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Why Anthropic is Cracking Down on SPVs

Anthropic made headlines recently by aggressively cutting out SPVs from their current funding round. The AI company went so far as to require all investors to attest to how they're funding their commitments and even significantly reduced allocations for early backers like Menlo Ventures who were using SPV structures in their prior investments. 

Their aggressive stance against SPVs isn't completely unique to Anthropic—while it’s definitely uncommon, it is part of a pattern among the elite of elite pre-IPO high-growth companies that have drawn hard lines against these investment vehicles. 

Before Anthropic, Anduril provided perhaps the clearest example of this shift. During their 2022 Series E financing, the defense technology company had well over five direct on cap table SPVs that I personally had the opportunity to invest in. Fast forward to 2024-2025, and Anduril has completely reversed course. The company now explicitly prohibits SPVs and has warned that any investors discovered using undisclosed SPV structures could have their allocations revoked. And they have been very public about this. 

On the opposite end of the spectrum sit companies like Firefly, Apptronik and among hundreds of others, who have more actively embraced SPV capital into the late rounds of their funding journey. Rather than restricting these vehicles, some issuers have allowed SPVs to comprise significant portions of their financing rounds, demonstrating that not all high-growth companies view these structures negatively.

So Why Do Some Companies Turn Against SPVs?

1. Creating Artificial Scarcity

Companies have learned that controlling secondary market liquidity can actually increase demand for their primary shares. The challenge with SPVs is that they create unofficial secondary markets that are difficult for companies to monitor and control.

Traditional direct share sales must go through formal company approval processes, giving companies visibility and control over who owns their equity. These processes often include rights of first refusal (ROFR) that allow existing investors or the company to purchase shares before they're sold to third parties.

SPVs circumvent many of these controls. Common shareholders are sometimes prohibited from selling their shares directly, and preferred shareholders frequently prefer not to disclose their sales to the company to avoid sending negative signals about their confidence in the business. Selling early can damage relationships and prevent those investors from receiving allocations in future rounds.

2. Information Leakage 

Another issue is information leakage. Each SPV manager essentially becomes another party with access to sensitive company financials, strategic plans, and competitive intelligence, and given that these companies are syndicating allocations, this information is often shared broadly as a tool to solicit capital for their SPVs.

Unlike direct investors who typically have strong reputational incentives to maintain confidentiality, SPV managers often have less skin in the game and weaker long-term relationships with the company. They may be more casual about discussing company details when marketing their vehicles to prospective investors, or less rigorous about implementing proper information security protocols. 

3. Maintaining Cap Table Control and Public Image

Late-stage companies are increasingly concerned about the public perception and complexity that come with multi-layered SPV structures. Social media platforms like Twitter regularly feature screenshots of increasingly complex SPV chains—single, double, and even triple-layer structures with stacked management fees and carried interest.

These complex structures create several problems:

• Loss of control: Companies lose visibility into their actual ownership base when shares are held through multiple SPV layers

• Negative publicity: Complex fee structures and multiple intermediaries can create PR problems and suggest that insiders are trying to extract maximum value from retail and smaller investors

• Administrative burden: Managing relationships with dozens of SPV managers is more complex than dealing with direct investors

• Unwanted shareholders: SPVs can allow problematic investors onto the cap table who the company would never approve directly—including competitors, individuals with poor reputations, or parties with misaligned incentives who could complicate future fundraising or strategic decisions

4. Leverage and Oversubscription

The primary driver behind SPV restrictions often comes down to leverage. When companies have enough demand for their equity, they can afford to be selective about their capital sources. In the case of Anthropic, the company was so oversubscribed that they were able to double their intended capital raise while simultaneously cutting out much of the SPV activity. This level of demand gave them the luxury of choosing only the most desirable investors and investment structures.

Most companies, however, don't have this level of leverage. When fundraising is competitive and demand is uncertain, founders and existing investors are typically more willing to accept capital from any legitimate source, including SPVs.

The Bottom Line

The decision to embrace or restrict SPVs ultimately comes down to market leverage and strategic priorities. Elite companies like Anthropic and Anduril have enough demand for their equity that they can afford to be selective and maintain tight control over their cap tables.

For most other companies, however, SPVs remain an attractive option—and for good reason. As we discussed in our previous analysis of SPV stakeholder dynamics, these structures offer several compelling advantages:

• Speed of Capital Formation: SPV managers can mobilize capital through their networks faster than traditional fundraising processes and with lower diligence thresholds typically.

• Reduced Negotiation Complexity: Working with a lead syndicate manager eliminates multiple direct negotiations and cap table complications. Syndicate leads typically don't require board seats or complex ownership structures.

• Access to Price-Insensitive Capital: Retail and individual investors are often less focused on valuation metrics than institutional VCs, potentially driving higher share prices.

• High-Value Networks: Well-managed SPVs aggregate dozens of accomplished operators—founders, executives, and industry experts—who can provide more diverse value-add than a single institutional fund.

The current crackdown isn't a new story**—it's the same story Anduril started two years ago. And now we’re simply seeing it replicated among the most elite, oversubscribed pre-IPO companies that finally have the luxury of choosing a much smaller set of capital sources—**in this case with Anthropic. For everyone else, SPVs remain a great tool that should be used for efficient capital formation, and I don't see that changing given its advantages for the vast majority of issuers.

If you enjoyed this article, feel free to view our prior posts on adjacent topics 

• Why Syndicate Leads Don’t Survive 

• The Syndicate LP Churn Problem 

• What Really Drives Investment Interest in SPVs

Last Money in is Powered by Sydecar

Sydecar empowers syndicate leads to manage their investments more effectively. Organize, manage, and engage your investor network effortlessly with Sydecar’s management and communication tools. Their platform also automates banking, compliance, contracts, tax, and reporting, freeing up syndicate leads to focus on securing deals and strengthening investor relations. Elevate your syndicate operations with Sydecar.

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✍️ Written by Zachary and Alex