Rules designed to curb wild projections from the 2020-21 SPAC boom are proving ineffective. Companies in speculative fields like nuclear fusion can make bold, 10-year-plus claims that are impossible to regulate in the short term. This allows them to sidestep the spirit of new rules meant to align SPAC disclosures more closely with traditional IPOs.
The explosive growth of prediction markets is driven by regulatory arbitrage. They capture immense value from the highly-regulated sports betting industry by operating under different, less restrictive rules for 'prediction markets,' despite significant product overlap.
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.
When the IPO window opens, nearly every stakeholder—from bankers and lawyers to VCs and management—is financially motivated to go public. This collective "irrational exuberance" can lead to a rush of mixed-quality companies, perpetuating the industry's historical boom-bust IPO cycles.
Unlike the 2020-2022 bubble, the expected wave of biotech IPOs features mid-to-late-stage companies with de-risked assets. The market's recent discipline, forced by a tough funding environment, has created a backlog of high-quality private companies that are better prepared for public markets than their predecessors.
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.
Responding to criticism of the previous SPAC boom, Chamath's new vehicle structurally aligns sponsor incentives with investor outcomes. The sponsor's 'founder shares' are only earned if the stock price rises at least 50% post-merger, aiming to prevent 'deal is a dog' scenarios where only sponsors win.
Speculation is not an evil byproduct of innovation but its necessary component. Groundbreaking ventures like SpaceX are impossible without investors willing to bet on seemingly crazy ideas. The goal for policymakers shouldn't be to eliminate speculation, but to manage its excesses without killing the innovation it fuels.
Speculation isn't inherently negative; it's the financial engine of innovation. It represents putting capital at risk for uncertain future gains, which is fundamental to groundbreaking ventures like Tesla. The challenge is encouraging productive speculation without letting it get out of control.
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.
General Fusion is going public via SPAC not only to raise capital but to strategically broaden its investor base beyond the "exclusive club" of private VCs. This move aims to democratize investment in a moonshot sector, allowing public market participants to gain exposure to the long-term potential of fusion energy.