Anthropic confidentially submits draft S-1 to the SEC

175 points by surprisetalk an hour ago on hackernews | 104 comments

ch4s3 | an hour ago

I'm curious to know if they generated this with Claude and what the prompt looked like.

ssgodderidge | an hour ago

Can someone help me understand how its "confidential" if they blog about it? Perhaps they simply mean the details of the S-1 are confidential for now?

kylecazar | an hour ago

The contents are confidential. They are just announcing they submitted it.

ConnorBoyd | an hour ago

The S-1 itself isn't made public in a confidential filing.

chinathrow | an hour ago

Expect the token price to correlate with the stock price.
Of course that fundraise was the last one: [0], everyone getting ready to dump their pre-IPO shares on to you as China catches up with their open models.

Better to do it now than to wait a day longer and the tokens are not getting any cheaper here.

Obviously OpenAI will file for IPO certainly this month, or even this week in response both SpaceX, and Anthropic.

Then AGI will then have been achieved externally.

[0] https://news.ycombinator.com/item?id=48313390

freediddy | an hour ago

This is the first time I've seen a Public, Confidential S-1 filing.
I suppose they announced it because the fact that they submitted it would leak anyway.

iLoveOncall | an hour ago

That's how you know it's purely marketing and they're not actually going public.

sh34r | an hour ago

Given how often these get leaked (see Palantir + SpaceX) and the cost of preparation, why would you ever file an S-1 unless you were serious?

iLoveOncall | 53 minutes ago

Because you want another funding round but you will get it only if investors think they're going to get their money back soon.

0123456789ABCDE | an hour ago

excuse me. what am i being sold, in this so called marketing?

iLoveOncall | 54 minutes ago

You? Nothing. Private investors? The dream of an IPO.

0123456789ABCDE | 29 minutes ago

they closed series h, last thursday†. what are you on about?

https://www.anthropic.com/news/series-h

Maxatar | an hour ago

It's the contents of the submission that are confidential, not the fact that they are submitting.

The contents themselves contain a lot of detailed information about the internals of the company including financials, revenue, ownership details etc... those details are what's confidential until the SEC gives its approval, at which point the public can then review the document.

outside1234 | an hour ago

What this means it that it won't survive scrutiny, so better hide it so that there is only a small amount of time to do it.

jmtulloss | 49 minutes ago

Why do you think this? Confidential filings before an IPO are standard practice.

root-parent | 17 minutes ago

I like your sense of humor

kenyuz | an hour ago

Every post anthropic generates feels like misdirection and bad summarization using AI. There is no sense of who the audience for this post is for and includes a lot of redundant information.

nemomarx | an hour ago

Is there any real reason to have generated announcements anyway? You could get more polished text with some copy editors and I can't imagine cost is really a big concern for it.

luka598 | an hour ago

It is possible that they are dogfooding

Maxatar | an hour ago

Can't see the relevance of this comment to the post. You can do a Google search for "confidentially submits draft S-1 to the SEC" to see other examples of companies announcing these submissions and they're all written in the same way.

It's just a standard/template that most companies reuse.

https://www.figma.com/blog/s1-confidential-submission

https://www.prnewswire.com/news-releases/gemini-announces-co...

https://investors.navan.com/news-releases/news-release-detai...

https://www.round1-group.co.jp/docs/pdf/2026/20260507_news_e...

Catloafdev | an hour ago

It's a legal notice, what are you talking about?

conductr | an hour ago

> This announcement is being published under Rule 135 of the Securities Act of 1933

It's a required public disclosure following a format traditionally used in mandatory public disclosures.

hubraumhugo | an hour ago

With SpaceX, OpenAI, and Anthropic, we're likely to see 3 of the largest IPOs ever (by a wide margin) this year. Will existing institutional investors trim other positions to allocate a lot of capital for these mega listings or is this not a concern?

nemomarx | an hour ago

At least all the index funds are obligated to, right?

whateveracct | an hour ago

you and me will all be left holding a small cut of the bag

chilipepperhott | an hour ago

Most index funds wait for at least a year before adding a new listing. The only exception that I'm aware of is QQQ and SpaceX.

qwytw | an hour ago

Technically they couldn't be added to the S&P 500 etc. until they become profitable.

nemomarx | 56 minutes ago

If space x gets an exception, why wouldn't anthropic?
Index funds follow indices and often only rebalance quarterly

qwytw | an hour ago

Based on current rules they wouldn't included in the S&P 500 for at least several years even based on optimistic scenarios.

Of course IIRC they looking into tweaking the rules to allow some handpicked extremely unprofitable companies in, due to "reasons"....

s1artibartfast | 12 minutes ago

They are scared of underperfoming the market and failing to exist as an index. Losing money with everyone else is a more sustainable risk than losing money while other indexes go up.

DenisM | an hour ago

company must have a history of profitability before being included in the S&P 500

bluGill | an hour ago

Maybe. If you read the fine print they are not. They have the goal of matching the index returns, but they never say anywhere they have exactly the stocks in the index.

Index funds all make active choices and often hold companies not in the original index. They are more passive than a traditional funds that buys and sells all the time, but they still make active choices. When an index changes stocks they can look up the price - but the funds mirroring the index need to make real trades that if not carefully done will change the value of the stocks (and cause the fund to under perform the index), so index funds have plans to prevent this. Compared to a traditional fund an index fund looks passive and there is much much less for the manager to do - but that doesn't mean the managers do nothing.

outside1234 | 59 minutes ago

But only the amount the company floats for many index funds. So in the case of SpaceX, they are only floating 5% of the company. So the number of shares something like VTI has to buy is much smaller than the total market cap (5% of it).

thewebguyd | 28 minutes ago

Most likely. Funds generally don't have much unallocated cash, they operate fully invested, so three huge IPOs will force an asset rebalancing which can cause some liquidity drain from the rest of the market.

Plus as insider lockup periods expire, that's a ton of dollars pulled out of the market and into safer assets. It's going to be a huge net exit of capital.

I'd expect a lot of volatility and pretty heavy downward pressure across the rest of tech.

kypro | an hour ago

What does it mean to submit confidentially – what's the process there? I assume it be made public when approved by the SEC?

Maxatar | an hour ago

It means that Anthropic has submitted a document that it intends to share with the public in order to solicit public investment. This document includes details about its business, financials/revenue, ownership structure, risks, etc...

The document itself is what's confidential until the SEC approves it, at which point Anthropic will release that document to the public and IPO.

root-parent | an hour ago

Time to short the market. We are at peak bubble.

"The stock market just did something eerily similar to the dot-com bubble top in 2000" - https://www.cnbc.com/2026/06/01/the-stock-market-just-did-so...

This is actually the pin everyone was looking for that will pop this AI bubble, including the token cost falling in China and the release of open models that are good and run locally.

bensyverson | an hour ago

It could be, but the market could bounce right back. And if it does, it's hard to know who will emerge stronger. Anthropic could end up like Amazon, or it could end up like Yahoo.

bjtitus | an hour ago

Where are these open models that are as good as GPT and Claude and run locally?

baal80spam | an hour ago

> Time to short the market. We are at peak bubble.

I've seen this comment on HN at least 5 times already.

dgellow | an hour ago

Shorting when there is a mania is way, way too risky

leonidasv | an hour ago

The market can remain irrational longer than you can remain solvent.

neovive | an hour ago

If OpenAI and Anthropic eventually become public companies with trillion-dollar valuations, it will be interesting to see if their company ethos remains the same. With that much purchasing power, it's very tempting to gobble up competitors and raise prices.

daseiner1 | an hour ago

corporate pursuit of monopoly is as sure a phenomenon as gravity

herpdyderp | an hour ago

The question is not "if" they will lose their ethos but "how long will it take".

pton_xd | 58 minutes ago

If "Open AI" was their ethos, it was lost immediately. I'm not sure what the ethos of Anthropic is.
I gather most of the ethos behind Anthropic is "we don't want to work with Sam".

mirekrusin | 32 minutes ago

Go public so everybody can benefit?

pqtyw | an hour ago

> if their company ethos remains the same.

What? In what way would the change? They are already raising prices..

blmarket | an hour ago

IPO won't lose their ethos. Competition out from their duopoly will.

seanp2k2 | 52 minutes ago

Who else right now is making competing models that are roughly as capable? Now factor in hardware availability / future delivery contracts and capital requirements for building datacenters and running new training. If you're trying to compete and lease all that with VC money or loans, good luck actually competing.

CompoundEyes | 50 minutes ago

I’m curious which labs will start producing hardware be it robotics, consumer or commercial devices, chips, energy infrastructure or transforming shipping crates into housing for displaced and jobless humans. O_o

johnQdeveloper | 47 minutes ago

They already do both.

The real competition is coming out of China right now and I doubt the Chinese government is going to let them buy out their "fast follower" AI companies that are consistently 6-12 months behind in terms of quality. That said, I'm factoring quality as in Opus 4.5/Sonnet 4.5/GPT-5.5 as break points since I haven't really seen an improvement since that point when using AI.

fieldcny | 32 minutes ago

You speak so authoritatively about quality and performance of these models, yet there are no quantitative metrics that correlate to real world outcomes that indicate that the quality and performance of these models is anything but subjective noise and classic benchmark nonsense.

A company consumed half a billion dollars worth of tokens in a month and nobody noticed anything until the bill came due.

Tha $500m dollars is roughly equivalent to 2000 people working for a year or 500 people working for four years, they can and would accomplish a lot if they worked in companies that add value to the economy by solving real problems.

Indeed Its irrelevant. Each firm will make its own cost-benefit analysis, especially since the frontier labs are raising prices.

Marketing only takes you so far in creating noise.

Its weird seeing this focus on bench marks again - PC's did this for quite some time. But in the end it came down to - what does all this additional horsepower let you do? Oh create interesting apps, multi-tasking etc. Which was really the value-add.

2OEH8eoCRo0 | 39 minutes ago

There is significant first-mover advantage for torching your ethos.

ozgrakkurt | 36 minutes ago

what is their company ethos? They are some of the most despicable tech companies in my opinion.

cmiles8 | an hour ago

There is a mad rush to get these IPOs out the door before the market sneezes.

gonzalohm | an hour ago

And oh boy do they make sure everyone knows that they are doing an IPO

roadside_picnic | an hour ago

It's more insidious than that. These IPOs aren't being rushed, they were waiting for all the pieces to be in place to force 401ks and other retirement plans to buy these IPOs.

The most recent change was the NASDAQ adopting the "fast change rule" which allows newly IPO'd companies to be listed in the index after only 15 days of trading. This rule was decided March 30, 2026 and only came into effect May 1, 2026.

The plan is to rapidly drive these prices up in the first 15 days, get the companies listed in the NASDAQ so funds are forced to purchase them at higher prices, then leave retirement accounts holding the bag.

chinathrow | 48 minutes ago

How do these people sleep at night coming up with schemes like that?

cryo32 | 9 minutes ago

The use of people suggests they are human. I wonder sometimes.

Edit: oh looky did I inflame the PE simians?

I get the sentiment that this is unscrupulous, however, isn't 15 days enough time to find the right price? Or will that not really happen until first quarterly earnings report, which will not occur within that 15 day window?

FireBeyond | 26 minutes ago

I mean the goal is that you have multiple earnings report to show sustainability.

Meanwhile some of these companies are also lobbying to be able to only have to submit annual or biannual earnings reports, too.

Everyone is looking for multiple ways to leave the dumb money holding the bag.

No, IPO pops, and honey moon periods are common.

And there are plenty of ways to manipulate the price, such as issuing a low float to a hyper hyped stock..

collinmcnulty | 19 minutes ago

The fact that you know there’s a large pool of price insensitive buyers only 15 days away has to have some price impact.

cdelsolar | 44 minutes ago

If you believe this is going to happen you can change the allocations of your retirement plans.

bittercynic | 28 minutes ago

You can protect yourself, but many won't be aware of the situation until it's too late, and institutionally managed funds won't be able to change their rules in time to avoid holding these as part of the index funds they hold.

yeswecatan | 12 minutes ago

What should we be looking for?

noelsusman | 43 minutes ago

Very few 401ks offer the NASDAQ 100 as an investment option. Last I checked it was <1%.

alemanek | 5 minutes ago

Total market indexes and target date funds will include this and SpaceX on float adjusted basis I believe. The blast radius is much larger than funds that track the NASDAQ directly.

FireBeyond | 30 minutes ago

Very true. Anthropic just raised money at the end of last week.

There's no way they could have done that without telling those investors the S-1 was prepared and awaiting their signature on the round before they hit Submit, so to speak.

findjashua | 7 minutes ago

almost all 401k plans offer funds based on s&p 500, not nasdaq/russell others. s&p has also halved their trading days requirement from 1 yr to 6 months, but that's still sufficient to be past the post-ipo lock-up period.

thomascountz | an hour ago

SpaceX submitted an amendment to their S-1 today[1]

[1]: https://www.sec.gov/Archives/edgar/data/1181412/000162828026...

onlyrealcuzzo | an hour ago

Are we in a race to see who can pop the bubble first?

roadside_picnic | an hour ago

As you likely know, rules have recently been changed that basically force many 401k funds to invest in these IPOs while simultaneously having a relatively small number of the initial IPO to be sold to the public forcing the funds to by at inflated prices.

The bubble won't pop until these retirement accounts of have been raided.

s1artibartfast | 19 minutes ago

What are the 401k rule changes? I am aware that indexes changed their rules

FuckButtons | an hour ago

They all know it’s coming, if it pops before they ipo then they don’t get their billion dollar payday, they have every incentive to move quickly.

boringg | 19 minutes ago

FYI they have about a 365 day lockup after IPO before the execs can sell.

root-parent | 25 minutes ago

And as suspected, the Anthropic deal is not recurring revenue, its just a think they can cancel anytime with 90 days notice...Release the bad news slowly and when people are looking somewhere else...

SpaceX AI segment lost about $2.5B from operations in Q1 2026 on $818M revenue...they are burning dollars. Musk controls about 85% of voting power through supervoting shares, and cannot be fired...go IPO buyers...nothing like economic exposure without control....

What changed?

sschueller | an hour ago

Where will it be listed? I am considering selling all my index ETFs in those markets until the this blows over.

PUSH_AX | an hour ago

Time in market > timing the market.

rottencupcakes | 48 minutes ago

It's this sort of mentality and the prolitferation of passive investing that gives these companies the opportunity to pass the bag.

barbazoo | 34 minutes ago

I've heard of the changes to the NASDAQ rules and I somewhat get how they make it so these stocks are included in index funds earlier than before. As far as I know, NYSE and others haven't done the same change so index funds there are "safe", i.e. will include the stocks only after a longer period, implying that it will have settled in value by then. Is that true at all? I'm sure the situation is much more complicated, but I do wonder how to figure out how much I'm affected.

lbrandy | 25 minutes ago

There is a huge amount of misinformation on this topic, including in this thread, at the minute.

Some index funds have a very long horizon before they include them (e.g. a year). Others are "fast-tracked" (e.g. notably VTI). Most of those, however, are float-adjusted, so only the stock available for trade is considered part of the marketcap. So e.g. VTI / VTSAX will buy spacex relatively quickly after the IPO but at the float-adjusted weight of ~$75B because that's the % of stock available.

If you care alot about this, now is the time to understand how your index fund treats IPOs wrt to delays + float adjustment.

avensec | 16 minutes ago

Do you have any suggested reading references?

Specifically, I do a typical 3FP and own VTSAX, but I don't read bogleheads or anything. True set-it-and-forget-it, but I do want to read more if things are shifting.

lbrandy | 5 minutes ago

You should not trust me, but here's my understanding. I wish there was a really good writeup somewhere to explain this authoritatively but I'm not sure there is one. Would also love to see one. Frankly vanguard should do it.

VTSAX (and VTI) follow the CRSP index. This is float-adjusted but they likely will be fast tracked (these are two separate rules in how this index chooses to weight things and participate in new stocks). At ~5% float, these companies will be in the 50-100B range. So under all those assumptions, they'll end up representing less than 1% of VTSAX.

outside1234 | an hour ago

Got to dump this on everyone's SP 500 index fund before people figure out that there is a 95% drop in token usage when they are metered.
They are metered. That's why their ARR went from $9B to $45B in 6 months.

thewebguyd | 25 minutes ago

S&P 500 requires trailing 12 month profitability to be on the index. We won't see any of these on the S&P for at least a year or more.

zipy124 | 5 minutes ago

The profitability requirements are potentially being dropped. Consultation just closed and may be implemented as soon as next week.

eamag | an hour ago

why did they raise 3 days ago? What's the benefit of doing this instead of going public right away? If it's just cash to pay for GPUs, can't they issue bonds or something?
Pump up the valuation baby.

Price setting.

IPO isn't really about "raising money for the company" any longer, unless one means raising the money in their wallets so they can take the money and run.

Maxatar | 51 minutes ago

You pretty much always do a late-stage private round shortly before an IPO, that is the standard. The goal of the late-stage funding round is to give a better idea of how much capital can be raised by the IPO. It helps reduce uncertainty about expectations of what the company is worth before going public.

40acres | 57 minutes ago

After years of companies refusing to go public (looking at you Stripe), it's almost refreshing to see a hyped tech go actually IPO.

parthdesai | 45 minutes ago

Is it actually refreshing? It's actually refreshing to see Stripe staying private for so long. That means, they have a sustainable business model, and can take on projects that might benefit users in the long term despite negative short term consequences instead of focus on growing at all cost for the most part.
Stripe seems to be doing fairly well as a private company. They continually offer liquidity events for employees to cash out, while also retaining less pressure for hypergrowth from outside activists and investors.

ParkRanger | 19 minutes ago

Who’s going out of the gate first, Anthropic or Space X. Sequencing probably matters more than it should.