A Sober Look at SPACs (2020) | Hacker News Reader

A Sober Look at SPACs (2020)

dx.doi.org

135 pointscinntaile112 comments

I invest in SPACs regularly and have made a killing off investing in them. Plain and simple, SPACs are all about hype in terms of how much hype the target company can garner. I only buy pre-LOI SPACs and then consider selling them on the merger announcement or right before the merger completes.

This strategy works because of social media. People go around social media to hype up the company so to a certain extent it is a giant pump and dump scheme but the pumping is done by the collective internet communities on social media.

Typical aspects of the company don't matter. What matters is being able to hype the company. That's why stuff like electric vehicle makers, fintech and clean energy is stuff that everyone focuses on. Right now the average joe strongly believes that electric cars and clean energy are the future so they're more likely to buy into these SPAC companies because they're sold as "the next big thing" even though the reality could be that they're very risky but no one cares about that long-term because we all dump the SPAC shares before the merger completes anyways.

>but no one cares about that long-term

indeed. and i congratulate you on your recent success in predicting the tastes of others who buy equities based on speculative price action. spac management likely makes their decisions largely focused on share price, which i suppose as an equity investor would feel like they have your back. but when you consider the role equity is meant to play in corporate finance, you would concede that in an ideal world management would not pay attention to share price at all, they would be working on making the most money possible using the assets and equity they already had, and then either returning or reinvesting those profits. the equity markets will always have a chaotic bent in the short term, so we should be careful of the ways we let them influence policy. its really a circular dependency if you think about it.

It seems you are implying that this sort of arrangement is fundamentally unhealthy for a market focused on accurate price discovery, and I think that's trivially true.

Some investing incentives are aligned with accurate price discovery, some are not (warren buffet vs a pump and dump).

and dont get me wrong, i am glad all types exist and meet in the market.

what i am implying above is that i view a management team that makes decisions based on share price as about as delusional as one that drinks its own urine for power ahead of important meetings.

Dumb question: how do you decide which SPACs to buy if it's before the LOI and you can't figure out what company they will be hyping?

Not OP but have researched a few. If you're following the hype train as OP suggests, management team is really the only thing you have going for you. SPACs have specific rules about what they can disclose, so they won't be able to tell you in advance which company they'll have as a target. Usually it boils down to the industries the management team has worked in before as well as previous SPACs they may have ran successfully till merger.

Look for SPACs close to NAV and plant some seeds. You can almost consider these cash accounts since they won't go much below NAV pre-merger so there is a window of assymmetric risk. Once a target is in place you can do research and decide if you want to adjust. Not everything skyrockets after target is revealed. Canoo and Utz were less sexy plays that paid off and were easily researchable.

If you're just chasing hype, you buy one of Chamath's myriad of SPACs and trust in his ability to pimp himself at every opportunity.

Can you help me understand what this means? A SPAC has a NAV at IPO that then fluctuates. Are you saying to track the NAV and see if the units (or shares?) are close to that value?

You look at the management team and see if they have potential. For example, a SPAC with a "google executive" would be more desirable over some no-name person. Same for the type of companies they're targeting. An industry like electric vehicle would be superior over a spac targeting ed tech for example.

Are you all in on PSTH?

Effective strategy. It seems your edge comes from 1. learning about SPACs early and 2. identifying which ones will be successful. How do you get #1?

Look at the IPO calendar. Most IPOs are SPACs.

Do you have any tips on good screeners or places to find these SPACs? I've never invested in them yet and don't know too much about them. Are they traded just like regular stocks?

A SPAC is just a stock like any other. If you look for investor videos on YouTube, you'll find the same SPACs being pumped, both in pre-merger and post-merger form. There is also a SPAC ETF ("SPAK") that holds a bunch of them.

Spachero.com

I look for them close to NAV don't like buying much out from there. The current best opportunities I see are, FPAC, TWCT, AACQ. They are priced well and should move when rumours come out. If you want one a little bit riskier but with a potentially sooner payoff, FUSE, rumoured to merge with Money Lion.

If your into options, SPACs with options create some great opportunities for Call Debit Spreads instead of having to buy commons and front the $10 redemption value.

There's also warrants which have more risk. FPAC+ and TWCTW are in my mind the best current warrants.

There is also Units! The best unit play right now I see is COOLU, its due to split soon and you will get one common and 1/3 of a warrant per unit, so buy in multiples of 3.

All of the tickers I mentioned are tech focused and backed by VC firms with a history of successful tech companies and SPACs.

There are a lot of garbage SPACs so you have to be careful.

Overall, your number one source for information should be SEC filings on Edgar. Read the documents there, research the management team, learn what the target payouts are and see who else is buying in.

SPACs are great and should last through the fall, the exchanges are looking at making direct listing much easier though and that will kill SPACs and probably be the move the pops the bubble.

The good thing about SPACs is that you have a focused management team of seasoned investors and you are investing with them and have the redemption price of $10 typically if there is a problem.

Is there a good place to get a feed/alert/calendar on LOIs, announcements and merger completion without a bunch of other noise?

This has been my investing thesis on SPACs as well. While it may be obvious to most investors, comments like this that share the idea will make it harder for me to get in early. Selfish, I know.

I don't know how not to make this a personal judgment, but I hate this shit with a passion.

Edit: For the sake of clarity, what I hate is the amount in which influencers and social media impact the market.

The reason SPACs work has nothing to do with hype. People hype shit on the Internet all the time. There's no insight here.

One reason SPACs work is that Apple, Google, Amazon, Facebook, Berkshire Hathaway and (to a lesser extent) Microsoft are sitting on huge cash piles and not doing acquisitions. For almost a decade. So of course high quality mid-caps are going to be "cheap." So while I appreciate your appeal to stuff that isn't fundamentals, it seems like the imbalance between supply of midcaps and demand for acquiring them would be an opportunity.

Legitimately confused by this claim. These companies all do tons of acquisitions

Honey, for example. It would have been a great SPAC target. PayPal acquired it - PayPal is unusual in acquiring companies with 1-10b valuations. There is opportunity there.

Microsoft last bought LinkedIn - for $22b in cash and stock, that one acquisition is really expensive and definitely not “midcap.” NVIDIA got ARM for $12b cash, $21.5b stock. Also huge.

Facebook is really interesting in this regard because its multi billion acquisitions - Instagram, WhatsApp, Oculus - all had finance people saying they overpaid. Maybe they did overpay! In the sense that if those companies SPAC’d instead, the price the vehicle would pay would be lower - not in some subjective sense if those were or were not good acquisitions, they obviously were.

So if I had the opportunity to bid against Facebook for Instagram or against PayPal for Honey, I would! SPACs let me do that. The curious thing is that Facebook isn’t bidding on those companies anymore - Snap said no and TikTok isn’t possible - so... does that mean Instagram would have been cheaper? That would have been an amazing opportunity.

Otherwise we’re talking about smaller acquisitions. For example, Apple bought a lot of companies that probably chose acquisition because they would have been microcap IPOs and thus not tradable by Robinhood users - and maybe that’s really the flip side of this.

That's from a business perspective. I'm talking about from an investing/speculating aspect of them. One of the reasons why SPACs have become so popular among retail investors is because of hype on social media around them.

You're right midcaps are unfavored and cheap. They are in fewer indices and funds tend not to benchmark against midcaps.

But I don't think this has anything to do with cash piles at large cap firms.

Whenever you have some instrument attacking Wall Street (in this case, the IPO itself), papers come out trying to protect them. This does not mention drawbacks of the IPO the SPAC is getting rid of - the 6-7% investment banking fee, the hassle of doing several roadshows, the near 100% IPO pop due to which the company raises half of what it would have (amounting to a 50% fee so to say which goes into the pockets of institutional investors) amid other things. It is sad that critical reasoning is dead on HN. Nothing is ever purely good or purely bad. An impartial cost-benefit analysis needs to be done which is sadly impossible for someone whose funding comes from the deep pockets of Wall Street and institutional investors.

I have not even begun diving into the benefits of SPACs - some of which are the opportunity for audacious bets like Virgin Galactic holdings which Wall Street would assume to be a loss making company, benefits of PIPEs in SPACs (which would be the topic for a whole new post), the speed of going public.

> It is sad that critical reasoning is dead on HN

What?

> An impartial cost-benefit analysis needs to be done

>I have not even begun

>… Wall Street would assume

It would seem irony is not dead.

Look at the comments below which mention 1 bullet point and do not look holistically at the problem and the solution. I have been finding this to be the case on a lot of HN comments recently

I do not claim to be making an impartial analysis myself. Just putting out some points which have been omitted by the Wall Street-funded academic paper

> by the Wall Street-funded academic paper

citation needed

Good point. Unfortunately, I couldn't find where their funding comes from from a quick cursory search (and I don't just mean the funding for graduate students, or salaries). If anyone could provide details about this, I would much appreciate it

As opposed to the 20% tax free, dilutive!! fee that goes to the SPAC sponsor for a finders fee

The market is telling you what you should be putting your time on and here you are in the comments section envisioning a fake controversy instead

Wall Street underwriters are making tons of money on SPACs: https://www.wsj.com/articles/spacs-rescued-wall-street-from-...

That is a good point but this is temporary. SPAC lords will reduce these margins soon enough. It is in their direct incentive to do so. This is a speculative assertion by me (one that I'm quite confident about), but I'm not sure one can be certain about the future

If you have better or different sources explaining how SPACs work and what their effects are I am all ears.

>An impartial cost-benefit analysis needs to be done which is sadly impossible for someone whose funding comes from the deep pockets of Wall Street and institutional investors.

The link is to an academic paper that literally performs an impartial cost-benefit analysis of SPACs based on publicly available information, and concludes that the way SPACs are currently structured are a pretty crap deal apart from those who are able to get in early.

You mention underwriting fees, and the paper makes a big emphasis to emphasize the implicit costs of SPACs (i.e. all of the dilution) that people ignore.

Also, I'm not sure where the idea comes that SPACs are 'anti-wall street'. The sponsors and investors are some of the largest Wall Street Institutions out there (large Hedge Funds)

However, there are different ways of doing SPACs and the paper mentions a recent SPAC that gets rid of some of the excesses that end up screwing over the post-merger investors

I'm pretty sure "anti-wall street" is just the financial version of "doctors hate him", i.e. clickbait. Last week it was buying into the GME bubble that was marketed as "anti-wall street" and look how that turned out.

The fees and dilution companies take on when doing a SPAC are typically higher than if they had done an IPO. SPACs also can and often do pop up just like IPOs.

When you go with a SPAC you are basically paying more fees in exchange for a faster route to go public and more price certainty. In most cases high flying companies with great numbers are better off doing a direct listing or IPO than a SPAC.

An IPO pop is considered favorable versus the converse. You don't sell the whole company, so you still make money on the non-offered shares and you get an optically desirable price bump that can contribute to further positivity about the stock.

Affirm priced around $12B (but now trades over $25B), yet they only raised about 10% of that. So yeah they left some money on the table but who's to say the stock would have generated such a pop if the IPO had priced higher?

There's a lot of virtue in being long-term greedy, and sometimes that means leaving money on the table.

> Whenever you have some instrument attacking Wall Street [...] papers come out trying to protect them. This does not mention drawbacks of the IPO the SPAC is getting rid of - the 6-7% investment banking fee, [...] the near 100% IPO pop due to which the company raises half of what it would have (amounting to a 50% fee so to say which goes into the pockets of institutional investors) amid other things.

SPACs have hefty investment banking fees, and, frequently, their own enormous pop. In the case of Nikola, the SPAC sold shares for $10 that traded up to $34 on the first day of trading, a 240% pop, and many other recent SPACs have had large pops. Every effort I've seen to evaluate the costs of SPACs has found them to be at least as expensive as IPOs. How could they not be? SPACs have to do their own IPO just to get started (with hefty fees), then they conduct a merger (with hefty fees), then there may be the sponsor promote, then there's the widely documented fact that most of the cash raised is returned to investors via redeptions, etc.

> An impartial cost-benefit analysis needs to be done which is sadly impossible for someone whose funding comes from the deep pockets of Wall Street

You literally wrote that in a comment on a paper doing an impartial cost-benefit analysis which was not funded by Wall Street.

Whatever advantages SPACs have, or may have in the future, the ones happening today are very expensive.

I didn't know a great deal about SPACs, but it looks like the real winners are the initial Sponsors and IPO investors, while the losers are the suckers who pay shares after the SPAC merges with the target company.

Let's examine how convoluted the SPAC process is. First, a SPAC raises money through an IPO that it will use to merge with a target company. Then, when the SPAC finds a target and proposes a merger, many of the initial IPO investors redeem their investment at a handsome guaranteed return....so then the SPAC has to go out and raise more money through private placements?!?

What?! Isn't the whole point of the SPAC to raise funds to complete the merger?

As a rule of thumb, the more convoluted things get in finance, the more nefarious the intentions

>As a rule of thumb, the more convoluted things get in finance, the more nefarious the intentions

Many years ago, the quote I heard went something like, "There are only 3 real asset classes: Equities, Fixed Income, and instruments designed to make money for Wall Street. Colloquially known as Stocks, Bonds, and Bullshit."

Such an underrated comment !! +1

what’s the difference between equities and stocks?

Equity is an asset class. It includes stocks for sure, but holdings in index funds, ETFs, private equity investments, venture capital are also examples of equities.

index funds (of stock), private equity investments (generally stock), and vc equity investments (of private stock) are all also “stocks”.

One of the worst aspects of a SPAC is that it's essentially a grab-bag purchase since even once you know the company being bought, you still don't initially know whether it's a good investment. This is true even if you're somewhat familiar with the business. 23andMe for instance, is currently SPACing, and though you might've heard about the company before, it's still unclear how profitable it really is or how much growth we should expect from it.

S-1s really matter. WeWork is a perfect example of a seemingly successful company that was forced to reveal its failings before hitting the public market. If it SPACed instead, many investors would've likely bought it due to name recognition and found their money was now tied to a failing business model.

To be fair, the typical IPO process doesn't have too much to admire either. It ironically leaves the public out of the actual initial offering, walling off much of the initial growth of the share price (unless it’s a super-star stock which balloons once it hits the public market--which they rarely are). More companies doing direct sales is a welcome change.

> One of the worst aspects of a SPAC is that it's essentially a grab-bag purchase since even once you know the company being bought, you still don't initially know whether it's a good investment.

Yeah, and you also don't really know if it will go through. What happens when a SPAC claims to be merging with the company but the deal never materializes?

It feels like a weird system of gambling instead of investing in that sense.

SPACs usually have a clause in them that the money is refunded to the shareholders if it fails to complete an acquisition by a certain target date. The expenses of running the fund come out of the initial investment put up by the SPAC's sponsors, i.e. the folks who create the SPAC make the public investors whole and eat the losses themselves. This is why there's a de facto floor of $10 on pre-merger SPAC stock prices. In theory, it's a risk-less investment.

In practice, the SPAC sponsor ends up acquiring a sub-par company and taking it public regardless. If they don't, they lose all of their initial investment, yet if they do, they have a chance of unloading the shares on the public markets before anyone finds out. I saw a bunch of these when combing though SPAC lists - funds that had < 6 months left on the clock take a chain of nursing homes public, or a chain of used-car dealerships, or other companies that had no business being on the public markets. Then there's a very strong incentive to juice the financials and hide the skeletons so they can get the merger past shareholder vote. Hence the reputation SPACs are getting as vehicles for fraud.

Oh, I hadn't realized that. I think the cases that I was thinking of were just rumors of future SPACs before an official confirmation: https://investorplace.com/2021/02/cciv-stock-no-imminent-luc...

It seems like this leaves a lot of room for bad behavior by insiders.

I don’t know anyone who thought wework was on good financial footing.

it wasn’t about good, it was about how bad

many and possibly most employees were living in a delusion though, that was pretty funny because when I polled them, many didn’t understand any of the financial meme lingo as wall street was making fun of wework for a whole year. So, they didnt get the jokes to even know it was a negative view.

While I won't comment on your other points, I do want to correct you that many SPAC acquisition deals involve a lengthy investor presentation deck that shows historical/projected financials (which are then republished in a more typical/formatted SEC document closer to the proxy vote date of the merger).

Here's 23&Me from the SEC website: https://www.sec.gov/Archives/edgar/data/1804591/000095010321...

See page 34 for summary of financials.

>walling off much of the initial growth of the share price

Almost as if by design

Just one example of why SPACs need to be looked at from a regulatory perspective:

https://www.cnbc.com/2021/02/05/chamath-palihapitiya-backed-...

In short, Clover Health is going public via a SPAC, but never disclosed it was under investigation by the DOJ.

> Clover said it decided it did not need to disclose the DOJ inquiries after consultation with its lawyers. The company did not say what the DOJ’s inquiries were about.

SPACs short-cut disclosure requirements, making it easier for companies to go public without the typical scrutiny that comes with the IPO process.

Not long ago short sellers were claiming Tesla was in trouble with the DoJ over the Model 3. Ended up a big nothing; we don't know if there is any meat here.

https://www.cnbc.com/amp/2018/11/02/tesla-says-doj-and-sec-a...

Yes, very possible there is zero meat to the actual investigation. And very possible it's just the short seller pushing a narrative to drive the price down. But how do we know the truth when there are no disclosures?

As an investor, you should have a right to be informed of investment risks.

An active/ongoing DOJ investigation (even if routine) seems like something investors would need to be aware of to make an informed investment decision.

Chamath first came to my attention last week when he introduced his run for California governor by promising to give everyone free money and cut taxes to zero. He then bought into GameStop stock, pumped it, and sold at the top while many gullible fools lost their life savings. What a shady dude.

Chamath sold GME the day after the purchase and donated the proceeds. The purchase was announced on Twitter after soliciting a community investment idea. The sale was announced the following day on CNBC. Shady it was not, and I don't know how much more transparency you could want here.

He dumped the stock before the supposed short squeeze that was the alleged reason for the price runup.

so what? Countless other people did the same thing, it's a public market.

I invested in one of Chamath’s SPAC plays (not because of Chamath). He is legit as far as I can tell. The company is solid, has an amazing hard tech product and everything has worked out great so far. I have no doubt that everything is honest and that the company will do amazingly well in the next decades. The founders have great track records. This is something like the 4th unicorn the CEO has created and gone public with or exited via buyout. I don’t think he would choose to partner with Chamath if the guy was shady.

Agreed on the shadiness. I think the GME pump wasn't a direct attempt by him to make money (since he donated proceeds), it was mostly a strategy to get publicity and align him with the retail investor crowd on social media so that his next SPAC gets pumped. He was able to pump his CLOV position 10% today for example, using a single Tweet.

what does gullible fools dumping money on GME options have to do with Chamath?

He also fanned the flames of outrage at Robinhood over PFOF, while SPACing a competitor who does the same things he critisizes Robinhood for.[1]

Probably not illegal, but leaves a bad taste. I get the surface-level appeal of this guy's narrative (especially his CNBC appearences), but I don't get the idolatry towards him. He's not some sort of people's hero, he's just another rich guy who sometimes has cathartic rants about other rich people in order to get richer.

[1] https://twitter.com/tysonbrody/status/1355967493089669131

From my observations I think he has the gift of being utterly convincing in the way he speaks while also having a good track record. But only after listening a lot to him I started noticing, that the points he conveys of being the definitive true answer to something start contradicting other things he said earlier.

His track record is for making money, which isn't obviously good for anyone else

There is a category of person for whom wealth is social proof of being worth listening to. Doesn't matter how they got it, this type of person is simply attracted to wealth.

A track record for making money is usually one of the first things people consider when evaluating who to invest along side of.

His narrative pushing feels nefarious to me. I think he is using his new tech podcast (all-in) as a new platform to build a image of a pragmatic do-gooder billionare (to whomever who would buy that shtick), spin a new narrative and test out few ideas like (remove capital gains tax, he running for governorship) for approval.

If GME debacle taught us (again?) anything, it's that markets are moved by narratives. And those raccoons who control the narrative can move the market towards their favour.

Great post on epsilon theory on this https://www.epsilontheory.com/hunger-games/

Sometimes seconds earlier. In his most recent viral interview, he went from "where was this (critical) attitude) in 2008?" to, in his very next sentence, "look who was right about Tesla? not the shorts."

Guess what? For years and years and years, everyone thought "Wall Street" was right, because real estate prices kept going up and up and up and up. People who saw what was happening, like Michael Burry, took an absolute thrashing on their short positions for years because the market refused to correct itself, it just kept going up despite the problems becoming increasingly obvious.

That is not obviously different from the Tesla situation. Chamath sounds like he's cheerleading the exact kind of narrative that he criticized Wall Street for not being critical of. And in any case it's not like the history of Tesla ended last week, so absolutist statements of "right" or "wrong" are nonsense.

https://www.youtube.com/watch?v=XHZl59B6Rc8

For a potentially more accessible version of this, Matt Levine wrote about the paper when it came out: https://www.bloomberg.com/news/newsletters/2021-01-08/money-...

There's also a summary blog post here: https://corpgov.law.harvard.edu/2020/11/19/a-sober-look-at-s...

The Matt Levine article is a great summary, thanks for sharing.

It's worth noting that Matt Levine has a lot of other good writing on SPACs. (And economics in general. To anyone reading this comment, I highly recommend his daily newsletter "Money Stuff", which is where these excerpts come from).

On how SPACs can end up giving more money to banks than IPOs:

"But for another thing, a lot of people are dissatisfied with the process for selling stock; they think that investment banks make too much money and do not have issuers’ interests at heart, and so they are looking for ways to sell stock more cheaply and to cut out the role of the investment banks. And the ways that they have discovered, the methods that they tout to cut out the middleman and free companies from the tyranny of Wall Street banks, all involve (1) hiring Wall Street banks and (2) paying them tons of money. It’s so good!

[...]

Venture capitalists and SPAC sponsors sometimes suggest that this is a way to cut out Wall Street and avoid expense, but that is not true. Not only is the SPAC expensive because its sponsor—the person who sets up the shell company and searches for a target to take public—charges for her efforts, but the SPAC also has to pay banks to do its own IPO. And maybe to search for the target, execute the merger, and otherwise be around to provide banking services. And so, unsurprisingly, banks love SPACs.

[...]

This is really the kind of business you want to be in, the kind where (1) it is so lucrative that your customers are constantly complaining that you make too much money, but (2) when they want to disrupt your business, they come to you to disrupt it and pay you even more money."[1]

Another article mentions that companies sometimes prefer merging with SPACs than having an IPO in volatile markets due to the uncertainty involved in an IPO:

"Compared to an IPO, the SPAC is much less risky for the company: You sign a deal with one person (the SPAC sponsor) for a fixed amount of money (what’s in the SPAC pool 2 ) at a negotiated price, and then you sign and announce the deal and it probably gets done. With an IPO, you announce the deal before negotiating the size or price, and you don’t know if anyone will go for it until after you’ve announced it and started marketing it. Things could go wrong in embarrassing public fashion.

In volatile times, that certainty is worth a lot more, so companies are looking for it.

[...]

There is a problem, a risk: Companies want to go public, but they are worried about the risk of the market collapsing. There is a solution, a holder of the risk: A SPAC will take a company public in a fully sold deal with a fixed price and size, so they don’t have to worry about the market collapsing. There is a price: The SPAC doesn’t take this risk because it is nice, or foolish; it takes this risk because it expects to make much more money than a typical IPO investor. In normal times, the risk is low, the compensation is low, and the tool is not used that much. In volatile times, the risk is high, the compensation is high, and people talk about SPACs a lot." [2]

He then goes on to note that SPACs have their risks too, including the same kind of public embarrassment that an IPO can bring. The share-holders of the SPAC can vote against an announced merger, which happened last year when the investors of the SPAC Far Point decided against merging with the company Global Blue.

"Ordinarily, in a public-company merger, if a board of directors changes its mind like this it needs to pay the other side a big termination fee, but SPACs are just pots of money held in trust for public shareholders so its harder to do that; the Far Point merger agreement has no termination fees. Just as in an IPO, the deal isn’t really done until you get the cash, and while you’re more likely to get the cash in a SPAC merger than in an IPO, there’s still some risk." [2]

[1] https://www.bloomberg.com/opinion/articles/2020-07-30/kodak-...

[2] https://www.bloomberg.com/opinion/articles/2020-07-14/everyo...

I'm reading this to imply that as a general rule of thumb, in recent times SPACs have been a better deal for the company going public than for the SPAC investors. That outsized returns exist but are not the norm.

There was a good resource linked in one of the footnotes that is a much more concise summary: "SPAC Attack: everything a founder or investor should know" https://luttig.substack.com/p/spac-attack-everything-a-found...

99% of SPACs are scam. They really are, because if they weren't going public via an IPO there must be something wrong and if not they had reasons why not to go public, smarter for companies working on government projects etc.

My slightly different look on SPACs:

SPACs are more like Handshake deals.

When two people trust each others, you can save a lot of time and money with a handshake deal. You agree on something, and then (optionally) get lawyers do the paperwork.

I find SPACs similar because investors and the SPAC owners have a mutual trust about smartly using that raised money to bring a great companies public.

You can totally get burned, but personally I trust someone like Chamath to make great decisions. So, in my view, I've got a handshake deal with him where he smartly uses my capital to bring great companies public. It's a win win.

I cannot believe this game hasn't been shut down by the SEC yet.

hahahah.

yes, SEC needs to shut this down. it’s right on their list after punishing hedge funds for shortselling shares that don’t exist. /s

cmon man. it's been explained countless times how short interest could be over 100% without anyone short selling shares that don't exist. if you still don't understand it you are essentially hiding your head in the sand to try to deny reality.

I'd love to see where this has been explained. I've not seen this anywhere.

One such example:

https://www.fool.com/investing/2021/01/28/yes-a-stock-can-ha...

> As an example, take a situation involving four investors. Annie owns shares of GameStop, and Annie and her broker have an agreement that allows the broker to lend Annie's shares to short-sellers. It lends them to Bob, who subsequently sells those borrowed shares short in hopes that GameStop's share price will fall.

> An investor named Chris ends up buying those borrowed shares from Bob. However, Chris has no way of knowing that those shares have been borrowed from Annie. To Chris, they're just like any other shares.

> More importantly, if Chris has the same kind of agreement, then Chris's broker can lend out those shares to yet another investor. Diane, another GameStop bear, can borrow those shares and sell them short.

> In this example, the same shares end up getting borrowed and sold twice. The short interest volume these transactions add to the total is twice the number of shares actually involved. You can therefore see that if this happened throughout the market, total short interest would eventually exceed the number of shares outstanding and approach 200%.

Okay, but this still seems like a perversion of market mechanics that should be regulated/banned.

Sort of like fractional reserve banking?

In practice it doesn't make a big difference whether it's banned or not. Stocks almost never have a short-interest above 100%, and the larger the short-interest the less attractive it becomes to join in so there's already negative feedback built in.

> In practice it doesn't make a big difference whether it's banned or not. Stocks almost never have a short-interest above 100%

Except it just happened? This is like arguing for not fixing a really weird state in code. "It's not supposed to be able to get into that state so we just ignore it."

> This is like arguing for not fixing a really weird state in code

That's not a valid analogy. The reason we fix bugs and address code smells is that the cost of doing so is relatively low and the benefit is large from both a tail-risk mitigation perspective and technical debt perspective.

If we're going to go through the rigmarole of passing new regulations in order to solve some problem, the problem should be of sufficient magnitude to justify the associated costs:

(i) The cost of compliance to industry, which would be humongous, since you now need a centralized authority to track who owns the actual float versus the shorted float, and for this information to be communicated between all stakeholders & said authority. Then each stakeholder needs to build internal processes and software around this data to ensure they are compliant.

(ii) The time & financial cost of enforcement and penalties, to both regulators (taxpayer) and industry.

(iii) Possible unintended consequences, such as corporatist corruption of the specifics in order to entrench established interests.

Evidence or reason hasn't been provided that this is even a problem, let alone a problem of any meaningful magnitude deserving of regulation.

> If we're going to go through the rigmarole of passing new regulations in order to solve some problem, the problem should be of sufficient magnitude to justify the associated costs

Agreed.

> Evidence or reason hasn't been provided that this is even a problem

Strongly disagree. I realize there's lots of noise right now, but the signal is starting to shake out in the news.

> let alone a problem of any meaningful magnitude deserving of regulation

This is the interesting part I'm hoping is actually debated. But somehow I don't think it's ever really going to be discussed by the SEC, the same way I feel like 2008 was just a bunch of slaps on the wrist (what happened in 2008 was much, much, much worse than what happened recently with GME to my knowledge and I am not saying they are equivalent).

Putting analogies aside, what I'm saying is that regulating this would be extremely costly to industry and for extremely little (or no) benefit.

Stocks with a short interest over 100% almost never happen, and in the rare case that it does, nobody has provided a sound rationale about why this is a bad thing and not even a good thing. If you think you have a rationale as to why it's a bad thing, please present it.

I tend to lean towards the idea that naked shorting should be allowed and encouraged. I believe we'd have a healthier market with less pump and dumps, since retail won't be able to lock the float on penny stocks and cause a squeeze, because borrow supply would be greater which (i) reduces the cost of borrow, and (ii) allows large institutions to take the other side effectively and maintain efficient pricing.

> I tend to lean towards the idea that naked shorting should be allowed and encouraged. I believe we'd have a healthier market with less pump and dumps, since retail won't be able to lock the float on penny stocks and cause a squeeze, because borrow supply would be greater which (i) reduces the cost of borrow, and (ii) allows large institutions to take the other side effectively and maintain efficient pricing.

Interesting. I'm not sure I agree, but I appreciate the perspective.

i like your optimism, but here is the thing: shorting is not valuable to society. if a company sucks their stock will go down. if it’s a good company their stock will go up.

shorting just puts artificial pressure on the price. it’s a practice that i believe has no place in the market.

the same way that HF trading is just a big scam dressed up nicely. we need things that bring value, not scams

> shorting is not valuable to society.

Why is shorting any less valuable than investing in a stock? You can speculate it will go up or down. Both are bets, both have incentives to manipulate the stock price, and without both you remove a downward pressure that stops stocks from skyrocketing like in 1929 (where a short is what crashed everything).

https://www.cbsnews.com/news/short-selling-evil-or-necessary...

I think the stock market would be much less healthy without shorting than with it.

Chesterton's Fence applies.

(1) Shorting is necessary for the operation of the derivatives market due to the need to hedge Greeks.

(2) Shorting is necessary for market makers to provide quotes on both sides, which is why spreads are so tight.

(3) Shorting is a natural part of any market for a fungible product. We can't short houses (this was Elon's flawed example) because they're not fungible. We can short commodities that are fungible (which includes stock) because it's possible to create a contract where repurchase and return of said commodity by the borrower makes the lender whole. Banning shorting is an authoritarian move which says "an owner of a commodity (gold, silver, stock) is disallowed from arranging a voluntary contract to lend it to someone for a fee".

(4) Shorting is to the benefit of longs that lend stock due to borrow fees, which benefits the lender in excess of the adverse market impact.

(5) Shorting is opt-out. The float owner can prevent their float from being shorted.

(6) Shorting is fundamentally healthy for the capital markets. NKLA was only revealed as a fraud because of an incentive created to find downside possibilities in stocks. If you remove that downside incentive, you get more bubbles because everyone is incented towards hype and promotion.

> Except it just happened?

So what? If there's that much interest in shorting a stock, and it can be done, why not allow it?

fair enough. but if people want to buy the stock at 350$ why disallow it? we either run with the rules or not. you don’t change the rules when the game no longer worked as you want it to work

RH purportedly didn't change the rules, it was unexpectedly large NSCC capital requirements due to an unexpectedly large level of volume on the week.

Right, but this is still a second-order effect of having more than 100% short on a stock and nobody anticipating it. So this is an example of something bad happening from a situation nobody anticipated. Even if it wasn't nefarious do you agree this is a problem?

I mean it's a problem in the sense we want the markets to be "fair" or at least governed by the rules we've set up, aka the SEC, FTC, etcetera. That's what I mean when I say it's a problem. I don't mean this is necessarily an existential threat on our financial system, but do you agree the markets were not working as intended because of this?

Based on what we know now, it seems like Robinhood (and other brokers) should be regulated differently (not that Robinhood was exactly by-the-books before this debacle). They publicly lied about a cash flow problem which alone seems worthy of fraud (I do not see how this could possibly be interpreted otherwise). They were extremely disingenuous about margin calls, and this is important when they are specifically targeting uneducated investors. I realize nobody was expecting this squeeze and expecting Robinhood (or anyone, including Citadel) to have that foresight isn't reasonable. But why not use the power of hindsight to fix this moving forward?

I get how this works but it still doesn't make sense on why i should be able to lend shares that i don't own. The whole idea of shorts in general is kind of messed up. I get shorting is a form of 'Fraud detection', or 'Market stabilization' but betting on a company's failure seems.... not-right.

You don’t only make money if the company fails, but if the market thinks it’s going to succeed at a faster pace than it eventually does. You’re not betting against the company, but the market’s opinion of the company. The alternative to allowing shorting is to only allow stocks to increase in price which is obviously silly.

Okay, Failure might not have been the right word.

Also, my main point was in regard to shorting on borrowed shares. If i'm short a company on borrowed shares I should not be able to further lend those shares out for a short.

But to my secondary point, which seems to be getting the most attention I can only say this. In a pure, utopian world it would be immoral for me to have a vested interest in a company 'Underperforming'. Without Shorting you would not have 'Only an increase in price' - thats silly. There would still be the option to sell your shares and since market dynamics dictates the price of those shares they can potentially fall to zero, thus losing money and if the shares fall enough, you could default on your credit, etc. This mechanism has the same protects a short has against fraud, mismanagement, etc.

The difference here isn't just semantics. If i don't believe in a company, i sell my shares thus lowering the value of the shares (If the market agrees).

Marketplace did an deep dive into SPACs a few days ago: https://www.marketplace.org/shows/make-me-smart-with-kai-and...

Seems like pure regulatory arbitrage to this guy.

Edit: Bonus, it's also a pump and dump scheme!

> A special purpose acquisition company (SPAC) is a "blank check" shell corporation designed to take companies public without going through the traditional IPO process.

https://en.wikipedia.org/wiki/Special-purpose_acquisition_co...

If a "promising startup" uses SPAC money to go from series B to public, that would be a good proposition for the public. Something like 23 and Me after seed round F has already been picked clean even before they enter the public markets!

Has anyone seen a good explanation with graphics on how the money and dilution work for SPACs?

Some good info here, if you follow the links and read the footnotes: https://www.bloomberg.com/news/newsletters/2021-01-08/money-...

I know its high risk... but some of those space oriented SPACs are just so tantalizing, anything to get closer to investing in SpaceX...

Space industry will a money black hole for a while longer IMO. I suppose it didn't really matter to every other disruptive startup so maybe stocks only go up /s

SPAC seems preferable for companies with an inexperienced board or who are trying to hide something from the public before listing their stock.

I imagine SpaceX will eventually go public via more traditional means and there's a good chance it's the first trillion dollar IPO IMHO.

If you want to invest in SpaceX, Fidelity has some funds that are basically S&P500+SpaceX. SpaceX is a small percent of the funds (like 0.5%), but if you were gonna invest in Apple/Facebook/Amazon/Visa anyways that's not the end of the world

None of those space companies are doing anything like SpaceX. You might as well just buy $GOOGL which had a 5-10% stake (probably some dilution now) in SpaceX. Although that value is probably only 1% of $GOOGL so you better hope SpaceX 100x’s for a 2x $GOOGL gain.

a few are being used currently by spaceX for last mile delivery.

Imagine if Elon made a SPAC. I'd invest every penny I had.

Checkout UWMC for a long term SPAC play.

I'm definitely a geek at heart, I misread the title as a sober look at SPARCs!

Reply on news.ycombinator.com