The Spectrum of Liquidity

Why "Public" and "Private" Are the Wrong Categories for Thinking About Access to Cash

Bending Spoons went public on Nasdaq on July 1, and the market did not wait around to make up its mind. Shares priced at $29, opened strong, and closed the first day up nearly 40%, valuing the Milan-based acquirer of AOL, Vimeo, Eventbrite, and a dozen other formerly-left-for-dead internet brands at roughly $25 billion.  Roughly 41% of the offering was secondary, meaning existing shareholders sold into the deal rather than the company raising fresh capital.

The stock hasn't sat still since. At around $54 a share, the roughly 59% of the company still held by insiders is worth something like $23 billion on paper. None of it is sellable. The lockup doesn't care what the stock did this week, the shares are worth whatever the market says and accessible to exactly no one holding them until the calendar says otherwise.

That reaction complicates the easy read on this listing. A PE-style operator running acquisition debt and a cost-cutting playbook on fading consumer brands could plausibly have opened soft and needed a quarter or two to earn the market's trust. Instead, demand showed up before the opening bell even finished ringing. Which is a useful reminder that the debut was never the real story. The real story is what happens to the roughly 59% of the company still held by insiders, all of it locked up, none of it tradeable, none of it going anywhere for months.

Every company tells some version of this story on its way through the liquidity gradient. Bending Spoons just happens to be telling it loudest this summer

The Binary Doesn't Hold

The standard framing treats "public" and "private" as a hard line, almost a moral one. Private is illiquid, opaque, slow, a little suspicious. Public is liquid, priced daily, transparent, real.

That line was never accurate, and it is getting less accurate by the quarter. None of that tells you whether you, specifically, can turn your shares into cash this week. A company being public says nothing about whether your stock is one of the ones actually allowed to trade.

Private companies now run liquidity programs on a clock, with pricing discipline that would look at home on a trading desk. Public companies spend their first six to twelve months post-IPO still substantially locked up, trading a float that can be a rounding error against actual ownership. Liquidity was never a switch that flips at the listing bell. It is a gradient that starts at a company's first primary round and, in some cases, never fully resolves.

The Private Side of the Gradient

The progression starts at essentially zero. A Series A employee holding common stock has no market, no pricing mechanism, and usually a right of first refusal that lets the company block a sale even if one somehow materializes. The only realistic exit is years out, contingent on an acquisition or a listing that may never come. This is liquidity in its most restricted form, and it can sit there, untouched, for the better part of a decade.

Primary rounds aren't liquidity at all, they're capital formation wearing liquidity's clothes. Every new round marks the company's value on paper, but the mark is for the new money buying freshly issued shares, not for the employee three years in who wants to buy a house.

Tender offers are where the wait finally starts to shorten, and then, if the company is good enough, starts to repeat. OpenAI employees waited roughly two years between opportunities before the company ran a $6.6 billion tender last year at a $400 billion valuation, letting more than 600 people cash out. SpaceX, before it ever filed to go public, ran its buybacks like clockwork, twice a year, using each one to ratchet its own valuation upward from roughly $210 billion in mid-2024 to $800 billion by the end of 2025, without a single share ever touching a public exchange. Once a company hits that rhythm, the tender stops being an event and starts being infrastructure.

Structured secondaries open up the space between tenders. A market forms for negotiated block sales between individual holders and buyers like PEP, priced off the same fundamentals a public investor would use, minus the ticker to check the price against. This layer tends to appear once enough institutional capital is circling a name that a genuine bid-ask can form on its own, which is usually a sign the company is nearing the top of the private gradient.

Strip sales are the finest-grained layer, where a single holder sells a defined slice of a position instead of the whole thing, often to manage concentration risk while staying in the name for the next leg up. This is where a meaningful share of PEP's own deal flow lives, and it only exists once a company's private market is deep enough to support a partial exit instead of an all-or-nothing one.

The cleanest proof this progression is real, not a chart on a slide, is Stripe. Five employee tenders in, one of its founders said earlier this year that an IPO is, in his own words, a solution looking for a problem. That is not a company avoiding liquidity. That is a company that built its own liquidity engine so well the public listing stopped adding much. Databricks is a step behind on the identical path, having run multiple tenders through a Series L priced at $134 billion, with its CEO saying he would not rule out a 2026 listing while showing zero urgency to force one.

By the top of that climb, a private company running institutional-grade tenders on a predictable schedule, with a structured secondary market layered on top, can look and behave almost exactly like a public float. It just doesn't have the ticker yet.

Not every company's secondary market points the same direction. Airtable priced at $11 billion or more in its 2021 primary round, backed by investors like Silver Lake and Iconiq betting on growth-at-any-multiple. Earlier this year, before any acquirer showed up, its shares were reportedly already trading on secondary markets around $4 billion, the market pricing in a reset the company hadn't yet been forced to acknowledge. Bending Spoons just took it out entirely, an all-cash deal valuing the company at $2.25 billion, including cash on the balance sheet.

That's two markdowns from two separate mechanisms, each landing lower than the one before it. It's the same infrastructure as Stripe and Databricks, just running in reverse: secondaries functioning not as confirmation of strength but as the earliest reliable signal that a primary mark was wrong, arriving well before any acquirer had to make it official.

The Public Side of the Gradient

Listing doesn't end the sequence. It just hands the mechanism to someone else.

The IPO lockup used to mean a single date, 90 to 180 days out, when everything unlocked at once. Sophisticated deals now build in earlier release triggers tied to price or earnings instead, turning one cliff into a staircase.

Insider windows pick up where the lockup leaves off. Even after it lifts, insiders trade only during the periods following earnings, typically pre-scheduled through 10b5-1 plans specifically so the selling doesn't all land on the same Tuesday.

Block trades are the pressure valve for anyone who can't wait for the next open window. A bank arranges the sale off-market, at a negotiated discount to the public quote, moving a large position without the headline print that would otherwise spook the stock.

Full float, the point where the tradeable share count actually approximates real ownership, typically doesn't arrive until a year or more after listing. For a company the size of SpaceX or Cerebras, that means the "public" stock trading today represents a small fraction of the company that will eventually be trading freely.

Case Comparison: Cerebras and SpaceX

Cerebras priced its IPO in May at $185 a share and popped over 100% on debut. Its lockup carries an earnings-linked early release: shares free up two trading days after the company reports the quarter ending September 2026, or 180 days after the prospectus, whichever comes first. Roughly 171 million shares, about five times the size of the IPO itself, become unrestricted at that main expiration. Add a backlog that's nearly 80% concentrated in a single customer, and the setup is a near-perfect illustration of how a triple-digit first-day pop can quietly sit on top of a much larger liquidity event still working its way through the calendar.

SpaceX went public a month later, on June 12, in the largest IPO in history: $135 a share, a $1.77 trillion valuation, and a first-day close that pushed the company past $2 trillion in market cap before the week was out. The float at listing was almost comically thin relative to the company, somewhere around 4 to 5% of shares outstanding, because the base offering floated only about 555 million shares against roughly 13 billion outstanding. Nearly everything else, including Musk's own roughly 6.4 billion shares, stayed locked. The unlock schedule is deliberately staggered rather than a single cliff: a 20% tranche tied to Q2 earnings, smaller tranches through August and September, a price-trigger release if the stock holds 30% above the IPO price, and the remaining 180-day block clearing by early December. Musk's own block doesn't unlock until June 2027, a full year after the company started trading.

Both companies chose a staircase over a cliff, which says something about where deal structuring has moved industry-wide. But the real lesson is scale. Cerebras is putting roughly five times its IPO float back into the market within months. SpaceX priced a deal so enormous that even a fully executed staggered unlock still leaves the founder's own stake frozen for a full year. Same mechanism, almost opposite exposure, entirely a function of how much of the company the IPO actually let out the door.

The Signal

None of these three companies, Bending Spoons, Cerebras, or SpaceX, sit at a clean endpoint labeled liquid or illiquid. Each is technically public now, and each is still working through a schedule that decides how much of the company can actually change hands at any given moment. The listing was never the finish line. It's the point where the liquidity mechanism changes ownership, from something the company controls to something the underwriters and the calendar control, not the point where liquidity itself shows up.

Bending Spoons is proof the mechanism keeps moving even after the ticker shows up. It went public on July 1 and just five weeks later, it used the capital from that listing to solve someone else's liquidity problem entirely, buying Airtable outright in a company with no tender program of its own and no real path to an IPO. The same name that opened this piece mid-gradient closes it a rung further along, no longer just managing its own liquidity but acting as the mechanism for somebody else's.

For allocators, the skill that matters doesn't stop existing at the IPO. It's the same skill on both sides of that line: knowing who can sell, when they're allowed to, and what that timing does to price. The companies worth watching closely are the ones managing that skillfully, whichever side of the public marker they happen to be sitting on.

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RESEARCH DISCLOSURE This article is for informational and educational purposes only. It represents independent thematic analysis prepared by PrePublic Equity Partners ("PEP") and is intended to discuss industry trends and company dynamics in the private markets. This content does not constitute investment advice, a recommendation, or a solicitation to buy or sell any security or investment product. PEP is not a registered investment adviser or broker-dealer. Any offer or solicitation relating to securities will be made only through definitive offering documents to eligible investors. PEP and its affiliates may hold financial interests in companies discussed herein and reserve the right to trade such positions at any time without notice. Private market investing involves significant risk, including illiquidity and potential loss of principal. All data is sourced from publicly available information and has not been independently verified.

IMPORTANT DISCLOSURE This content is published by PrePublic Equity Partners ("PEP") for informational and educational purposes only. It does not constitute an offer to sell, or solicitation of an offer to buy, any security. No such offer or solicitation is made except by means of a confidential Private Placement Memorandum or other definitive offering documents delivered to eligible investors only. PEP is not a registered investment adviser with the SEC or any state securities regulator. Nothing in this article should be construed as personalized investment, financial, legal, or tax advice. All views are the opinions of the author as of the date of publication and are subject to change without notice. Private market and pre-IPO investing involves a high degree of risk, including illiquidity, potential total loss of principal, and reliance on unverified private company data. Past analytical observations are not indicative of future results. PEP and its affiliates, officers, or employees may hold financial interests in companies discussed in this article. PEP reserves the right to buy or sell such positions at any time without notice. PEP does not receive compensation from issuers mentioned in its research. PEP is an independently operated subsidiary of Alumni Ventures, LLC.