Anthropic, the AI company behind Claude, is warning investors that tokenized products claiming to offer access to its private shares may be invalid, intensifying the fight over whether pre-IPO restricted shares can be repackaged for retail traders.
In an updated investor warning page first published in February, Anthropic said that any unapproved 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 permit special purpose vehicles (SPVs) to acquire shares of Anthropic and any transfer of shares to an SPV is void under our transfer restrictions. Offers to invest in past or future financing rounds of Anthropic through an SPV are prohibited,” the company wrote on an updated disclaimer page. “This means that if someone purports to sell Anthropic stock without proper board approval, that transaction is invalid.”
He added that any third party purporting to sell Anthropic stock to the general public through direct sales, futures contracts, “token securities” or other mechanisms is likely to be 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 set up pre-IPO exposure offerings to some of the hottest tech companies on the planet, such as Anthropic, SpaceX, and Polymarket. However, not all offers are the same.
Some are synthetic pre-IPO perpetual securities, in which no underlying stock is necessarily owned, 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 stock transfer restrictions because no stock moves, but they leave users with a derivative claim rather than stock exposure.
In contrast, products providing private market exposure through special purpose vehicles (SPVs) or secondary market holdings, such as PreStocks’ single-asset tokenized offerings 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 economic exposure related to reserve support. However, they do not clarify whether this exposure is provided through a special purpose vehicle, leaving uncertainty as to the exact structure behind its Anthropic-linked tokens, which the company says may be invalid.
This model may be more intuitive for investors, but it is also more directly related to the restrictions private companies impose on who can buy, sell, or hold stakes in their stocks.
John Montague, a Florida-based crypto lawyer, previously told CoinDesk that private companies could challenge these structures.
“I think private companies can also file lawsuits alleging that this violates their governance documents, their shareholder agreements, their investor rights agreements or their bylaws,” he told CoinDesk last year. “I view this as the issuer’s right to control the terms of the transfer.”
Besides unauthorized securities transfers, valuation is another headache these markets create for companies. Tokenized markets can generate eye-popping implied prices that appear to be legitimate public price discovery, even when underlying liquidity is relatively low.
The PreStocks dashboard recently showed that Anthropic had an implied valuation above $1.5 trillion and a market valuation of around $1.37 trillion, despite the platform holding around $23 million in total assets.
For private companies raising capital through negotiated financing rounds rather than public markets, this creates real narrative risk. Speculative token prices can begin to shape investor expectations and headlines about valuations beyond the company’s control.
