Is buying and selling short positions in pre-IPO stock next? This fintech startup is banking on it

Even the most sanguine industry observer has to be stunned at times by the pace of dealmaking right now. Not quite halfway through 2021, startups are routinely closing new rounds just months apart and sometimes seeing their valuations triple and even quadruple with every new round.

Maybe they will all become trillion-dollar companies. It’s more likely, however, that they will not, which is where year-old Caplight comes in. Led by Javier Avalos, a former investment banker who recently spent more than three years with the secondaries platform Forge, Caplight is developing tech to enable institutional investors to take long and short private company positions via synthetic, cash-settled derivatives, so whether or not they own any actual shares in certain startups, they can bet on their rise or fall.

Caplight isn’t the first company drawn to the idea. Another young startup in New York, Apeira Capital, is also looking to “short” overvalued startups.  More, Avalos and his cofounder, Justin Moore, a former engineering manager at Forge, could also face competition, from their old firm, for example, as well as Carta, the venture-backed company that makes software to manage equity stakes in other startups.

Still, Avalos thinks he’s on to something. Caplight already has $400 million worth of interest from more than 30 institutions, he says. It also just closed on $1.7 million in pre-seed funding led by Fin VC, with participation from Susquehanna Private Equity Investments, Clocktower Ventures, and Dash Fund. We talked with him late last week to learn more; below are excerpts from that chat, edited lightly for length.

TC: You were at Forge, which helps people buy and sell pre-IPO shares. What opportunity did you see while working there?

JA:  I think what platforms like Forge have done really well is build tech solutions for startup employees, for startup founders, and for the companies themselves, and that’s great. What we’re really focused on are larger institutions who need true liquidity, meaning higher frequency of trading, whether that’s buying and selling option contracts, or entering swap-type agreements. [They need a way] to quickly move in and out of positions, as well as hedge themselves.

Caplight [aims to become the] infrastructure that enables any other fund that is looking to take directional positions in private companies. It’s meant to be the plumbing that connects that fund to a market, but not just the marketplace –all of the infrastructure that comes with that. So holding assets in prime brokerage; being able to quickly settle transactions through clearinghouses; being able to provide [the] data to inform a mark to market to value those contracts.

TC: Even more specifically, what are you offering?

JA: So we [want to] allow institutional investors to hedge their private company stock — to generate income on their private company stock by selling out-of-the-money option contracts, for instance. We also allow institutional investors to take short or long positions [and] we’re doing all of our transactions synthetically, so the underlying shares don’t don’t actually have to move.

TC: Is that private company stock used as collateral or encumbered in any way? Do you need the permission of the startup?

JA: The pre-IPO stock can be used as collateral. It doesn’t always need to be though. The great thing about building a synthetic platform is you can inject liquidity into the market by working with sellers who don’t actually own the stock. If I’m a hedge fund, and I don’t own shares of a pre-IPO company, but I still want to express a short interest — a negative view on that company — I could use Caplight to do that. I’d just need to hold other tradable securities as collateral. That’s part of the beauty of what makes this a marketplace that can have very rapid settlement and execution.

TC: So if a hedge fund wants to go short, it just needs to needs to find another party on your service who’s willing to take that trade? 

JA: What you need is two parties — one who one who’s interested in going short on the name, and another who’s interested in going long on the name. Beyond that, you need a model that helps these parties arrive at not just an agreed-upon valuation of the company today, but also where they’re comfortable striking a contract at some point in the future, and then a methodology for valuation at any point in time in between those two points.What we’re talking about here is a methodology to create a mark to market on what the value of that contract is at any given time between the time you enter the contract and the time you ultimately go to settle the contract. Those are really the three main ingredients that are needed here.

TC: How do you develop this methodology? How automated is it?

JA: We’re in the process of building that out now. There’s quite a bit of work, as you can imagine, that goes into that. And part of the mandate that we have having raised this pre seed funding is to go out and find the best talent to come in and help us with this.

TC: Assuming some of these inputs would include fund-raising announcements, any announced revenues, and where things are trading on the secondary market, what are other inputs might surprise people?

JA: Maybe a less obvious one is that when public mutual funds own private tech companies’ stock, they have to report out on at least a quarterly basis where they’re marking those positions, and that’s all public information. So that’s another alternative data set that we would love to pull into our platform in product form.

TC: Why does your company make sense now versus earlier in time? Does it tie to smart contracts?

JA: Smart contracts are are definitely an enabler. But I think it’s more of a function of where we are in the markets. Forge alone is [ approaching a billion dollars a quarter of volume] and that’s just one platform. When you sum up all the activity, we think there is $20 billion of transaction volume, meaning pre IPO shares that are trading hands each year. For that size marketplace to exist without the ability to have directional bets on top of that, or hedging that is made very easy, it just didn’t make sense to us that hedging and derivative-type transactions don’t exist.

TC: This is a work in progress. In the meantime, what’s to stop Forge or Carta from doing what you’re doing?

JA: It’s something I spend a lot of time thinking about. It goes back to a point that I mentioned earlier, which is that I think Carta and Forge have done a really good job of building tech solutions that serve the companies, and I think a lot of future growth from Carta and Forge and some of the other players is pegged on their ability to develop company relationships. And when you have a lot of [your] growth pegged on building out these relationships — a lot of the valuation that’s being ascribed to Forge and Carta and other secondary platforms is tied their ability to maintain those relationships — to turn around and stand up a marketplace that allows institutions to go short on the same companies that you’re fighting to build relationships with is a direct conflict.

Above, from left to right, Caplight founders Javier Avalos and Justin Moore. For more from this chat, including some of the legal hurdles Caplight has to overcome to operate its business, and how it attracts buyers and sellers to the platform, you can hear our longer conversation here.