Anthropic tried to crack down on 'nightmare' investment deals. They're still everywhere.

• Anthropic has tried to clamp down on SPVs, or special purpose vehicles.
• Business Insider found multiple examples of SPVs being used to market Anthropic shares.
• SPVs often don't offer shares in the company and come with high fees.

Even as Anthropic has tried to clamp down on a popular investment vehicle, Business Insider found multiple examples of SPVs, or special purpose vehicles, being used to market Anthropic shares.

SPVs, which let investors pool their funds for a single, one-off deal, are generally considered less desirable for hot startups because most companies prefer a direct relationship with investors. While Anthropic permitted SPVs in earlier rounds, as its leverage with investors increased, it started disallowing them last summer, as Business Insider previously reported. The company continued to ban them in its latest $30 billion fundraising round announced Thursday, according to a source familiar with the matter.

One pitch from last month viewed by Business Insider offered Anthropic shares at a $350 billion valuation, the same valuation that marquee firms like D. E. Shaw, Dragoneer, and Founders Fund were offered.

It had a catch: Investors were asked to pay a 10% management fee on top of 10% carry — meaning the sponsor takes 10% of any profits —and they will not receive shares in the actual company; instead, they bought another investor's shares, which is known as a multilayer SPV.

"This is a nightmare," said Kelly Rodriques, CEO of Forge Global, a private marketplace exchange, who reviewed the deal for Business Insider. "My problem with it is the fees and the deception, because the second layer is being done explicitly to hide it from Anthropic."

At least two more SPVs were formed in the last two months to invest in Anthropic on the SPV platform Sydecar, according to SEC filings.

The consequences of unsanctioned SPVs range from the proposed deal being voided and the money returned to investors to federal fraud charges when SPVs are used in fake investment schemes.

Anthropic has never specified the consequences for investors who flip their shares, though another company that disavowed SPVs, Anduril, has. The defense tech company warned that almost all its stock can be sold only if the seller first offers Anduril the opportunity to repurchase the stock or assign shares to a buyer of Anduril's choosing.

"Any attempted sale that does not follow this requirement is void," Anduril said on its site.

A Sydecar spokesperson said SPVs are an efficient way to close private deals, though they can become confusing if terms aren't clearly explained. The company said it doesn't vet or endorse the deals on its platform and, in more complex transactions, requires deal sponsors to confirm they're following the company's rules on share transfers.

SPV 'swindlers' are out there

SPVs are often perfectly legitimate if allowed by the company. They bring the advantage of generally being faster than raising traditional rounds and can be marketed to a wider range of non-institutional investors.

Forge Global offers sanctioned Anthropic shares for fees of around 3%.

"SPVs that are permissioned by these companies are great, and we're huge believers," said Rodriques.

More unsanctioned SPVs have popped up with the demand for hot AI startups. In particular, demand for Anthropic shares has intensified as the company prepares to go public, says Joseph Alagna, founding partner of Buttonwood Funds, which has its largest holding in Anthropic.

"People want to get in before the IPO," said Alagna. "There's such a high demand for these shares, so the swindlers are out there."

Venture firms typically charge investors a 2% management fee and take a 20% cut of profits, amounts they justify by the work it requires to find the next breakout companies.

On the other hand, unsanctioned SPVs often come with higher fees. These fees for SPVs in well-known companies like Anthropic have been widely mocked on X.

Mom-and-pop investors who have FOMO for the hottest startups often do not realize the egregious fees they are paying, or that they are buying stock without the company's knowledge, Rodriques said.

"I absolutely hate multilayer SPVs," he said. "These layers just create other layers of fees and the potential that you don't get the stock at all."

Rodriques said so many multilayer SPV pitches are floating around right now that he recently received one in his LinkedIn inbox for Anduril.

"Somebody solicited me, and I just laughed and said, 'You've got to be kidding me,'" he said.

When asked for comment, an Anduril spokesperson referred to this post by cofounder and COO Matt Grimm last year: "Be very careful with these secondary marketplaces. The market is rife with lies and outright fraud."