Anthropic, the artificial intelligence company behind Claude, is warning investors that tokenized products that claim to offer access to their private shares may not be valid, intensifying a fight over whether pre-IPO restricted shares can be repackaged for retail traders.
In an updated investor advisory page first published in February, Anthropic said 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 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 past or future funding rounds of Anthropic through an SPV are prohibited,” the company wrote in an updated warning page. “This means that if someone seeks to sell Anthropic stock without proper approval from the board of directors, that transaction is invalid.”
He added that any third party claiming to sell Anthropic shares to the general public through direct sales, forward contracts, “tokenized securities” or other mechanisms is likely engaging in fraud or offering an investment that may be worthless due to our transfer restrictions.
Over the past year, several crypto exchanges have established offerings of pre-IPO exposure to some of the biggest technology companies on the planet, such as Anthropic, SpaceX, and Polymarket. However, not all offers are created equal.
Some are pre-IPO synthetic perpetuals, where underlying shares are not necessarily owned and traders simply bet on a reference price tied to the implied valuation of a private company. Such instruments may not directly violate a company’s share transfer restrictions because no shares are moved, but they leave users with a claim to derivatives rather than exposure to shares.
In contrast, products that offer private market exposure through special purpose vehicles (SPVs) or secondary market holdings, such as PreStocks’ tokenized single-asset offerings or Robinhood Ventures Fund I, are closer to tokenized private equity exposure.
PreStocks’ terms of service state that buyers receive no shares or shareholder rights in the underlying company, only economic exposure tied to reserve support. However, it does not specify whether this exposure is delivered via a special purpose vehicle, leaving uncertainty about the exact structure behind its Anthropic-pegged tokens, which the company says may not be valid.
That model may be more intuitive for investors, but it also relates more directly to the restrictions private companies impose on who can buy, sell or hold stakes in their stock.
John Montague, a Florida-based crypto lawyer, previously told CoinDesk that private companies can challenge these structures.
“I think private companies can also file 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 right of the issuer to control the conditions of transfer.”
Aside from unauthorized stock transfers, another headache these markets create for companies is valuation. Tokenized markets can generate surprising implied prices that appear to be legitimate public price discovery, even when the underlying liquidity is relatively small.
The PreStocks dashboard recently showed that Anthropic had an implied valuation of over $1.5 trillion and a market valuation of around $1.37 trillion, even though the platform had roughly $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 may begin to shape investor and holder expectations at valuations beyond the company’s control.
