Anthropic’s SPV Problem | The Shadow Market in Pre-IPO AI Shares

Anthropic’s SPV Problem | Why Pre-IPO Hype Is Fuelling a Shadow Market in AI Shares Hot AI valuations, unsanctioned deal structures, and the risks retail investors need to understand

As Anthropic approaches a potential IPO at a reported $350 billion valuation, demand for its pre-IPO shares has surged—and with it, a proliferation of unsanctioned Special Purpose Vehicles (SPVs) that the company has been trying to ban since last summer. These multilayer SPV structures carry steep fees (10% management plus 10% carry in some cases), lack transparency, and may not even deliver actual company shares. For everyday investors caught up in AI FOMO, the risks are significant: from voided transactions to outright fraud. This analysis unpacks the mechanics, the market dynamics, and what investors should watch for.

The Anthropic SPV saga is a microcosm of a broader tension in private capital markets. As AI valuations soar and the gap between private and public market access widens, intermediaries will continue to find creative—and sometimes questionable—ways to bridge that gap. The fundamental question for investors is whether the urgency to own a piece of the AI boom justifies the structural, legal, and financial risks embedded in these deals.

For companies like Anthropic, the challenge is equally real. Maintaining cap table integrity while operating in a market where demand far outstrips sanctioned supply requires more than contractual restrictions—it requires enforcement mechanisms that the private market infrastructure does not yet reliably provide.

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