Anthropic filed on Monday to go public on the Nasdaq under the ticker ANT.
Its prospectus says public investors will be able to buy ANT and cast one vote per share, but they will not be able to outvote CEO Dario Amodei and six other people who will control 50.1% of the company’s voting power.
Founder LLC will hold a single Class F share
According to the filing, seven people are members of Founder LLC, which will own one share of Anthropic’s Class F common stock at the IPO.
That Class F share carries 50.1% of the vote on general stockholder matters. Anthropic also says in the prospectus that buyers of Class A shares cannot swing a stockholder vote or a director election, regardless of how they vote.
The filing names all seven members
The seven people listed as members of Founder LLC are Dario Amodei, his sister Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah.
Reuters reported the existence of Founder LLC in September. Anthropic’s prospectus now formally restates that the entity holds majority voting control.
Four members could decide the vote
The structure means the practical threshold for control is lower than seven people. Founder LLC casts the vote tied to its single Class F share, but its decision is made by a majority of its members. That means any four of the seven members can determine how the share votes and, in turn, control Anthropic’s 50.1% voting power.
Benjamin Mann is not part of Founder LLC
The prospectus does not include Benjamin Mann among the Founder LLC members. The filing says he has worked at Anthropic since January 2021 and concedes that he is “often referred to as a co-founder,” but he is not a member of Founder LLC and has no role in Anthropic’s 50.1% voting control.
Anthropic’s explanation in the filing
Anthropic says it believes the seven people are “distinctly equipped to be stewards of our mission.” Public shareholders, however, will not be able to change that arrangement through voting.
Protos said more details were emerging from Anthropic’s IPO filing and that it would provide live updates as news broke. The liveblog has since ended, and the page says there were no liveblog updates yet.
