The SPAC structure, which allows early investors to redeem shares before a merger, creates high uncertainty. Because of this risk, any company strong enough for a traditional IPO will choose that route. By definition, this leaves SPACs with a pool of weaker companies that cannot go public otherwise.

Albareo was ready to IPO with strong investor interest in summer 2015, but the market window slammed shut due to external events like the Martin Shkreli scandal. This forced the company into a creative reverse merger, a stark reminder that IPO timing is ultimately dictated by market sentiment beyond a company's control.

The traditional IPO exit is being replaced by a perpetual secondary market for elite private companies. This new paradigm provides liquidity for investors and employees without the high costs and regulatory burdens of going public. This shift fundamentally alters the venture capital lifecycle, enabling longer private holding periods.

In the 1980s, companies like Apple went public early as a fundraising necessity, allowing public investors to capture most of the growth. Today, robust private markets mean companies stay private longer, making IPOs primarily a liquidity event for insiders and VCs, with less upside left for the public.

The traditional purpose of an IPO—raising capital for company growth—is obsolete. Today, companies scale using private equity and only go public to allow early investors and insiders to cash out. This means the public market captures significantly less of a company's early, high-growth phase.

Biotech firms are increasingly using reverse mergers paired with substantial PIPE financings ($200M+) as an alternative path to the public markets. This "IPO-esque" strategy offers speed and efficiency but may trade off the broader investor exposure gained through a traditional, lengthy roadshow process.

To tap into public market investors, Adaptin Bio merged with a 'Form 10' public shell company. This distinct route is not a SPAC as it doesn't raise money in an IPO. Instead, it provides a faster path to becoming a public reporting entity to attract a wider investor base.

Public market investors often have only 90 days to diligence an IPO using the S-1 filing. Crossover investors who engage with companies privately for years develop a deep, historical understanding of the business and management. This long-term context provides a significant informational advantage and allows for higher conviction.

With fundraising rounds closing in weeks instead of months, investors can no longer conduct exhaustive diligence on every detail. The process has become more efficient by treating the current business model as table stakes and focusing limited time on underwriting the core thesis for future, non-obvious growth.