Anthropic Seeks Up to $3.5 Billion From Japanese Investors

TOKYO, Nov. 2 — AnthropicAnthropic plans to sell up to $3.5 billion of its shares, about 553 billion yen, to investors in Japan as part of its initial public offering in the United States, according to reports of a securities registration statement it filed with the Kanto Local Finance Bureau on Monday. The figure is a ceiling.

The number of shares and the price had not been set when the statement was filed, and the final amount, to be fixed on the pricing date, could differ significantly from the estimate, the Japanese news site Atarashii Keizai reported from the filing.

The sale makes Japan one of the few markets whose investors will be able to buy directly into the offering, and it comes as Japan’s own listings have thinned: the number of first-time offerings there fell to 32 in the first nine months of the year, the lowest for that period since 2012, according to Bloomberg-compiled data reported on Oct. 9. By Nikkei’s count, the Japanese portion alone could come to nearly three times the roughly 200 billion yen offered in all initial public offerings in Japan from April through September, a total it attributed to the research firm I-N Information Center.The YenBloomberg and Atarashii Keizai give the ceiling as about 552.9 billion yen, Nikkei as about 552.8 billion. Either implies about 158 yen to the dollar, by our arithmetic.

Mizuho Securities will manage the Japanese sale, and orders will also be taken by Goldman Sachs’s Japanese securities arm, Mitsubishi UFJ Morgan Stanley Securities, Morgan Stanley MUFG Securities, Rakuten Securities and SBI Securities, according to Bloomberg, Nikkei and Atarashii Keizai. Goldman, Morgan Stanley MUFG and Mizuho will sell to institutional investors together, Bloomberg reported. Mizuho, Rakuten and SBI also handled the Japanese offering in SpaceX’s listing in June, Nikkei said, and sold those shares mainly to individual investors.

Two Japanese banking groups have a role in the whole deal as well: Mizuho Financial Group and Mitsubishi UFJ Financial Group are among its underwriters, The Business Times reported.The BanksThe cover of Anthropic’s S-1 names 22 underwriters, with Goldman Sachs & Co. and Morgan Stanley & Co. as their representatives; Mizuho Securities USA and MUFG Securities Americas are among them. The S-1 leaves blank the underwriting discounts and commissions to be paid to them.

One Offering

The Japanese sale uses a method known as POWL, a public offering of shares without a listing on a Japanese exchange, Bloomberg reported; SpaceX used the same arrangement when it listed in the United States in June.POWLBuyers in Japan get shares that are to trade on Nasdaq. Anthropic’s S-1 says it does not intend to list its Class A shares on any exchange in Japan or in the other foreign markets where they are offered. Investors in Japan secured $2.2 billion of SpaceX’s shares, The Business Times reported. Anthropic’s ceiling is about 60 percent higher than SpaceX’s Japanese raise, Nikkei said, and the largest a foreign company has sought in Japan in an initial public offering.

Anthropic’s American prospectus, filed publicly on Oct. 26, says the offering includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland and the United Kingdom. “We do not currently intend to list our Class A common stock on any exchange in such jurisdictions,” it says. If Anthropic ends any of those foreign offerings early, the shares “are expected to be reallocated to the offerings in the remaining jurisdictions, including the United States, and thus the total size of this offering is not expected to change in the event of such termination.” The Japanese tranche, in other words, is part of the one offering, not an addition to it.

We do not currently intend to list our Class A common stock on any exchange in such jurisdictions.

The new shares sold in Japan will go to working capital, operating expenses and capital expenditure, the Japanese filing says, according to The Business Times. The S-1 names the same three uses for the whole offering’s net proceeds, counting “investments in compute and infrastructure” among capital expenditures, and adds the “hiring and retention of highly skilled personnel.” Anthropic has applied to list on Nasdaq, under the symbol ANT, but had not received approval when it filed in Japan, Atarashii Keizai reported.

The Price

After Anthropic’s meetings with investors, those investors cut the valuation they regard as fair to about $1.4 trillion to $1.5 trillion, Bloomberg News reported on Monday, citing people familiar with the matter who asked not to be identified. Some of the people said a valuation near $1.75 trillion could be reached. The account appeared in Japanese, in Bloomberg’s report as carried by TBS; the translation is ours. The Business Times’s report repeats an earlier Reuters line: some investors have discussed a valuation of about $1.5 trillion.

Anthropic has not said what it is asking. Its S-1 leaves the price range and the number of shares blank, and its newsroom had posted nothing about the Japanese filing by early Monday, New York time. Nikkei expects the whole offering to raise about $100 billion; on that estimate, the Japanese ceiling would be about 3.5 percent of it, by our arithmetic.

The price will matter beyond Anthropic. Its offering will test investors’ appetite for a wave of new AI-related shares, The Business Times reported, with Meta Platforms seeking to raise as much as $95 billion from selling common and preferred stock and Alphabet aiming for up to $85 billion in equity financing. A public price would also test the private marks at which Amazon carries its stake in Anthropic, about $238.7 billion on Sept. 30 by this paper’s sum of two figures in Amazon’s quarterly report.AMZNNasdaq266.93▲7.63+2.9%Amazon · Monday’s session

What Comes Next

Anthropic had filed no amended prospectus and no price range with the S.E.C. by early Monday, New York time, and it has made no date for its roadshow public. The Japanese amount will be fixed with the price. Until then, $3.5 billion is an upper estimate for one part of an offering whose total Anthropic has yet to state.

Daily Cortex is written with AI models, including Anthropic’s Claude, and fact-checked with OpenAI’s GPT models.