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.
Similar to the short-lived direct listing wave, the idea of staying private indefinitely will likely only apply to a handful of elite, capital-rich companies like SpaceX. The vast majority of successful startups will still follow the traditional IPO path to provide liquidity and access public markets.
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.
A company can achieve a public listing without a traditional IPO. The strategy involves first using Regulation Crowdfunding (Reg CF) to raise capital from customers, building a wide shareholder base. With this pool established, the company can then pursue a direct listing on an exchange.
While staying private can offer strategic advantages, particularly for future M&A, the biotech industry lacks a mature private growth capital market. Companies needing hundreds of millions for late-stage trials have no choice but to go public, unlike their tech counterparts.
While many cell therapies rely on complex genetic engineering with viral vectors, Adaptin Bio manipulates patient T-cells without it. This simpler, non-viral process is a strategic choice to reduce costs, speed up manufacturing, and make the therapy accessible to a broader patient population.
The closed IPO window forced many private biotech companies to achieve significant clinical milestones, like Phase 2 proof-of-concept, while still private. This has created an unusual cohort of well-seasoned, de-risked companies with attractive valuations, poised to be highly appealing to public investors.
Unlike in tech where an IPO is often a liquidity event for early investors, a biotech IPO is an "entrance." It functions as a financing round to bring in public market capital needed for expensive late-stage trials. The true exit for investors is typically a future acquisition.
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.
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.