Author: Zhang Yaqi, Wallstreetcn
Anthropic is approaching the capital markets with the largest IPO in U.S. tech history, targeting a fully diluted valuation of up to $1.4 trillion, aiming to become the first publicly listed frontier artificial intelligence laboratory.
According to a prospectus filed with the U.S. Securities and Exchange Commission (SEC) on Tuesday, Anthropic seeks to raise up to $90.4 billion in total through the IPO and a private placement. The base IPO offering size is up to $64.4 billion, lower than the $69.3 billion shown in a previously withdrawn version; in addition, seven tech giants—including Google parent Alphabet, Nvidia, AMD, Broadcom, Micron Technology, Microsoft and TSMC—will separately invest a total of $26 billion through the private placement. The offering price range is set at $70 to $78 per share, with approximately 801.4 million shares to be offered, and certain existing shareholders selling approximately 23.6 million additional shares.
At the upper end of the offering price of $78, Anthropic's valuation would be approximately $1.02 trillion, slightly above its $965 billion private valuation. The stock is expected to be listed on the Nasdaq Global Select Market under the ticker ANT, with Goldman Sachs and Morgan Stanley as lead underwriters, along with 20 other banks participating.
The listing is scheduled to be priced on Wednesday, November 18. If the over-allotment option is included, total fundraising will approach $100 billion, surpassing the previous record of $86.5 billion set by SpaceX. However, AI-related stocks just experienced a sharp selloff last week, and market concerns about tighter data center regulation and rising costs have not yet dissipated. Anthropic's decision to proceed with the listing amid pressured market sentiment means its IPO performance will also serve as an important indicator of investors' acceptance of AI commercialization prospects and high valuations.
IPO Structure: Massive Private Placement Locks In Tech Giant Camp
Anthropic's offering is being advanced in two parts. In the public offering portion, Anthropic will issue 801.4 million shares, with certain existing shareholders selling 23.6 million shares, and the offering price range corresponds to a market value of approximately $1 trillion. If employee options, restricted stock and shares reserved under the company's charitable donation matching program are included, the fully diluted valuation reaches approximately $1.4 trillion.
The private placement portion will raise an additional $26 billion, with subscribers including AMD, Broadcom, Alphabet's Google, Micron Technology, Microsoft, Nvidia and TSMC. This investor list overlaps heavily with Anthropic's computing power suppliers, reflecting the AI industry's unique "circular capital" structure—the tech giants that provide computing power to Anthropic are also its shareholders and customers.
Goldman Sachs and Morgan Stanley are serving as joint lead underwriters for the IPO, with 20 other banks participating in the underwriting.
Revenue Explosive Growth, but Return to Loss in the Third Quarter
The prospectus disclosed Anthropic's complete financial data to the public for the first time. The company's third-quarter revenue was close to $17 billion, compared with only $1.4 billion in the same period last year, representing an extremely impressive year-over-year growth rate. As of October 31, the company's annualized revenue had risen to approximately $81 billion, an increase of about $10 billion from the end of September. As of September 30, the number of customers with revenue of more than $100,000 over the past 12 months exceeded 11,900.
However, profitability remains unstable. The company's total operating expenses in the third quarter jumped to $17.5 billion, up 292% year over year, falling back from an operating profit of $974 million in the second quarter—its first profit after at least five consecutive quarters of losses—to an operating loss of -$567 million. The main factors dragging down third-quarter results included: $5 billion in short-term computing contract costs, and $2 billion in non-cash expenses related to the company's charitable donation matching program.
In addition, AI pricing pressure is eroding revenue growth. The prospectus shows that price cuts on some new models and contract discounts offered to customers reduced third-quarter revenue growth by approximately $600 million. Anthropic lowered prices when launching new models such as Opus 5.5 in September, and competitor OpenAI has also recently launched lower-priced models.
Massive Committed Spending, Computing Power Dependence Constitutes Core Risk
The cost of maintaining technological leadership is extremely high. The prospectus shows that Anthropic's total committed spending amounts to $895 billion, mainly for computing power and chip procurement; of which approximately $70 billion will be paid within the year ending September 2027—a figure that already exceeds the individual market capitalization of about two-thirds of the companies in the S&P 500 Index.
Unlike tech giants with diversified revenue such as advertising, Anthropic currently relies almost entirely on AI services for revenue, and must convince investors that a single AI business can generate profits far exceeding infrastructure costs. This logic remains to be tested over time.
At the technology application level, Anthropic is seeking to embed Claude into professional service scenarios, covering industries such as healthcare, life sciences, law and accounting. The filing shows that more than 90% of code contributions in Anthropic's codebase are currently completed by Claude. Novartis CEO Vas Narasimhan has joined Anthropic's board of directors, indicating that its layout in the healthcare field is gradually deepening. On Monday, Anthropic released new versions of the Mythos and Fable models, both with improved speed, and Fable's pricing was also lowered.
Safety Risk Warnings and Governance Structure Draw Attention
Anthropic's founding background is distinctive—its core team was formed by former OpenAI executives who left, prompted by disagreements over AI safety priorities. Nearly six years later, the company is going public under a Public Benefit Corporation structure, with a "Long-Term Benefit Trust" in its governance structure that has the power to elect and remove a majority of the company's board members, aiming to balance shareholder interests with social interests.
However, the company explicitly warns in its prospectus that if AI technology develops without adequate safeguards and oversight, it could pose "catastrophic or existential risks" to humanity. Regulators, investors and even Anthropic's own employees have warned of the significant risk that humanity loses control of the technology, with some estimating that AI has a more than 10% probability of eliminating all of humanity within the next decade. CEO Dario Amodei has also called on top AI labs to "control the pace of advancing frontier technology" in order to prioritize safety.
By contrast, competitor OpenAI has set its IPO target for 2027, with its CEO Sam Altman characterizing 2026 as an "unwise timing" for going public, citing the same AI safety concerns. According to people familiar with the matter who spoke to Bloomberg, OpenAI is currently raising funds at a valuation of $1.25 trillion.
Founding Team and Institutional Shareholder Lineup
Anthropic's seven co-founders each hold approximately 1.4% of shares, and by current valuation measures they have all joined the ranks of billionaires. This judgment still holds even after fulfilling the pledge to donate 80% of personal holdings to charitable causes.
At the institutional shareholder level, funds under asset management institutions such as Fidelity Investments, Capital Group and BlackRock, as well as venture capital institutions such as Iconiq, Spark Capital and Sequoia Capital, all held Anthropic shares before the IPO. Google, Amazon and Microsoft each hold the triple identity of investor, customer and computing power supplier.
