Anthropic의 수정된 S-1에 따르면, 350억 달러 규모의 Lambda 컴퓨팅 계약은 이제 취소될 수 있으며, Microsoft에 대한 투자 약정은 상향되었습니다.

Anthropic says its largest deal with neocloud Lambda can now be cancelled by either side. The second amendment to its IPO registration statement, filed Tuesday, says Lambda did not secure the facility lease for their August 2026 agreement by a contractual deadline, so "the August 2026 agreement is currently terminable by either party" [1]. That agreement accounts for about $34.9 billion of the roughly $41.3 billion Anthropic has agreed to spend with Lambda over terms extending into 2034 [1].

Anthropic said neither party had delivered a termination notice as of the prospectus date and that it does "not currently intend to terminate the agreement" [1]. The Nov. 2 version of the filing had described the right to terminate only as a contingency, if Lambda did not "timely secure the facility lease" [2]. The new filing, which also set the $70 to $78 price range covered in our report on the valuation, adds a larger Microsoft commitment and puts a value on the stakes held by Amazon and Google.

**What happened to the Lambda deal**

Anthropic signed Lambda agreements in May, June and August 2026 for compute on Nvidia GPUs, with fees accruing only as capacity is delivered and accepted [1]. The August agreement let either party walk away if Lambda failed to secure the facility lease by a specific date. Lambda missed that date [1]. Apart from that clause, the Lambda agreements can be cancelled only for an uncured material breach, certain other limited circumstances, or, for some agreements, per tranche if Lambda misses delivery milestones [1].

The filing does not name the site. The size and timing match the roughly $35 billion Anthropic-Lambda agreement The Wall Street Journal reported on Sept. 1, which it said would use about 350 megawatts at a data center Hut 8 is developing in Nueces County, Texas, with Nvidia holding the lease, according to Anadolu's account of the report [4]. Nvidia is also an investor in Lambda and its chip supplier [4].

For Lambda, which is private, the deal is a large share of its contracted growth. Lambda was seeking to raise up to $4 billion ahead of a planned IPO, Reuters reported in October, citing The Wall Street Journal [5]. Lambda is one of the neoclouds that also built on Microsoft contracts, which MLQ.ai covered in "Microsoft is renting less AI capacity, and the neoclouds that built on its contracts are exposed." Neither Lambda nor Anthropic has said publicly why the lease was not secured.

**More Microsoft spending, and a $900.9 billion total**

Anthropic's agreement with Microsoft, signed in November 2025, has now been amended through November 2026. Anthropic commits to spend at least $47.2 billion and up to $49.2 billion between November 2026 and June 2033, regardless of usage, up from at least $44.9 billion in the Nov. 2 filing [1][2]. The Google CSP hosting commitment is unchanged at about $121.3 billion through July 2033 [1][2].

The Information reported that Anthropic disclosed roughly $10 billion of new Microsoft and Google cloud commitments through 2033 [3]. The filing does not break out a figure on that basis. It shows commitments signed after Sept. 30 rising to about $105.7 billion from $100.2 billion, mostly data center leases and cloud hosting deals, without naming counterparties [1][2].

Total commitments, including leases not yet commenced and post-quarter deals, rose to about $900.9 billion from $895.4 billion [1][2]. The portion subject to exercisable termination rights or unmet conditions, such as a counterparty securing financing or a facility, fell to $186.2 billion from $213.8 billion [1][2]. The filing also adds an estimate of $150 billion to $175 billion of payments under deals with no fixed dollar commitment, such as additional Google TPU capacity and AMD's Helios systems, which are excluded from the $900.9 billion [1]. The earlier picture is in our report on the first amendment, and other recent deals include the $3.4 billion purchase of Caterpillar gas generators reported by the FT.

**Amazon's and Google's stakes**

The amendment gives exact share counts for Anthropic's two biggest backers. Amazon will hold 1,920,511,218 Class N shares before and after the offering, and Google 1,654,463,134 before and 1,789,598,269 after, once it buys $10 billion of stock in the concurrent private placement [1]. The 135.1 million placement shares are calculated at the $74 midpoint, so Google's count will change with the final price [1]. Class N shares carry no votes but convert to Class A on transfer to an unaffiliated party [1].

Reuters described the IPO as a big windfall for the two companies [6]. MLQ.ai's calculation from the filing's share counts and price range:

| Holder | Class N shares | At $70 | At $78 |

|---|---|---|---|

| Amazon | 1.92B | $134.4B | $149.8B |

| Google (after placement) | 1.79B | $125.3B | $139.6B |

Amazon also holds convertible notes that can convert into another 1,563,617,444 Class N shares after the offering, once an ownership cap allows, worth $109.5 billion to $122.0 billion at the range [1]. Google's remaining capacity under its 2026 note purchase agreement falls to $10 billion from $20 billion as a result of its placement purchase [1].

**Offering costs**

Anthropic estimates $67.7 million of offering expenses before underwriting discounts, including $41.5 million of legal fees, $18.4 million of accounting fees and a $6.4 million SEC registration fee [1]. Business Insider reported that the legal bill will go to firms including Wilson Sonsini and Freshfields [7].