Anthropic plans to sell up to 552.9 billion yen, about $3.5 billion, of shares to investors in Japan as part of its US initial public offering, according to a filing made in Japan on Monday, November 2, Reuters reported. Nikkei reported the same $3.5 billion ceiling from the securities registration statement Anthropic filed with the Kanto Local Finance Bureau, and Bloomberg also reported that Anthropic is seeking up to $3.5 billion in Japan. The money from the new shares sold in Japan would go to working capital, operating expenses and capital expenditure, Reuters said, citing the filing.
Japan's slice alone would be about 59% larger than the $2.2 billion that Reuters says Japanese investors bought in SpaceX's June IPO, and Nikkei reports it would be the largest IPO fundraising by a foreign company in Japan. It is also 2.8 times the roughly 200 billion yen raised by every IPO in Japan from April to September, by a SaasBuzz calculation from figures Nikkei cited from the research firm I-N Information Center.
The filing fills in one part of the deal Anthropic laid out on October 26, when it made public the S-1 that showed $16.3 billion of first-half revenue and an $80.7 billion net loss. That prospectus says the offering "includes public offerings in Australia, Canada, certain member states of the European Economic Area, Japan, Switzerland, and the United Kingdom," and that Anthropic does not intend to list its Class A shares on any exchange there. Japanese buyers would own shares that trade on the Nasdaq Global Select Market under the symbol ANT.
How the Japan offering works
Mizuho Securities is coordinating sales in Japan, and investors can also apply through five other brokers, Nikkei reported from the filing. The Japanese outlet NewEconomy, which linked the filing, gives the same list and says Mizuho is the administrative lead manager.
Broker | Role in Japan |
|---|---|
Mizuho Securities | Leads sales |
Mitsubishi UFJ Morgan Stanley | Manager, takes orders |
Goldman Sachs Japan | Takes orders |
Morgan Stanley MUFG | Takes orders |
Rakuten Securities | Takes orders |
SBI Securities | Takes orders |
Sources: Nikkei and NewEconomy, reporting the November 2 filing.
The list matters for who ends up holding the shares. Mizuho, Rakuten and SBI also ran the Japanese sale of SpaceX's shares in June and sold mainly to individual investors, Nikkei reported. Mizuho Securities USA and MUFG Securities Americas are the only Japanese firms among the 22 underwriters on the US prospectus, which names Goldman Sachs and Morgan Stanley as representatives.
Japan's part in the deal was visible a week before the filing. Lily Nonomiya, a Bloomberg reporter in Tokyo, wrote on X the day after the S-1 appeared that Japan was on the list of markets and that Mizuho was back after working on SpaceX's IPO.
Post on X by @lilynonomiya
Oooh Japan is among markets that will offer Anthropic shares in the blockbuster IPO. Mizuho is selected as an underwriter again after participating in the SpaceX mega IPO (this time joined by MUFG) https://t.co/azc7TG4dDq
Much is still blank. The number of shares and the offer price for Japan were not set when the statement was filed, and the final amount will be fixed on the pricing date and could differ substantially from the ceiling, NewEconomy reported from the filing. Reuters said the filing did not state the size or valuation of the whole IPO. The S-1 adds a safety valve: if Anthropic drops the public offering in any of the overseas markets, those shares "are expected to be reallocated to the offerings in the remaining jurisdictions, including the United States," so the total size is not expected to change.
How big Japan's slice is
Set against the whole deal, the Japan ceiling is a small share even if it is a record for Japan. Nikkei expects Anthropic to raise about $100 billion in all, including new shares; at that size, $3.5 billion would be 3.5% of the offering. SpaceX's Japanese buyers took 2.9% of its raise, using Reuters' figure of $75 billion. Nikkei puts SpaceX's IPO at about $86 billion, which would make Japan's share there smaller still.
IPO | Japan | Whole raise | Share |
|---|---|---|---|
SpaceX, June | $2.2B | $75B | 2.9% |
Anthropic | Up to $3.5B | About $100B | 3.5% |
Sources: Reuters for SpaceX and the Japan ceiling; Nikkei for Anthropic's expected total, which Anthropic has not disclosed. Shares are SaasBuzz calculations.
What the industry is saying
Anthropic has not commented on the Japanese filing beyond the documents themselves. Rintaro Nishimura, a senior associate in the Japan practice of the advisory firm The Asia Group, pointed to the comparison most Japanese coverage led with.
Post on X by @RinNishimura
Anthropic announced today that it plans to raise up to $3.5 billion (approx. ¥552.8 billion) in Japan through an IPO. It exceeds the amount raised by SpaceX, which went public in June, by 60% and would be the largest foreign IPO in Japan. https://t.co/jC6n4G7Qfo
The Japan tranche is one piece of a wider push to individual investors. Bloomberg reported on October 28 that Anthropic is weighing setting aside 15% to 20% of its IPO shares for individuals, with JPMorgan leading US retail sales, according to Business Insider Japan, which added that 20% would match SpaceX. Harrison Rolfes, a senior research analyst at PitchBook, told Business Insider that individual investors' money is less sensitive to price, and that banks can set a higher price in a book that leans on retail demand than in one built from institutions alone. He was also skeptical that Anthropic, which lacks the kind of fan base Elon Musk has among day traders, can draw the retail demand it needs, Business Insider reported.
The valuation those buyers would pay into is still unannounced. Some investors have discussed a valuation of about $1.5 trillion, Reuters has reported.
What it means for software investors
For anyone weighing Anthropic's IPO, the Japanese filing says three things the S-1 did not. First, the retail push is concrete: six named brokers, including Rakuten and SBI, which Nikkei says sold SpaceX's Japanese shares mainly to individuals, with a dollar ceiling on file. That fits Rolfes' point: a deal built to reach buyers who care less about price can, by his account, support a higher price, and more of the risk of that price sits with those buyers.
Second, the Japan number is a ceiling, not an order book. The filing says the final figure can differ substantially, and the S-1's reallocation clause means weak demand in one country moves shares elsewhere rather than shrinking the deal. Japan's appetite will show in the final allocation, not in today's 552.9 billion yen.
Third, the slice is a record for Japan and small for Anthropic. At 3.5% of Nikkei's expected $100 billion, Japanese buyers would need to be joined by every other channel the S-1 lists, from US institutions to the public offerings in five more markets, to fill a deal of that size. Software companies planning their own listings should read it the same way: an overseas retail tranche widens the shareholder base, but the price is still negotiated by the company, its selling stockholders and the US representatives, as the S-1 says.
What happens next
Anthropic has not filed an amended S-1 with a price range. As of 11:45 UTC on November 2, EDGAR showed only the October 26 S-1 and earlier confidential drafts. That amendment, with the share count and price range, is the next document to watch; the Japanese terms are set on the same pricing date. The Nasdaq listing had been applied for but not yet approved when the Japanese statement was filed, NewEconomy reported.
