Anthropic Plans to Sell Up to $3.5 Billion of IPO Shares in Japan, Filing Shows

Since Anthropic filed its IPO paperwork in October, the outstanding questions have been how big the offering will be and who gets to buy in. A Japanese regulatory filing dated today, Nov. 2, answers part of the second one.

Anthropic will sell up to 552.9 billion yen, about $3.5 billion at 157.82 yen to the dollar, of shares to investors in Japan. The shares are part of the company's U.S. listing, not a separate deal.

Who is running the Japan tranche

Mizuho Securities will manage the Japanese portion. Goldman Sachs, Mitsubishi UFJ Morgan Stanley Securities and Morgan Stanley MUFG Securities are among the firms that will handle investor orders, according to the filing. Mizuho Financial Group and Mitsubishi UFJ Financial Group are among the underwriters of the overall deal.

The filing says proceeds from the new shares issued to Japanese investors will go toward working capital, operating expenses and capital expenditure.

The SpaceX comparison

At SpaceX's June IPO, the largest ever, investors in Japan secured $2.2 billion of the $75 billion raised. That was roughly 2.9% of the deal.

Anthropic's Japan ceiling is about 1.6 times that dollar figure. Because the filing does not state how much the whole IPO will raise, no one can yet say what share of the deal Japan represents.

The figure is also a ceiling. "Up to" is not an allocation, and the filing gives no share count or price.

What Anthropic's U.S. prospectus already said

The Japan slice was flagged in the S-1 that Anthropic filed with the SEC. According to the prospectus, the offering includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland and the United Kingdom.

The prospectus also says Anthropic does not intend to list its Class A common stock on any exchange in those jurisdictions. The company has applied to list on the Nasdaq Global Select Market under the symbol ANT.

If a foreign offering is dropped before completion, the prospectus says those shares are expected to be reallocated to the remaining offerings, including the U.S. The total size is not expected to change. So the Japan tranche is a slice of the global deal, not an addition to it.

A thin market for new listings

Japan is an unusual place to find a sizable allocation right now. First-time offerings there have dried up to a 14-year low, according to Bloomberg's reporting. That makes Japanese investors one of the few groups outside the U.S. with direct access to the offering, along with buyers in Australia, Canada and parts of Europe.

The filing does not state the size or valuation of the IPO. Reuters has reported that some investors have discussed a valuation of about $1.5 trillion. That is one investor-discussed figure, not a number Anthropic has put in a filing. A Fortune calculation published Nov. 1 used a $2 trillion valuation to estimate the holdings of the company's seven cofounders. The two figures are not the same, and neither is a priced valuation.

Competing for the same money

Anthropic is not the only AI-linked company going after capital. Meta Platforms is seeking to raise as much as $95 billion from common and preferred stock. Alphabet is aiming for up to $85 billion in equity financing.

That means Anthropic's offering will test investor appetite for a wave of new AI-related shares, according to Bloomberg. Japanese banks and brokers are now lined up to take orders for one piece of it.

What comes next

The next filings should show the share count and price range, which will fix the dollar scale of the whole deal. Until then, the $3.5 billion Japan ceiling is the only per-country number on the table.

Anthropic has also been dealing with an FTC request for executive testimony, as previously reported. Whether that affects the timing of the listing has not been stated by the company.