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.
Related Insights
Creating liquidity in private markets is not about better tech like blockchain. The core challenge is one of market structure: finding a buyer when everyone wants to sell. Without a mechanism to provide a capital backstop during liquidity shocks, technology alone cannot create a functional secondary market.
Ultra-late-stage companies like Ramp and Stripe represent a new category: "private as public." They could be public but choose not to be. Investors should expect returns similar to mid-cap public stocks (e.g., 30-40% YoY), not the 2-3x multiples of traditional venture rounds. The asset class is different, so the return profile must be too.
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 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.
Y Combinator's model pushes companies to raise at high valuations, often bypassing traditional seed rounds. Simultaneously, mega-funds cherry-pick the most proven founders at prices seed funds cannot compete with. This leaves traditional seed funds fighting for a narrowing and less attractive middle ground.
The most lucrative exit for a startup is often not an IPO, but an M&A deal within an oligopolistic industry. When 3-4 major players exist, they can be forced into an irrational bidding war driven by the fear of a competitor acquiring the asset, leading to outcomes that are even better than going public.
Contrary to the popular VC idea that IPO pops are 'free money' left on the table, they actually serve as a crucial risk premium for public market investors. Down-rounds like Navan's prove that buyers need the upside from successful IPOs to compensate for the very real risk of losing money on others.
The venture capital paradigm has inverted. Historically, private companies traded at an "illiquidity discount" to their public counterparts. Now, for elite companies, there is an "access premium" where investors pay more for private shares due to scarcity and hype. This makes staying private longer more attractive.
When evaluating a deal, sophisticated LPs look beyond diversifying customers and suppliers. They analyze the number of viable exit channels. A company whose only realistic exit path is an IPO faces significant hold period risk if public markets turn, making exit diversification a key resiliency metric.
The trend of companies staying private longer and raising huge late-stage rounds isn't just about VC exuberance. It's a direct consequence of a series of regulations (like Sarbanes-Oxley) that made going public extremely costly and onerous. As a result, the private capital markets evolved to fill the gap, fundamentally changing venture capital.
