Published by Anthropic on November 10The second revised version of the prospectus, setting the initial public offering (IPO) price range at $70 to $78 per share, and expects to sell 825 million shares of Class A common stock, of which 801 million shares are new shares and approximately 23.65 million shares are sold by existing shareholders.Bitget and other platforms have opened for subscription, investors who want to draw lots, in addition to the price, there are several terms worth looking at first.

On the first day of listing, up to 316 million shares can be sold first

The prospectus states that directors, executives and almost all existing shareholders have signed a lock-up agreement for a total of approximately 15.5 billion Class A ordinary shares (including convertible parts), generally for a maximum of 180 days; for co-founders and shareholders holding more than 0.5% of the shares, a maximum of 365 days.

However, there is a provision for early release during the lock-in period. From the first trading day of listing, up to 316 million shares can be sold, including 10% of the locked shares held by non-founder directors, directors, current and former employees and consultants; before the end of the lock-up period, up to 3.3 billion more shares may be unlocked in advance, totaling about 3.6 billion shares.

Compared with the 825 million shares publicly issued in this IPO, 316 million shares were sold on the first day of listing, equivalent to about 38% of the issuance.

The lock-in period for general shareholders will end on the second full trading day after the release of the first quarter financial report in 2027, or the 180th day after listing, whichever is earlier; founders and major shareholders will look at the third quarter financial report in 2027 or the 365th day. Lead underwriters Goldman Sachs and Morgan Stanley can also release early.

Privately raised shares of seven technology companies are not subject to lock-up

Anthropic simultaneously raised approximately US$26 billion in Class N common shares at the IPO price from investment subsidiaries of Google, Huida, AMD, Broadcom, Micron, Microsoft and TSMC.Chain News has previously reported. The prospectus stated that these shares are not subject to the lock-up agreement, but are unregistered restricted securities that can only be resold through registration or statutory exemption; Class N shares will be converted into Class A shares upon qualified transfer.

Anthropic also cautioned that the sale of the shares, or market expectations that it will be sold, could depress the Class A share price. After listing, shareholders with a total of up to approximately 8.39 billion shares have the right to request the company to register their shares, and Google has separate registration rights.

At the mid-point price, this would be an immediate dilution of $65.79 per share.

Based on the mid-range price of $74, the prospectus estimates that after the IPO and private placement are completed, the adjusted net tangible assets per share will be approximately $8.21. New buyers will be immediately diluted by approximately $65.79 per share, and existing shareholders will receive an increase of $6.31 per share.

This is a number that will be disclosed in the IPO prospectus. It reflects that new shareholders bought the company at a price much higher than the net book value. It does not mean that the stock price will fall to this level.

In addition, some directors and related institutions have expressed their intention to subscribe for up to US$303 million in Class A shares at the IPO price, but this is not a binding commitment and the underwriters can allocate more, less or not at all.

Class A shares purchased have limited voting rights

Each Class A share has one vote, but one Class F share held by the seven co-founders through Founder LLC has a fixed voting power of 50.1% on general shareholder voting matters and no economic rights; and Class T shares held by a long-term interest trust have the right to elect a majority of the board of directors. The prospectus also states that Anthropic is a "controlled company" under Nasdaq's corporate governance regulations.

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