Anthropic: Amazon Retains Shareholding Cap, Partial Note Conversion to Equity at IPO

on November 11, updated prospectus filings for Anthropic disclosed that Amazon has elected to retain a 12% shareholding cap stipulated in its convertible notes agreement for this IPO. The prospectus assumes that approximately $579.3 million in note principal will convert into roughly 276.8 million non-voting Class N common shares prior to the offering's completion, with the exact number contingent upon the final offering size and ownership cap calculations.

As of September 30, Amazon held approximately $6.2 billion in outstanding principal on the relevant notes. The portion constrained by the ownership cap that cannot convert during the IPO will be converted at the end of each fiscal quarter following the listing at an applicable price, while still remaining subject to the cap; Amazon may independently choose to waive the restriction.