---
title: "S-1: what it means · The AI Compute Race · DRYBURGH"
source: https://dryburgh.com/vol1/glossary/s-1
description: "S-1: The registration statement a company files with the SEC before it lists its shares, the prospectus its buyers and lenders read. Chapter 10."
---

# S-1

What does “S-1” mean?

S-1The registration statement a company files with the SEC before it lists its shares, the prospectus its buyers and lenders read. *Chapter 10.*

From *The AI Compute Race*. [Read the book](https://dryburgh.com/vol1#buy)

## Where the book uses it

- [Chapter 10 — The Lender’s Decision](https://dryburgh.com/vol1/notes/chapter-10)Who is lending the money and who bears the loss: the bonds, leases and guarantees behind the largest campuses, and how the paper reaches ordinary retirement accounts.

## Where the record uses it

- Campus [PORTS-Pike](https://dryburgh.com/vol1/ledger/ports-pike)
- Campus [Stargate Milam County](https://dryburgh.com/vol1/ledger/stargate-milam-county)
- Campus [Western Downs Digital Park](https://dryburgh.com/vol1/ledger/western-downs-digital-park)

## Sources that use it

- Anthropic, “Anthropic confidentially submits draft S-1 to the SEC,” announcement published under Rule 135 of the Securities Act, 1 June 2026 (“Today, Anthropic, PBC confidentially submitted a draft registration statement on Form S-1 to the U.S. Securities and Exchange Commission for a proposed initial public offering of our common stock”; “The number of shares to be offered and the price have not yet been set”). [In the Sources](https://dryburgh.com/vol1/sources/company#anthropic-draft-s1-jun26)
- OpenAI, “Confidential submission of draft S-1 to the SEC,” 8 June 2026 (OpenAI said it had recently submitted a confidential draft S-1, had not decided the timing and that “it may be a while”; the notice’s own words are “We recently submitted a confidential S-1. We expect it to leak so we’re just announcing it”, made “pursuant to Rule 135 under the Securities Act of 1933”; it gives no submission date beyond “recently”, no share count, no price and no underwriter); Yahoo Finance, “OpenAI may delay blockbuster IPO to 2027,” 25 June 2026 (attributing the 2027 possibility to *The New York Times*, whose own report is at neither address here). [In the Sources](https://dryburgh.com/vol1/sources/company#yahoo-ipo-delay)
- Anthropic, PBC, Form S-1 registration statement, filed 26 October 2026 (accession 0001628280-26-067168; a preliminary prospectus, subject to completion, with the offering price and share counts blank; consolidated statements of operations: revenue of $4,585 million, compute and infrastructure expense of $7,326 million and an operating loss of $(8,060) million for 2025, audited, and revenue of $16,286 million and an operating loss of $(693) million for the six months to 30 June 2026, unaudited; quarterly results: operating income of $974 million in the quarter to 30 June 2026; the notes to the statements: “Substantially all of cost of revenue consists of compute and infrastructure costs associated with customer-serving workloads,” and research and development expenses “primarily consist of compute and infrastructure costs associated with model development, research, and internal usage workloads”; commitments: “we committed to spend an aggregate of at least $110.0 billion between May 2026 and April 2036, regardless of actual usage” with Amazon, “non-cancelable except in the event of Amazon’s uncured material breach”, and with Nscale “up to approximately $44.6 billion over terms extending into 2033, with fees accruing only as capacity is delivered to and accepted by us”; total non-cancelable contractual commitments of $54,559 million at 31 December 2025 and “approximately $265.6 billion” at 30 June 2026, unaudited, and leases not yet commenced of “approximately $50.2 billion and $321.4 billion, respectively” at the two dates; the public benefit fund: “we contributed 846,840,960 shares of our Class N common stock, representing 5% of our fully diluted shares as of June 30, 2026”, the issuance approved by the stockholders in October 2026 per the subsequent events note; legal proceedings: the Bartz settlement of $1.5 billion “approved by the district court in July 2026”, and of the San Francisco case against the Department of War, “The defendants filed a notice of appeal of the preliminary injunction.”; operating expenses by function: cost of revenue of $2,773 million in 2025 and $2,380 million in the six months to 30 June 2026, research and development of $6,338 million and $9,741 million, and sales and marketing expenses that “primarily consist of channel partner costs, marketing and advertising, personnel-related costs, compute and infrastructure costs associated with providing free access to the Company’s intelligence service”; the cash flow statement: depreciation and amortization of $40 million in 2025 and $97 million in the six months; indebtedness: “As of June 30, 2026, our total indebtedness was $6.2 billion, reflecting the aggregate principal amount outstanding under the convertible promissory notes issued to Amazon”; the non-GAAP measure: “We define Adjusted Operating Income (Loss) as operating loss excluding (i) stock-based compensation expense, (ii) non-cash charitable contributions, and (iii) the Bartz settlement.”; governance: the Class T directors “who together will constitute a majority of the authorized members of our board of directors”, “Class T common stock has no economic rights.”, the Long-Term Benefit Trust “an independent body of five financially disinterested voting” trustees, “Of the five authorized seats for Trustees, one is currently vacant.”, “We provide funding to the LTBT, which holds all of our Class T common stock”, “Each Trustee receives annual cash compensation of $400,000 for their service as a Trustee.”, “Trustee compensation will not vary with or be conditioned upon the profits or any action or inaction of our company.”, and a single share of Class F common stock to be issued immediately before the offering to the Founder LLC of the seven co-founders, “entitled to an aggregate number of votes that equals 50.1% of the total voting power”; the Broadcom leases: “five-year master equipment leases with Broadcom”, entered by two special purpose subsidiaries, “the obligations of which are guaranteed by Anthropic, PBC, and such obligations are secured by the leased equipment”, and “In the second quarter of 2026, Broadcom assigned a portion of its rights under one of the master equipment leases to another third party.”; government revenue: “Revenue from government agency contracts represented, in aggregate, approximately 1% of our revenue in each of the periods presented in this prospectus”; export controls: “in June 2026, the U.S. Department of Commerce imposed worldwide export restrictions on our Fable 5 and Mythos 5 models”, re-deployed “after we updated our safeguards in coordination with the U.S. government and our industry partners and once the U.S. Department of Commerce lifted its restrictions”; the Department of War case: in February 2026 “the Secretary of War directed the Department of War to designate Anthropic as a ‘supply-chain risk to national security’”, “On March 4, 2026, the Department of War sent us two letters”, and “We filed a petition for rehearing en banc asking the full D.C. Circuit to review the panel’s decision.”; the founders’ letter, in the page images: “We have also committed to keeping Claude free of advertising.”; the public benefit fund’s further framework, “up to an additional 2% of our then-outstanding shares” at the board’s discretion at share-price milestones “beginning with our initial public offering price”; the SpaceX arrangements: “we agreed to spend an aggregate of up to $120.5 billion over terms extending into 2029, consisting of approximately $3.1 billion in the aggregate per month once all capacity has been delivered, which we expect in December 2026, with different fees during capacity ramping periods”, no count of GPUs stated; and of the Amazon commitment, “If our actual spend falls short, we must pay Amazon the difference as a true-up subject to certain adjustments and exceptions if available.”; the listing: “We have applied to list our Class A common stock on the Nasdaq Global Select Market under the symbol ‘ANT.’”; and the risk factor on indices: “our multi-class capital structure may make us ineligible for inclusion in indices, and as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track these indices would not invest in our stock”; the Infrastructure Partner 2026 NPA with Broadcom, p. 171 and the notes-payable table: Anthropic ‘may issue, if needed, convertible promissory notes solely to finance quarterly rent obligations under the 2026 Lease Arrangement’, $42.0 billion of principal available and none issued at 30 June 2026, at 9.00% per annum, ‘Interest on the notes is paid in kind by capitalizing accrued interest into principal’, convertible at the holder’s election at 90% of the 30-day trailing volume-weighted average price of the Class A stock, and ‘Any notes issued during a period in which certain revenue performance conditions are not met bear interest at 13.00% per annum and convert at 85%, rather than 90%, of the applicable price’; Broadcom may assign the NPA to a designated financial partner ‘subject to our consent (not to be unreasonably withheld)’; the third quarter’s revenue filed as a ratio, the figure itself blank: ‘our revenue for the three months ended September 30, 2026 was 86 times our revenue for the three months ended December 31, 2024’, and ‘our revenue increased from $197 million for the three months ended December 31, 2024 to $ for the three months ended September 30, 2026’, about $16.9 billion by multiplication; on the model classes: “Mythos runs with safeguards calibrated for vetted organizations and individuals doing cybersecurity and life sciences work, and is available through our trusted-access programs, including our Cyber Verification Program”), (p. 171, the SpaceXAI Arrangements, ‘up to $120.5 billion over terms extending into 2029’: ‘Following initial non-cancelable periods ending in January 2027 and March 2027 under the respective agreements, each agreement may be cancelled by either party upon 90 days’ advance written notice’; beside Microsoft’s ‘at least $44.9 billion between November 2026 and May 2033, regardless of actual usage’ and Google’s ‘at least approximately $114.5 billion between April 2026 and July 2033, regardless of actual usage’, each ‘non-cancelable except in the event of’ the cloud’s ‘uncured material breach’; p. 136, Compute Efficiency: “We train and serve Claude natively across four major chip families” ‘AWS Trainium, Google TPUs, NVIDIA GPUs, and AMD GPUs’ “using a proprietary orchestration layer that enables us to optimize workloads for price and performance”; p. 171, of Microsoft: an agreement of November 2025 “which was subsequently amended in February and October 2026”, non-cancelable “except in the event of Microsoft’s uncured material breach or, on a per-tranche basis, for undelivered tranches”) [In the Sources](https://dryburgh.com/vol1/sources/filing#anthropic-s1-oct26)
- CoreWeave, Inc., Form S-1, filed 3 March 2025 (active power approximately 10 MW at 31 December 2022, more than 70 MW at 31 December 2023 and more than 360 MW at 31 December 2024, with approximately 1.3 GW contracted; useful life of technology equipment changed from five to six years on 1 January 2023; projected average cash payback on GPU investments about 2.5 years on contracts in place at 31 December 2024; no lease arrangements with residual-value guarantees; DDTL 2.0 contract coverage of 1.4x or more as of each quarterly payment date and mandatory repayments tied to projected cash flow; DDTL 2.0 advances sized as a percentage of the depreciated purchase price of GPU servers with the margin set by the applicable customer’s credit rating — 6.00 percent specified investment grade, 6.50 investment grade, 13.00 non-investment grade; accession 0001193125-25-044231; MD&A p. 99 (“collateralized with the assets underlying the contributed contracts and the pledged contractual cash flows, generally from investment grade counterparties”), p. 118 (the margins by customer credit quality), pp. 200–203, availability “based upon the credit rating of the applicable customer” and the contract coverage ratios). [In the Sources](https://dryburgh.com/vol1/sources/filing#coreweave-s1-2025)
- Holtec Nuclear Corporation, Amendment No. 2 to Form S-1, Registration No. 333-297395, filed 8 September 2026 (Palisades’ power purchase agreements of September 2023 with Wolverine Power Supply Cooperative and Hoosier Energy Rural Electric Cooperative, the Buyers, who “collectively agree to take all power generated by the existing pressurized water reactor at the Palisades plant”; each with an initial term of 28 years; the registrant is Holtec Nuclear Corporation, a holding company formed on 16 December 2025 with no assets or operations before the reorganisation tied to the offering, and the filing describes the business as conducted through Holtec International, which published the account of 21 September 2026; on Palisades’ own date: “We are on track to restart the Palisades Nuclear Power Plant in Covert, Michigan in 2026 under the supervision of the NRC and INPO” and “We expect to return the Palisades Nuclear Power Plant in Michigan to service in 2026”; “our existing PPAs for the Palisades site require the site to be in-service by March 2027. If the site is not in-service by that date, we and our counterparties each have the right to terminate the applicable PPA”; Crane and Duane Arnold “are expected to follow”, undated). [In the Sources](https://dryburgh.com/vol1/sources/filing#holtec-s1a-sep26)

And 19 more: [search the Sources](https://dryburgh.com/vol1/sources).

## Related terms

- [Prospectus](https://dryburgh.com/vol1/glossary/prospectus)
- [10-K, 10-Q](https://dryburgh.com/vol1/glossary/10-k-10-q)
- [Backstop](https://dryburgh.com/vol1/glossary/backstop)
- [Basis point](https://dryburgh.com/vol1/glossary/basis-point)
- [Beignet](https://dryburgh.com/vol1/glossary/beignet)
- [Bridge loan](https://dryburgh.com/vol1/glossary/bridge-loan)
- [Convertible](https://dryburgh.com/vol1/glossary/convertible)
- [Coupon](https://dryburgh.com/vol1/glossary/coupon)
- [Covenant](https://dryburgh.com/vol1/glossary/covenant)
- [DDTL](https://dryburgh.com/vol1/glossary/ddtl)
- [Debt-service coverage](https://dryburgh.com/vol1/glossary/debt-service-coverage)
- [ETF](https://dryburgh.com/vol1/glossary/etf)

From the glossary of The AI Compute Race.

- [Campuses](https://dryburgh.com/vol1/ledger)
- [Tests](https://dryburgh.com/vol1/tests)
- [Scorecard](https://dryburgh.com/vol1/scorecard)
- [Data](https://dryburgh.com/vol1/data/releases)
- [Chapter by chapter](https://dryburgh.com/vol1/companion)
- [The record at a glance](https://dryburgh.com/vol1/observatory)
- [The machine](https://dryburgh.com/vol1/machine)
- [One campus, four futures](https://dryburgh.com/vol1/hyperion)
- [Glossary](https://dryburgh.com/vol1/glossary)
- [People](https://dryburgh.com/vol1/people)
- [Sources](https://dryburgh.com/vol1/sources)
- [Notes](https://dryburgh.com/vol1/notes)
- [Where the book was wrong](https://dryburgh.com/vol1/corrections)
- [Where its sources were wrong](https://dryburgh.com/corrections?book=vol1)
- [The Paper](https://dryburgh.com/vol1/paper)
- [Consent](https://dryburgh.com/vol1/consent)
- [Who builds and pays](https://dryburgh.com/vol1/parties)

*The AI Compute Race: Five Races, One Machine* is a book by Lee S. Dryburgh, the first volume of THE COMPUTE ECONOMY, published by Dryburgh, an imprint of Contestra OÜ, Tallinn, Estonia; its record closes on 8 November 2026.

[About the book](https://dryburgh.com/vol1)[Tell me when it is out](https://dryburgh.com/vol1#notify)