Comment by n2d4
4 days ago
Stock dilution doesn't work like that. If a seed investor invests for 5% at a $10mil valuation, and the company goes 10x (ie. a valuation of $100mil), if the company now raises a $100mil Series K, that means the Series K investor owns 50% of the company, and the seed investor got diluted down to 2.5%. However, the new valuation of the company is now $200mil with the cash that the new investor brought in, effectively making the seed investor's investment worth the same.
It's a smaller piece of a bigger pie.
To answer your question, the right question to ask is why go public when you can remain private? Public means more paperwork, more legalese, more scrutiny, and less control for the founder, and all of that only to get a bit more liquidity for your stock. If you can remain private, there really isn't much of a reason to not do that.
An IPO means selling a whole bunch of people, whereas fundraising rounds pre-IPO mean courting a small number of large investors. I think it's partly a sign of the times that there's enough concentrated capital that you can get enough money from private hands to not need to go the IPO route yet.
The private market is getting out of hand, then. I think it makes sense for private companies beyond a certain size to have the same reporting requirements that listed ones do. At these valuations the private market for startups is becoming systemically important.
To some degree, they do -- under SEC rules (Exchange Act §12(g)), private companies with >$10M in assets and 2,000+ shareholders (or 500+ non-accredited investors) have to start public-style reporting. I assume there's some clever accounting to ensure they're not at the 2,000 shareholder cap (perhaps double-trigger RSUs don't count as being a shareholder yet?)
This heavily depends on share classes and preferences. Surely the new investor wants better terms. The issue isn't so much dilution as a preference but added risk of never even getting a payout at all.
> If you can remain private, there really isn't much of a reason to not do that.
With the exception of founders it's better for literally everybody else, more scrutiny, more pressure on c-corp, more liquidity, etc.