Anthropic's race to the public markets has hit a wrinkle, buried in the fine print of its own IPO paperwork.
The Claude maker filed Amendment No. 2 to its Form S-1 with the US Securities and Exchange Commission on November 10, days after launching the roadshow for its Nasdaq listing. The updated filing discloses that a $34.9 billion compute agreement with GPU cloud provider Lambda can now be cancelled by either side, after Lambda missed the deadline to secure the facility lease.
Neither company has served a termination notice, and Anthropic says it does "not currently intend to terminate" the agreement. But it lands as investors weigh a valuation of up to roughly $1.4 trillion — and shows how much of Anthropic's giant compute bill is conditional rather than locked in.
A $34.9 billion deal with an open exit
Anthropic has three agreements with Lambda, signed in May, June and August 2026, worth about $41.3 billion in total and running into 2034, with the August agreement alone accounting for about $34.9 billion.
The earlier version of the filing said only that either party could walk away if Lambda "does not timely secure the facility lease." The new amendment goes further: Lambda did not secure the lease by the required date, so the August agreement "is currently terminable by either party." The filing does not say what would happen to the committed amount if the deal ends.
Lambda, a GPU cloud provider backed by Nvidia, is a smaller name in Anthropic's supply chain — but the clause matters because Anthropic depends on renting enormous computing power to train and run Claude, and the filing now flags that some of that capacity may never arrive.
Microsoft's floor rises as the total bill grows
The same amendment raises the floor on what Anthropic owes Microsoft. The company has now committed to spend at least $47.2 billion — and up to $49.2 billion — with Microsoft between November 2026 and June 2033, regardless of how much capacity it actually uses. The previous filing put the minimum at $44.9 billion, so the floor rose by $2.3 billion, and a maximum now appears for the first time.
Unlike the Lambda deal, the Microsoft commitment cannot be cancelled, except if Microsoft commits an uncured material breach or fails to deliver specific tranches of capacity.
Overall, Anthropic's aggregate committed spend now stands at about $900.9 billion, up from $895.4 billion in the previous amendment — and about $186.2 billion of it sits behind exercisable termination rights or unmet conditions, such as a supplier securing financing or a facility. The filing also adds a new risk factor warning that some compute providers depend on third-party financing to buy chips and build capacity — and if that financing dries up, contracted capacity could be delayed, repriced, reduced or never delivered.
The IPO clock keeps ticking
The filing changes nothing about the offering itself: Anthropic launched its roadshow on November 10, offering 825 million shares at $70 to $78 apiece under the ticker ANT, in a deal that could raise up to about $64.4 billion, with pricing expected on November 18.
Seven tech giants — Nvidia, Google, AMD, Broadcom, Micron, Microsoft and TSMC — have separately agreed to buy a combined $26 billion of Anthropic stock in a private placement that closes just after the IPO.
For investors, the amendment is a reminder of the two-sided bet at the heart of the listing: nearly a trillion dollars of future computing is lined up, but a meaningful slice depends on other companies' buildings, financing and deadlines landing on time.
