This Week in Startups - Emergency Pod! SPAC Overload: Understanding 2021’s unprecedented SPAC market | E1193

Episode Date: April 1, 2021

Check out Jason's SPAC Deck: https://rb.gy/9txa6c FOLLOW Jason: https://linktr.ee/calacanis

Hey everybody, hey everybody. It's another emergency podcast. And today, Blair the Horns, we are going to talk about SPACs. There have been 297 SPACs raised in the first quarter of 2021. Special Purpose Acquisition Corporations. Another way of saying, a fancy way to take, a company, public. There have been 297 of these SPACs raised in Q1. And that's on top of the 248 that were raised in 2020. The average size of a SPAC is about $325 to $330 million. Some are bigger, some are smaller, but putting those numbers together, we've had over 500 SPACs raised in the last five quarters, a year and a quarter. And those in total equal $178 billion at least, probably closer to $200 billion, with a B.

and today on the program we're going to explain to you what spacks are, what companies are spacking, the dangers of participating in spacks and the opportunity, because this is not like buying Disney or Netflix. This is much more like doing what I do for a living, which is investing in private companies that may or may not have product market fit, may or may not have customers. We're going to explain it all and we're going to go through a deck and you're going to be so much smarter if you just stick with us and listen to this episode. Let's get to it.

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SoftBanks Vision Fund. How often do you get a chance to invest alongside top tier firms like that? Not very often. The R-Crowd account is free. Just go to OUR-C-O-W-D.com slash twist. Ourcrow.com slash twist. Okay, let's get back to this epic episode. All right. As we said, there have been a lot of spacks. And they've captured. people's imagination because these companies are frequently really interesting emerging technology companies, whether it's flying cars or going to space for space tourism or 3D printing metal machines. These are really, really exciting technologies and exciting companies, but they are not all created equal. Like anything that has to do with an incentive, and there's a major incentive in

spacks with the promoters who are putting these spacks out there, they can make money from picking the right company and taking a public. These deal makers do pretty well for themselves unless they pick the wrong company. So let's talk about what SPACs are and how you can identify real companies from companies that are, let's say, super speculative. Here on slide two, you can see the total number of listed U.S. companies. As you see, since 1995, we have been headed downward. We had 8,000 publicly traded companies when I came into the industry, late 80s, early 90s, companies went public earlier. They might have $25, $50 million in revenue. They might go public in years four, five, or six.

But then when I started angel investing in the 2010 period, there were about half as many public companies, just over $4,000. What does this mean when there's half as many companies that are traded publicly? Well, these U.S. listed companies, if there's half as many, that means there's half as many to choose from and the capital is condensed into those. which means everybody is going to plow their chips into the same bet, which might be Apple or Tesla or Google, in other words, the best of the best. Companies that have great products, customers who love them, et cetera. What that also means is that those stock prices can become

fully valued. They could become overvalued. People could become super enthusiastic about Apple as an example or Google or Facebook. And they might leave caution to the wind knowing that these companies are not going anywhere. They have huge war chests. But then that means where's the gain? Where's the alpha? How will you make money? Well, if the company is fully valued or in some cases overvalued, which means maybe people are placing a bet that they execute perfectly over the next five or 10 years, you may not be able to make money. Where do people make money? Well, in the private markets, when the companies are just emerging. When I invested in Uber, it was a $5 million dollar company, not $5 billion, five billion, five million. And when people invested in Airbnb, it might have been a five to $10 million

dollar company, then a $300, then a $3 billion, and then ultimately going public and becoming worth whatever became worth $100 billion. So it's good that we're getting more companies out there, but the concern I have is that people may look at SPACs in the same way they look at highly developed companies that have very established products that people are addicted to, like Disney Plus or Netflix or Google or Amazon. You get the idea. What is a SPAC? It stands for special purpose acquisition company. These are also known as blank check companies. A sponsor, we'll talk about what a sponsor is later. Our bestie, Chumap, is the best sponsor in the world, obviously. The sponsor raises a pool of capital in an IPO to bring another company public via essentially

a reverse merger. In other words, they create the Shell Corporation, if you will, the SPAC, and then they go find a company to buy, and they put those two companies together. And then there's a successor company, which comes out the other side. Usually you'll have institutional investors who invest in this. You can think Fidelity or T. Rose Prize or Goldman Sachs, just people who have big chunks of money they want to deploy. Sometimes they're led by high-profile people.

CEOs, investors, Chimoth, Bill Ackman, Reed Hoffman from LinkedIn, Mark Pinkis. Everybody seems to be getting in on this now that Chimoth has made it into a thing. There's another reason why this is happening. There's been so many private companies in Silicon Valley

that are worth billions of dollars and they're considering going public now because the public markets are hot, right? There's a lot of people investing. There's a lot of money being printed in the world. So the money has to go somewhere. And people think the best place to put it is in public equities and high growth companies. That being said, be careful. I'm going to get to that. This was developed in the early 1990s, according to Wikipedia, by an investment bank called GKN Securities. I don't know anything about the origin story here. And I don't think it's particularly important. What you do need to know is what happens. And here on slide five, we'll talk about sort of how this occurs.

The SPAC is listed, and this blind pool of cash is raised by this financial sponsor through an IPO. And then it sort of sits there, and they typically have 24 months. If they don't find a company to acquire, they give the money back. Then the target company is a private company, and it gets combined with the publicly listed operating company, and that creates some value that's generated when it goes public. Pretty simple process, in fact. Here, as we move to slide six, we're going to clear up the pipe versus pipe confusion. If you want to add additional capital into one of these SPACs, you might do what's called the pipe. This is a private investment in a public equity. So this is when an investor gets to buy

stock directly from a public company at a slightly below market price. And this has lighter regulatory requirements than public offerings. It's basically a fast source of funds with lower transaction costs, less paperwork, it's more efficient than doing like a secondary offering where you're offering it to the public. And because the shares are discounted, there's dilution of the current shareholders, right? They're getting a good deal, but they tend to go really fast. This is different than the private company called pipe.com. This is a venture back startup that Chimoth happens to be involved with and also David Sachs is involved with. In fact, they were the lead investors. That's a marketplace for people who are private companies that have ARR, basically revenue that

repeats subscriptions, and they'll sell your subscriptions for the next year. If you have a monthly subscription, you can get that cash now, 90 cents on the dollar, 92 cents in the dollar, 85 cents in the dollar, depending on the quality of the revenue, and then you can deploy that capital and pay it back later. That's just a side to make sure we don't have some confusion here. And these pipes, the private investments in public equity, those often occur alongside of a SPAC. Spack also has some money that's putting in. So there are three ways right now that people go public. a traditional IPO. This is where investment banks underwrite the deal, and they work with hedge funds and mutual funds to give allocations. But you've heard about how inefficient this is. You get this big

first-day pop. You have five times as much demand for the stock, and it gets priced incorrectly. And when they sell those shares, the people who bought the shares early and flipped them, they get that value. So if the shares went out of $20, and they flipped them at $50, they get the $30 gain. That should have been the price that it went public at, right? And this is what Bill Gurley, venture capitalists at benchmark has been talking about over and over and over again. It's that these traditional IPOs misprice all the time and all that money goes to Wall Street and their friends. And it's basically crony capitalism. Direct listings are another way to do this. That's when you don't have a sponsor bank. You just list the equities on the exchange. You don't raise money typically at that

time. Spotify and Slack did this. And everybody gets to sell those shares immediately. Nobody has a holding period. And that's kind of the gnarly thing with a traditional IPO. And a traditional IPO, you go public, and the insiders have to hold their shares, but the people who buy them the first they don't. Completely unfair, right? Like the people were holding Uber and worked at the company for 10 years, or where the angel investors have to hold their shares? And then the people who bought it the first day don't?

Seems weird, right? So maybe I think long term, we might see some solutions like the long term stock exchange, Eric Rees's company, where people buy in and say, I'm going to buy the share, but I agree to hold it for two years, or I agree to hold it for 10 years. I get a discount for buying it that way. That's a whole other innovation that's coming. And, you know, in the direct listing, the algorithm picks the supply and the demand. So people can put in their orders and then they start opening it up for selling.

And if people want to sell, it just trades like a stock normally would. It's a very DIY approach. And I think it's going to become the leading one, I'll be honest, because there's so much private capital around. In a SPAC, you basically have the financial sponsor who raises it. end, it's not that much easier than the other two. And they all take work. But there is a very big difference in the quality of the sponsors. And the sponsors tend to get 20% of the common equity for three to four percent of the investment. And you still have some investment banking fees.

So it's not necessarily cheaper or faster, according to people who do it. It's just a different way of doing it. And some of these sponsors are highly, highly valuable to create a market for stock. You look at Virgin Galactic and Chamat's involvement with that company. You know, Jamath goes on CNBC or he's in the All In podcast and he talks about what they're doing. You know, basically, Chimoth is putting his brand on the line for these companies. It doesn't mean he's going to hit 100. Of course not. But it does mean that you know that that reputation matters to him and he wants to have a long career.

And so I see a lot of people who are kind of washed up or maybe ending their career or coming out of retirement or their celebrity. And then they decide they're going to do a SPAC. And you can know, you know they're just doing it to make the quick hit. They're not going to be at this every year for 10 years. So the IPO pop is what we talked about earlier. And if you look at Airbnb's valuation, they had this massive, you know, lift. The IPO was priced when it was about a $40 billion company. And the first day of trading went up to $100 billion.

This means Airbnb left $4 billion in cash on the table in this 113% surge. Really, the problem here is that the bankers are serving two masters, the company and the investors. And the investors in the company tend to be their reoccurring customer. and the company tends to be a one-time customer. It's kind of like when you're going in real estate, you know, if you're buying a home, they know you're going to buy a home, you know, once every 10 years or 20 years,

whatever it is, and you're going to sell a home once every 10 or 20 years. The other brokers are who they work with all the time. So the brokers are kind of in cahoots. Let's just close this deal however we can. Let's just get everybody to give their concessions and close a deal because we only get paid when we close a deal.

That's kind of the incentive problem with the bankers. They're going to work with those other bankers all the time and the bankers just want to get more product to market. Same could be said of the sponsors as well, and venture capitalists, right? We just want to get more companies out there. But this one-day pop is where the problem is. Now, this is where it gets super interesting.

Spacks were kind of forgotten about in the industry. Nobody was really talking about them. Direct listings became very popular, I think because of Spotify championing them, Google doing their reverse auction back in the day, Bill Gurley talking about all these, this money being left on the table. But as the public markets have gotten hotter

and the IPO window has opened. And many times in my career, the IPO window has been slammed shut and there was no opportunity. Now the IPO window is open. And all these backed up companies are saying, let's get public. So 2017, 34 SPACs,

then 46 SPACs were raised in 2018, 59 raised in 2019, and 248 in 2020. So this is crazy. It was basically cruising between 34 and 59 for three years. So call it a 42, 44 average per year for three years.

Then 2020. hits and what happens? It goes 5-6. It goes 6x and there's 248 of these. And then we're now on pace to do brace for it over a thousand of these in 2021. I actually don't think that's going to happen. I think this is going to slow down because I think there'll be an inventory problem. There might not be enough great companies that want to go out. And we're seeing a high amount of variability in these companies. And that's the key. And we'll talk about that in just a moment. And if we look at recent performance versus the SMP, the SPAC decks, which is just an index of SPACs, was up 70% over the S&P in mid-February,

but since then it's tanked to around 10% below the S&P. In other words, if you're buying into SPACs, you're buying into volatility, you're buying into companies that are very early in their lifecycle. And remember, Jason's rule, if a private company becomes worth over a billion dollars before they release their product or before they have customers, it could be a zero, a fraud, a scam,

you could be getting bamboozled. We'll talk about that rule a little bit more, but it is definitely something that I've seen in my career. So why was there a recent SPAC pullback? Some people are speculating bond yields going up. Maybe people want to be a little more conservative. There could be maybe the retail investing craze from Wall Street bets, Robin Hood, etc.

Maybe that's slowing down. Maybe those folks have less money to place on bets. And maybe there's too many choices to buy. from. In other words, you know, you have three great restaurants on a block and they all have a line out in front of them. And then you go to five and, you know, two of them have a line. And then you go to 12 restaurants and nobody has a line and three of those restaurants are empty. You get the idea. You've seen this before. You know, this is one of the things that Chimatha tweeted about back on March 29th when he said fears of inflation have driven many institutional investors to the hills.

They have been unwinding trades that have worked for decades. In other words, these trades have been working, buying Apple, Amazon, whatever it is. And now maybe they're getting conservative. Maybe people want to have a little more of a cash position. One thing to know is active versus completed SPACs. And active SPAC, that's when it's a shell. They've raised the money. No revenue, no assets, no management team, just a sponsor looking for a deal. And they meet with everybody. And they try to come to terms and take the company public or do this reverse merger, as it were. When it's completed, the sponsor has found a company to acquire, they've merged it with the SPAC, the combined entity is renamed to reflect the underlying business and the ticker changes from the

SPAC's name to the company's name. So desktop metal or, you know, Virgin Galactic may have had some funky name. I think Tramoth came up with an elegant one, IPOA, IPOB, IPOC, other folks, it's just got some weird name that they came up with just to fill out a form. But, you know, after they've been completed, it's a public company now. And the SPAC sponsor may be on the board, maybe not. And if we look at the top completed spacks by current market cap draft kings really started this off that wasn't a chamoisph spec uh but they're worth 24 billion united wholesale mortgage is a 16 billion dollar one quantum scape which is solid state lithium metal batteries for evs is that 16 billion uh clarivate analytics i don't even know 16 billion they sell data and analytics tools open door

we know them uh they're at 12 billion or so so there's been a bunch of these big ones these are pretty big companies, right? But when you look at them by revenue, the revenue numbers might be much lower. Open Door, $2.5 billion, Clarivate at 1.2, SOFI, at 621. They haven't officially finished their merger with IPO yet. But that's three times revenue. If you look at these on slide number 14, they're all in that 2.5, 3, 4 or 5 times revenue. Draft Kings is the only one that's kind of gone supernova, which is 50 times revenue, right? So the revenue is over 500 million, but they're worth 24, 25 billion, depending on the day you look. And their ticker symbol is DK and G.

You can follow that if you like. But it's worth 50 times revenue. So that means that company better be growing at two or three X year every year in terms of revenue. If it's not, how is it going to catch up to that valuation? It's going to be hard, right? And that's one of the things you're always have to take into account when you're looking at valuation.

Not just what times the revenue is this. but what is their growth rate? If a company's growing 10x year over year, oh my lord, well, then you're going to catch up to that valuation. If it's growing 20% year over year, it's not going to catch up to that valuation. It's going to take decades. So in all likelihood, the valuation will come down, or that's what one would expect. If you look at slide 15, you'll see the peak valuations.

Quantum scape was at a $40 billion market cap, currently trading at 16, arrival $20 billion market cat now at 10. Luminar, $14 billion market cap. We'll see where it heads down to. And Nicola, $29 billion market cap, down to $5 billion market cap. So now looking at what's sitting out there, there are some very large spacks.

The biggest is Bill Ackman's mega SPACC. He raised $4 billion. It's crazy. There's the Churchill one for $2 billion, and straight on down the line to social capital, Chumat's holding corps. IPOF is at 1.15 billion. So why do they do different dollar amounts? Because they have different targets, right? So if SpaceX or, you know, pick another large private company wanted to, you know,

Stripe, wanted to use one of these vehicles, they might need a bigger spec. They might want more money when they do this combination. Most specs come out at $10. That's kind of the tradition. It makes it nice and clean. Everybody knows that. But because, I guess, Pershing Square was this big, huge one, they came out at 20. And boy, you know, when they were rumored to maybe going after Stripe or SpaceX, and I don't know if those targets had anything to do with reality or if they were just Reddit, you know, threads where people were wildly speculating, it popped up to like $35 a share. So if you had just bought it at 20 without knowing what Bill Ackman was going to buy,

you would have almost doubled for doing nothing. And this is why people got really excited about specs. Oh, I could just go up 50% of my money for doing nothing. and what could go wrong? Well, what could go wrong is it's now back to $24 a share. So if you did buy at the $35 level went down to $24, you lost almost a 30 year money, and that sucks. And you still don't even know what you bought into because he haven't announced it yet. Nicholas is, I think, going to be the canonical example here. It'll be studied for many, many decades in business schools. But in their first day of trading, this VTIQ SPAC, which was raised in 2018, had an amazing run-up.

And they got up to over $90 a share when they started talking about doing their own F-150 Ford truck competitor to the Badger, I believe it was called. And I had Trevor on the podcast when he was in the $26 range. And he was just, you could tell if you watched that video that he didn't know what he was doing and that he was basically full of, of crap, it was pretty obvious to me. Nothing made sense or very little made sense. And they named the company after Nikola Tesla. After Tesla's been in market, pretty clear what they're doing. They're drafting off of Tesla's massive success and multi-decade lead on them.

And the idea that Trevor could compete with Elon was just ridiculous and sad. But in public markets, people look and say, well, that company's worth $500 billion or a trillion or whatever it is. if this company becomes worth 10% as much, which doesn't seem that hard, well, they would be worth 50 billion or 100 billion. So I'm going to be fine. But short-seller, Hindenberg, released their alleged fraud report when it hit $50 or so, and it was straight downhill from there. And now, if you had invested when it was $90 a share, congratulations, you know, you've now lost the majority of your money. And this is where

it pisses me off a bit. I'll be honest. You know, having a $5 billion market cap after you were trading at, gosh, I don't know what the peak market cap was, but I think it was close to $40 billion. On nothing, literally air. And in their case, hydrogen.

Like, they literally had no product and they became worth $40 billion. And in fact, they allegedly pushed the truck downhill to make it work, one of their semi-trucks that was supposed to be a hydrogen or electric truck. So there was just all kinds of gnarly stuff going on there. And when a market is vibrant and people are excited and

enthusiastic and they have money to spend, whether it's from a stimulus or their gains from Bitcoin or their gains from Uber or Airbnb or putting their money into Apple and Netflix and Amazon, people take more speculative chances. I would look at SPACs and I would think to myself, I'm going to invest in five SPACs and I'm going to make a mistake and two of them are going to be Nicholas and there'll be word zero or Fiskers even worse. Fisker's like a multi-time loser. At least Nicola is a one-time, you know, delusional morons who don't know what they're doing in my mind. That's just my personal opinion based on the interview. I really went away completely unimpressed. So there's some really interesting ones coming up. 23 and me, real company, everybody knows somebody

who's done 23 and me and they'll be going out with the VGAC Acquisition Corporation. This is a legit company I had, Anne Wojecki on the pod. I can't remember which episode that was, but she's the real deal. And we work as much as it's been a total disaster. It looks like SoftBank has cleaned it up and they own 80% of it. And they're targeting a $10 billion valuation as opposed to a 30, 40, 50, 60, whatever billion dollar valuation. And so I think they actually have a really great idea about what they can do with. WeWork and WeWork seems to be a great company post-pandemic when office space is going to be downsized by big companies who embrace work from home or continue to embrace some number of people working from home or maybe having shorter commutes so they live in

Brooklyn don't have to come to Manhattan they live in Manhattan they don't have to go to Brooklyn you get the idea um jocky by the way great guest episode 521 highly recommend you know one of the things I think about is which companies are going to feed into specs because we had a company spec desktop metal uh which we were lucky enough to angel invest in so this is now another route for us as early stage investors to get liquidity. We could sell secondary shares. Our companies could IPO or SPAC or do a direct listing or get bought. There's many different ways they can go out. But if you just look at how many companies are getting minted a year, how many unicorn companies are being minted every year. It's over 100 a year for the last three years. And in 2021,

it's going to be more, I would guess. And so if you just look, you know, the last three years, 2018, 2019, and 2020, we're looking at 400 or so, close to $400 billion companies. If there's 300 spacks sitting out, there's 400 spas, it feels like there's a lot of spacks. And we might be somewhere in, maybe there's 600, 700 private companies worth a billion. I don't know that we have that exact answer. But I'm looking at those two. And, you know, if you look at all these companies value together, according to CB Insights, it's $2 trillion.

And we said at the beginning, there's $170. billion in SPAC, so let's put that at 200 billion. Now, when SPACs merge, they might wind up getting 10% of the combined companies or 20%, and that kind of does some math there. 10% of 2 trillion, 200 billion. 200 billion in SPACs. Maybe we're actually reaching some market equilibrium here and there'll be a SPAC available to every company. And if SPACs can't find, one of the good news is one of the good things about this format is if a SPAC sponsor doesn't find a company in two or three years, they can retire the SPAC and give the money back. You give the money back if you don't successfully SPAC.

So I think it's going to be just fine. That's a wrap. Be careful out there. Do diligence and assume that I would say 20, 30, 40% of your SPACs go to $0 or lose 90% plus of their value and that you're going to have to hold them for a while if you want to see them break out. The people who really made money off of Amazon, Google, Microsoft, all these companies were the second decade holders, you know, or people who didn't sell in the first decade.

If you hold on, sometimes those last two or three double ups can be very significant. Put an all-time chart for Amazon and all-time chart for Netflix up on the screen, and you'll see. And I'll do that right now. If we just look at Netflix stock and I'll maximize it, when you look at what it was trading at in two, you know, we're talking about a dollar or share. in 2002, then getting up to $3 a share in 2008, $60 a share in 2014, and then look what happens.

We're now trading at $521 a share. So if you had that dollar share 20 years ago, it's now 500X. To go 500X, but it was flat. The curve doesn't start to go up until basically 2014, 2015. So if you look back at 20 years of Netflix, You have 15 years of almost no upward momentum, and then boom, it just goes straight to the moon. And I don't want to say stonks go up. I think it's better to say stonks go sideways and then sometimes go up.

And when they do go up, oh my lord, because we have a global market, something that like Netflix works in one or two regions, it's going to work in 100 regions. Something like Google works in two or three regions, it's going to work in 150 regions, unless they're not allowed to operate in that country like China. or North Korea or Russia. So we've seen this movie before. A company goes international. They, the product spreads across the globe, Airbnb, Uber, just go across the boards.

And even, you know, in my private portfolio, a company like Robin Hood or Com, they also have that potential to go absolutely international, be in 10 different, 20 different languages, be in dozens of markets. And that's where the momentum really happens. So I think maybe the best practice is here. You better be careful. when you're out there. And remember my law, my law still stands. If the product has not been released and it has a $1 billion plus valuation, it could be a fraud, it could be going to zero. Be careful.

Be very careful. Magic leap in Florida, Theranos, Nicola Fisker. I mean, the list goes on and and people sometimes ask me, well, about Virgin Galactic, your friend Shabatsu, you don't bring them up in this rule. Well, they actually have a product. And they've taken people to, Sadly, some of the test pilots have died. They have a real product that's gone to space many times. I think they're on the third iteration of the product. And they have deposits, cash deposits from customers. That may not be product market fit to the level of Tesla selling a half million model

threes or something. But it's kind of more like Tesla selling a half million deposits, right, for the model three. So keep that in mind. Being it for the long haul in these cases, and I would say, like cryptocurrency or SPACs or private company investing,

if one of my family members said, I really want to put my money, all of my money into SPACs and crypto and private companies. Like, do you do J-Cal? So I want to be like Pomp, Chamoth, and J-Cal, all in one. You know what I'd say to them?

I'd say, great. Take your 100 percentage points of capital. Give five points to each of those. So 5% private companies, 5% Crypto, 5% Spax. You want to be super aggressive and give 10% to each.

Now you got 30% in really highly volatile stuff that could go to zero so that 30% could go down to three, right? If you just made them each worth $1,000 and it's $100,000, that $30K could go to three. Now, if you hit a Bitcoin or you happen to hit a Virgin Galactic or you happen to hit an Uber, sure, you could look like a genius. But don't put 95% of your money into spags. Don't put 95% of your money into anything unless it's your side.

maybe and your skills in your early in your career. So thanks so much for tuning in. This has been another emergency podcast. Great job to my team on the deck and the research. We'll see you all next time. Bye-bye. This week in startups is brought to you by Our Crowd. Our Crowd helps you invest early in pre-IPO companies alongside professional VCs. If you're interested in investing, you can join Our Crowd for free at OUR-CRO.com slash twist. test.