Anthropic: Amazon retains its stake cap, with some notes converting to equity at IPO.

Anthropic’s updated IPO prospectus shows Amazon will retain the 12% ownership cap tied to its convertible notes rather than waive it at listing. The filing assumes about $579.3 million of note principal converts into roughly 276.8 million non-voting Class N shares before the offering closes, with the final count depending on deal size and how the cap is calculated. Amazon held about $6.2 billion in principal of the relevant outstanding notes as of September 30. Any portion blocked by the cap from converting at IPO would convert at the end of each fiscal quarter after listing at the applicable price, still subject to the same limit, though Amazon can choose to drop the cap. The structure matters because it constrains how much equity Amazon can hold immediately after the IPO and sets the pace of future share conversion; watch the final offering size and any decision by Amazon to waive the ceiling.