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Initially a 2012 rule for small companies, confidential IPO filings were expanded to all issuers in 2017. This allows large companies to resolve SEC issues privately before public disclosure, reducing the risk of a botched IPO and encouraging more high-growth companies to enter public markets.
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.
For highly-capitalized companies like SpaceX and OpenAI, bankers are designing new IPO structures. Instead of standard 90-180 day lockup periods, they're planning staggered share releases over a longer timeframe to manage immense selling pressure from a large base of private shareholders and prevent post-IPO stock volatility.
In the current market, companies prioritize liquidity and public market access over protecting previous private valuations. A lower IPO price is no longer seen as a failure but as a necessary market correction to move forward and ensure survival.
For high-growth companies, reaching a $100M ARR milestone no longer automatically triggers IPO plans. With abundant private capital, many founders now see going public as an unnecessary burden, preferring to avoid SEC reporting and gain liquidity through private growth rounds.
For trillion-dollar private companies like SpaceX going public, the traditional 90-180 day lockup period is inadequate. The massive volume of insider shares hitting the market at once could crash the stock. Investment bankers are now designing staggered lockup releases to manage this unprecedented liquidity event.
For many large companies today, an IPO's primary purpose has shifted from raising growth capital—which is readily available in private markets—to creating liquidity for early investors and employees. The public offering acts as a valuation marker and an exit opportunity, not a funding necessity.
Counterintuitively, the compliance burden for an IPO increases dramatically with revenue. Companies over $1B face rigorous PCOB compliance, requiring years of building out teams and processes, unlike pre-revenue firms that can go public more simply.
By applying for a national bank charter, fintech Mercury is forced to implement the rigorous financial controls and governance structures—like quarterly financials and audit committees—that are required of a public company. This process serves as a "stealth" preparation, making a future IPO much smoother.
Originally a provision of the 2012 JOBS Act for small companies, the ability to file for an IPO confidentially was expanded by the SEC in 2017 to all companies. This change de-risks the process for large, private tech companies by letting them handle regulatory issues privately first.
The process of going public establishes a clear market price for a company, an act of 'price discovery.' This transparency, combined with the discipline of quarterly reporting, can make a company a more attractive and straightforward acquisition target, as seen with Slack.