banks and Blackstone announced $63 billion in financing for Anthropic to buy Broadcom's computing hardware. AI-related stocks rallied for a second straight session Tuesday, Oct. 27, following Monday's gains tied in part to the S-1.

CNBC's Jim Cramer was not reassured. "People don't seem to grasp that [Anthropic] got the money in the Broadcom-arranged financing deal to purchase equipment from Broadcom," he said. He questioned whether the deal shows lender confidence when Anthropic is borrowing to buy the technology rather than paying from profits.

Cramer also flagged neocloud debt. CoreWeave's bonds have yielded as much as 15%, he said, and he named Nebius and Iren as other names to watch. CoreWeave shares rebounded almost 8% Tuesday.

"I don't think that's a reason to call all clear," Cramer said of the rally, advising investors to look at other sectors until financing pressures ease.

The other side is on Fox Business Radio, where RDS Wealth founder Dale Smothers argued the AI bubble is "far from popping" and discussed whether the S&P 500 can reach 8,000.

What the S-1 still leaves open

The prospectus sets no IPO valuation, share count or price range. The company has previously targeted up to $2 trillion, and was last valued at $965 billion in a spring funding round. Anthropic has not confirmed a listing date. Epoch Times reported a debut as soon as November, and El Mundo reported a roadshow in the second week of November with listing in the third, in a window from Nov. 16 to 20.

The offering is also planned to open to "non-qualified" investors in some euro zone states. That requires an additional explanatory prospectus once Germany's BaFin approves the placement document.

The near-term tests land this week. The Federal Reserve announces its rate decision this afternoon, Oct. 28, with Chairman Kevin Warsh's press conference to follow. Oil fell and the 10-year Treasury yield dropped below 5% Tuesday, which eased pressure on borrowers like the neoclouds. Alphabet, Microsoft and Amazon, all tied to Anthropic as investors and suppliers, report earnings this week.