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In Episode 70, Lucas and Luna break down how founders of SPAC-merger companies are using earnout provisions to recoup value when their stock trades below the trust price post-de-SPAC. They examine the mechanics of earnout milestones—stock-price targets, revenue thresholds, and time-based triggers—and walk through real-world examples like a recent EV SPAC where the founder clawed back millions after shares tanked. Lucas explains why earnouts are becoming standard boilerplate in SPAC merger agreements, how they differ from traditional M&A earnouts, and what happens when milestones aren't met. Luna brings data on the percentage of de-SPACed companies trading below $10 and how earnout structures have evolved since the 2020-2021 SPAC boom. The episode also touches on the broader June 2026 market environment, where the NASDAQ is down 7% in five days and growth stocks are getting hammered, making earnout protection more critical than ever.
#SPAC #Earnout #FounderLiquidity #DeSPAC #IPO #MergersAndAcquisitions #VentureCapital #StartupExit #Business #Finance #Technology #LucasAndLuna #FexingoBusiness #BusinessPodcast #EVSPAC #StockPriceTargets #MilestonePayments #TrustPrice
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In Episode 69, Lucas and Luna explore how a small but growing cohort of late-stage founders are unlocking pre-IPO liquidity by monetizing their company's tax receivable agreements (TRAs). With specific attention to the recent secondary block trade boom referenced in prior episodes, Lucas explains how TRA monetization works by walking through a real-world structure involving a $2.1 billion TRA at a cloud infrastructure firm that went public via direct listing in Q1 2026. Luna presses on the risks — from IRS recapture provisions to the complexity of finding institutional buyers for these bespoke assets. The conversation is anchored in the current market context: the S&P 500 is down 4.2% over the past week, and the IPO pipeline is sluggish, making pre-IPO liquidity more urgent for founders. Lucas cites the recent 11% drop in Palantir's stock (trading at $119.50 as of this morning) as a cautionary tale for founders who wait too long. No hype, just the mechanics.
#TaxReceivableAgreement #TRAMonetization #PreIPOLiquidity #FounderExits #DirectListing #SecondarySales #FounderLiquidity #IPOAlternative #BusinessPodcast #Finance #StartupExit #FexingoBusiness #LiquidityEvent #NOL #TaxStrategy #Palantir #S&P500 #PrivateEquity
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Episode 68 of The Startup Exit Podcast explores how founders are using company-run tender offers to cash out pre-IPO without selling in the secondary market. Lucas and Luna break down the mechanics of a tender offer—how it differs from a standard secondary sale, why it gives founders more control over pricing and timing, and how it affects the cap table. They reference Palantir's 11.2% drop over the past five days as a cautionary tale for founders who wait too long, and note that pre-IPO tender offers have become standard practice at companies like Stripe and SpaceX. The hosts also discuss the tax implications, including the difference between a qualified and non-qualified tender event, and how the 2026 regulatory environment under the SEC is shaping these liquidity events. A practical, concrete look at a tool every founder should understand before their exit.
#TenderOffers #PreIPO #FounderLiquidity #StartupExits #IPO #SecondarySales #CapTable #Palantir #Stripe #SpaceX #SEC #TaxPlanning #Business #Finance #FexingoBusiness #BusinessPodcast #StartupExitPodcast #FounderWealth
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In episode 67 of The Startup Exit Podcast, Lucas and Luna drill into one of the most consequential moments for any founder going public: the hours and days after the first trade. They walk through how founders can use the IPO pop not as a celebration metric but as a structural tool — using margin loans, exchange funds, and charitable remainder trusts to lock in gains while deferring tax and maintaining exposure. Anchored to recent IPO dynamics and the current market volatility (Apple up 2.4% in a week, Meta up 1.9%, Shopify flat), they explore why the first 48 hours after listing are when wealth gets preserved or squandered. Expect real numbers, real mechanics, and a conversation that treats the listener like an operator, not a spectator.
#IPO #FounderLiquidity #PostExitWealth #MarginLoans #ExchangeFunds #CharitableRemainderTrust #IPOpop #WealthManagement #StartupExit #LiquidityEvent #TaxStrategy #Business #Technology #FexingoBusiness #BusinessPodcast #FounderWealth #CapitalStack #ExitPlanning
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Episode 66 of The Startup Exit Podcast dives into earnouts—the contingent payment structure that acquirers and founders use to bridge valuation gaps. Lucas and Luna break down how earnouts work, why they're increasingly common in tech M&A, and the risks founders face when their exit payout depends on hitting future milestones. They use the recent $2.3 billion acquisition of a private AI company as a case study, where 40% of the deal was structured as earnout tied to revenue targets. Lucas explains the negotiation leverage points, the common pitfalls like sandbagging, and the importance of earnout protection clauses. Luna brings data showing that earnout deals have increased 30% year-over-year in 2026. They also discuss how founders can use earnouts strategically to align incentives with acquirers while protecting downside. Relevant for any startup founder or operator approaching an exit.
#Earnouts #StartupExit #MergersAndAcquisitions #FounderLiquidity #ValuationGap #TechM&A #DealStructure #AcquisitionStrategy #Business #Finance #StartupFounder #ExitPlanning #ContingentPayment #RevenueTargets #EarnoutProtection #Alignment #FexingoBusiness #BusinessPodcast
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In this episode, Lucas and Luna dive into how founders are using the 'IPO pop' — the first-day stock surge — to structure their post-exit wealth. With a focus on recent IPO data, they explore strategies like selling into strength, using collar structures, and setting up diversification trusts. The conversation is anchored by the example of a hypothetical founder whose company debuts at $30 but jumps to $45 on day one. Lucas explains how a smart plan can lock in gains while deferring taxes and maintaining control. They also touch on the role of pre-IPO loans and secondary sales as alternative liquidity paths. By the end, listeners understand why the first 48 hours after an IPO are critical for founder wealth planning — and why many founders leave millions on the table by not having a plan.
#IPO #FounderLiquidity #IPOExit #WealthPlanning #IPOStrategicExit #BusinessPodcast #FexingoBusiness #StartupExit #IPOStrategy #FounderWealth #ExitPlan #Finance #Technology #IPOProcess #IPOTiming #EquityLiquidity #IPOWealth #PostExitWealth
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Episode 64 of The Startup Exit Podcast. Lucas and Luna explore the rising trend of founders using margin loans secured against their pre-IPO shares to access liquidity before a public offering. They anchor the discussion on recent data: Airbnb, trading at $142.41, saw its stock pop 7.7% in the last five days, reminding founders that volatility can work for or against a margin loan. The hosts walk through the mechanics—how a lender values restricted stock, typical loan-to-value ratios of 30-50%, and the risk of a margin call if the IPO prices lower than expected. They cite private secondary-market activity and a recent TechCrunch story on Founders Fund's outlier bet to highlight the growing ecosystem around pre-IPO liquidity. Luna questions whether the strategy makes sense for risk-averse founders; Lucas argues it's a powerful tool for those who need cash for taxes, lifestyle, or doubling down on their own company's growth. The episode includes a light donation segment and closes with a reflective question about the trade-off between control and liquidity.
#StartupExit #IPO #FounderLiquidity #MarginLoans #PreIPO #SecondarySales #Airbnb #FoundersFund #LucasAndLuna #FexingoBusiness #BusinessPodcast #Finance #Technology #Entrepreneurship #VentureCapital #WealthManagement #LiquidityEvent #ExitStrategy
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Episode 63 of The Startup Exit Podcast explores a counterintuitive move: founders who sell more shares into the IPO pop rather than waiting. Lucas and Luna examine the data behind this strategy, referencing the recent 19% one-day gain for Roblox as a cautionary tale about timing. They walk through the mechanics of secondary block trades, the role of underwriters in managing oversubscription, and why some founders are now using 'pre-pop' hedging strategies to capture gains before the first trade. The conversation also touches on how the AI boom has shifted IPO dynamics, with reference to Go's Japan IPO in 2026. A focused look at why the biggest wealth destruction for founders often happens after the opening bell.
#IPO #FounderLiquidity #StartupExit #SecondarySales #IPOpop #BlockTrades #Underwriting #PreIPOHedging #FounderWealth #Roblox #GoIPO #AIExit #CapitalMarkets #Business #Finance #StartupM&A #FexingoBusiness #BusinessPodcast
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Episode 62 of The Startup Exit Podcast dives into a strategy that's quietly reshaping how founders and early employees access cash before a formal exit: the liquidity waterfall within the cap table itself. Lucas walks through how companies like Klarna and Stripe have structured 'tender offer rights' into their financing rounds, allowing shareholders to sell shares in private secondary transactions without triggering an IPO clock. Luna raises the tension around valuation — how do you price those shares when the company hasn't traded publicly? Lucas cites NVDA's recent run-up (trading around $210 as of mid-June 2026) to illustrate how market sentiment trickles down to private secondary pricing. The hosts unpack the mechanics of pre-emptive rights, the role of 409A valuations, and why some founders are now negotiating liquidity pools as part of Series A term sheets. They close on a forward-looking note: as the IPO market remains choppy — with SpaceX's recent $135 IPO being an outlier rather than a trend — these internal liquidity mechanisms may become standard operating procedure for high-growth startups.
#LiquidityWaterfall #SecondarySales #CapTableStrategy #TenderOffer #PreIPO #409AValuation #FounderLiquidity #StartupExits #PrivateSecondary #Klarna #Stripe #VentureCapital #EquityManagement #IPOAlternative #Business #Finance #FexingoBusiness #StartupExitPodcast
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Episode 61 of The Startup Exit Podcast digs into the growing trend of founders taking out loans secured against their own pre-IPO shares — a way to get liquidity without selling. Lucas and Luna walk through the mechanics: how banks like JPMorgan and Goldman Sachs structure these loans, what interest rates look like in today's environment, and the real risk of a margin call if the stock drops. They anchor the conversation in the current market, referencing the upcoming OpenAI IPO and the Baseten raise, and discuss why more founders are choosing debt over selling in the secondary market. A must-listen for anyone building toward an exit or advising founders on liquidity strategies.
#PreIPOLoans #FounderLiquidity #StartupExit #IPO #MarginLoans #StockSecuredLoans #OpenAI #Baseten #GoldmanSachs #JPMorgan #DebtVsEquity #FounderFinance #Business #Finance #StartupStrategy #ExitPlanning #FexingoBusiness #BusinessPodcast
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