From the filing
PDF page 2
No printed folio visible · Image transcription
Read the page text
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject To Completion. Dated . Class A Common Stock Shares Anthropic, PBC This is an initial public offering of shares of Class A common stock of Anthropic, PBC. We are selling shares of Class A common stock and the selling stockholders identified in this prospectus are selling an additional shares of Class A common stock. We will not receive any proceeds from the sale of shares of our Class A common stock by any of the selling stockholders. Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol “ANT.” We have a novel capital and corporate governance structure. We are incorporated as a public benefit corporation under Delaware law, a structure consistent with our commitment to artificial intelligence (“AI”) safety and responsibility. As a public benefit corporation, we are required to balance the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the specific public benefit purpose identified in our amended and restated certificate of incorporation: the responsible development and maintenance of advanced AI for the long-term benefit of humanity. We created our Long-Term Benefit Trust (the “LTBT”) to help ensure that Anthropic, PBC is managed in a manner that responsibly balances its goals as a public benefit corporation. The LTBT is intended to operate as an independent body of financially disinterested trustees with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of common stock, Class T common stock, the LTBT generally has the authority to elect and remove the Class T directors, who together will constitute a majority of the authorized members of our board of directors. Our Class T common stock does not otherwise have voting rights with respect to matters submitted to stockholders generally and has no economic rights. Immediately prior to the completion of this offering, we will also issue a single share of Class F common stock, a special class of our common stock, to a limited liability company organized by our co-founders (the “Founder LLC”). Dario Amodei, our Chief Executive Officer and a member of our board of directors, and Daniela Amodei, our President and Chairperson of our board of directors, together with our five other co-founders, will initially be the sole members of the Founder LLC. Our Class F common stock, which will be held by the Founder LLC, will be entitled to an aggregate number of votes that equals 50.1% of the total voting power of our outstanding shares of capital stock with respect to matters submitted to stockholders generally, including the election of our directors other than the Class T directors. Our Class F common stock will not have any economic rights. Upon the completion of this offering, we will also authorize a special class of our common stock, Class E common stock, which will be issued to our employees, excluding our co-founders. Our Class E common stock will be entitled to vote only on certain limited matters and will not have any economic rights. In addition, we have authorized Class A common stock and Class N common stock. The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and shares of Class N common stock have no voting rights, except as otherwise required by law. The holders of our Class N common stock are primarily strategic business partners, and shares of Class N common stock will generally convert to Class A common stock upon a sale or transfer to an unaffiliated third party. Our Class A common stock is not convertible. See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our Governance Structure and Its Goals,” and “Description of Capital Stock” for more information. We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate governance requirements. See the sections titled “Our Governance Structure and Its Goals,” “Management,” and “Description of Capital Stock” for additional information. See the section titled “Risk Factors” beginning on page 26 to read about factors you should consider before buying shares of our Class A common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering price Underwriting discount(1) Proceeds, before expenses, to Anthropic, PBC Proceeds, before expenses, to selling stockholders Per share $ Total $ $ $ $ $ $ $ ______________ (1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares of Class A common stock from Anthropic, PBC at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York, on or about . Goldman Sachs & Co. LLC Citigroup Deutsche Bank Securities J.P. Morgan BofA Securities BMO Capital Markets BNP PARIBAS Mizuho BTIG MUFG Cantor Morgan Stanley Barclays RBC Capital Markets Wells Fargo Securities UBS Investment Bank Credit Agricole CIB Societe Generale Jefferies TD Securities Capital One Securities Macquarie Capital Prospectus dated [Embedded graphic 1 — OCR text] y\\
This page includes text transcribed from an image. Check the original for tables, images, and exact formatting.