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Anthropic, PBC
Notes to Consolidated Financial Statements
(Continued)

transactions (by merger, or consolidation, share exchange or otherwise with a publicly traded “special 
purpose acquisition company” or its subsidiary), which does not qualify as a liquidation transaction, or 
(iii) the date, or upon the occurrence of an event, specified by vote or written consent of holders of each 
of (a) the majority of the then outstanding shares of Series A redeemable convertible preferred stock, 
Series C-1 redeemable convertible preferred stock, Series D-1 redeemable convertible preferred stock, 
Series D-2 redeemable convertible preferred stock, Series E-1 redeemable convertible preferred stock, 
Series F-1 redeemable convertible preferred stock, Series G-1 redeemable convertible preferred stock, 
and  Series  H-1  redeemable  convertible  preferred  stock  voting  together  as  a  single  class  on  an  as-
converted basis, (b) the holders of a majority of the then outstanding shares of Series C-1 redeemable 
convertible  preferred  stock,  voting  separately  as  a  class,  which  majority  must  include  the  vote  or 
written  consent,  as  applicable,  of  certain  specified  stockholders,  (c)  a  majority  of  the  Series  D-1 
redeemable convertible preferred stock and Series D-2 redeemable convertible preferred stock, voting 
together  as  a  single  class  on  an  as-converted  basis,  (d)  a  majority  of  the  Series  E-1  redeemable 
convertible preferred stock, voting separately as a class on an as-converted basis, (e) with respect to the 
Series  F  redeemable  convertible  preferred  stock  only,  a  majority  of  the  Series  F-1  redeemable 
convertible preferred stock, voting separately as a class on an as-converted basis, (f) with respect to the 
Series  G  redeemable  convertible  preferred  stock  only,  a  majority  of  the  Series  G-1  redeemable 
convertible preferred stock, voting separately as a class on an as-converted basis, and (g) with respect 
to the Series H redeemable convertible preferred stock only, a majority of the Series H-1 redeemable 
convertible preferred stock, voting separately as a class on an as-converted basis. 

Voting 

The  holders  of  Series  A,  Series  C-1,  Series  D-1,  Series  D-2,  Series  E-1,  Series  F-1,  Series  G-1,  and  Series  H-1 
redeemable convertible preferred stock shall be entitled to the same voting rights and powers as the holders of 
the  Class  A  common  stock  and  to  notice  of  any  stockholders’  meeting  in  accordance  with  the  bylaws  of  the 
Company, and the holders of Class A common stock and the holders of Series A, Series C-1, Series D-1, Series 
D-2, Series E-1, Series F-1, Series G-1, and Series H-1 redeemable convertible preferred stock shall vote together 
as a single class on all matters. Each holder of Series A, Series C-1, Series D-1, Series D-2, Series E-1, Series F-1, 
Series G-1, and Series H-1 redeemable convertible preferred stock shall be entitled to the number of votes equal 
to  the  number  of  shares  of  Class  A  common  stock  into  which  such  shares  of  Series  A,  Series  C-1,  Series  D-1, 
Series  D-2,  Series  E-1,  Series  F-1,  Series  G-1,  and  Series  H-1  redeemable  convertible  preferred  stock, 
respectively, could be converted.

The holders of Series B, Series C-2, Series D-3, Series E-2, Series E-3, Series E-4, Series E-5, Series F-2, Series 
F-3,  Series  F-4,  Series  G-2,  Series  G-3,  Series  G-4,  Series  H-2,  Series  H-3,  and  Series  H-4  non-voting 
redeemable convertible preferred stock shall not be entitled to vote and shall have no voting rights, except as 
required by law or as specifically set forth in the certificate of incorporation, and shall have no right to vote in 
any election of the Board.

Redemption

The  holders  of  the redeemable  convertible  preferred  stock  have  no  voluntary  rights  to  redeem  shares.  The 
redeemable  convertible  preferred  stockholders  have  liquidation  preferences  in  the  event  of  any  Liquidation 
Transaction  (defined,  generally,  as  any  voluntary  or  involuntary  liquidation,  dissolution  or  winding  up  of  the 
Company  or  deemed  liquidation  event).  Although  the redeemable  convertible  preferred  stock  is  not 
mandatorily or currently redeemable, a deemed liquidation event could constitute a redemption event outside 
the  Company’s  control.  Therefore,  all  shares  of redeemable  convertible  preferred  stock  have  been  presented 
outside of permanent equity.

The  Company  recorded  shares  of redeemable  convertible  preferred  stock  issued  for  cash  at  their  respective 
issuance  price  less  issuance  costs  on  the  dates  of  issuance.  Shares  of  redeemable  convertible  preferred  stock 
issued upon conversion of convertible notes were recorded at the fair value of the respective convertible note 
immediately prior to conversion. The carrying values of the Company’s redeemable convertible preferred stock 
have  not  been  accreted  to  their  redemption  values  as  the  liquidation  event  is  not  considered  probable  of 
occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it 
becomes probable the convertible preferred stock will become redeemable. 

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