Anthropic, the AI company behind Claude, is warning investors that tokenized products that claim to offer access to its private shares may be invalid, escalating a battle over whether limited pre-IPO shares can be repackaged for retailers.
In an updated investor alert page first published in February, Anthropic said any unauthorized sale or transfer of its shares, or any interest in its shares, is void and will not be recognized on its books.
“We do not allow special purpose vehicles (SPVs) to acquire Anthropic shares, and any transfer of shares to an SPV is void under our transfer restrictions. Offers to invest in Anthropic’s past or future financing rounds through an SPV are prohibited,” the company wrote on an updated warning page. “This means that if someone purports to sell Anthropic stock without proper board approval, that transaction is void.”
It added that any third party purporting to sell Anthropic shares to the public through direct sales, forward contracts, “tokenized securities” or other mechanisms is likely to be either engaged in fraud or offering an investment that may have no value due to our transfer restrictions.
Over the past year, several crypto exchanges have created offers for pre-IPO exposure to some of the hottest tech companies on the planet, such as Anthropic, SpaceX, and Polymarket. But not all offers are the same.
Some are synthetic pre-IPO perpetuals, where no underlying shares are necessarily held, and traders simply bet on a reference price tied to a private company’s implied valuation. These instruments may not directly violate a company’s share transfer restrictions because no shares move, but they leave users with a derivative claim instead of equity exposure.
In contrast, products that offer private market exposure through special purpose vehicles (SPVs) or secondary market holdings, such as PreStocks’ tokenized single-asset offering or Robinhood Ventures Fund I, are closer to tokenized private equity exposure.
PreStocks’ terms of service state that buyers receive no equity or shareholder rights in the underlying company, only financial exposure tied to reserve backing. However, it does not specify whether this exposure is delivered through a special purpose vehicle, leaving uncertainty about the exact structure behind its anthropic-linked tokens, which the company says may be invalid.
That model may be more intuitive for investors, but it also runs more directly into the restrictions private companies place on who can buy, sell or hold interests in their shares.
John Montague, a Florida-based crypto attorney, previously told CoinDesk that private companies can challenge these structures.
“I think private companies could also initiate lawsuits alleging that this violates their governance documents, shareholder agreements, investor rights agreements or bylaws,” he told CoinDesk last year. “I see it as the issuer’s right to control the terms of transfer.”
Apart from unauthorized stock transfers, another headache that these markets create for companies is valuation. Tokenized markets can generate eye-catching implied price tags that appear to be legitimate public price discovery, even when the underlying liquidity is relatively small.
PreStocks’ dashboard recently showed that Anthropic had an implied valuation of over $1.5 trillion and a market cap of about $1.37 trillion, despite the platform having about $23 million in total assets.
For private companies that raise capital through negotiated funding rounds rather than public markets, this creates a real narrative risk. Speculative token prices can begin to shape investor expectations and headline valuations beyond the company’s control.
