The window is open. The question Tuesday night was whether it is open for you.
The room
On Tuesday night, in the middle of San Francisco Tech Week, a full room of CFOs, founders, investors and bankers rode up to the 19th floor of One Market Plaza for a conversation with no slides, no pitches and no record. The premise was the title. IPO windows open and close within weeks, the SPAC market has been reborn with a rulebook, and growth companies have to be ready for several outcomes at once.
The one ask of the panel beforehand was to be as candid about what is not working as about what is. They were. The evening ran under the Chatham House Rule, so what follows is the direction of the conversation rather than a transcript, and the few lines in quotation marks are my own recap, not anyone’s words from the stage.
The panel
Ellie Yashiro, Managing Director at First Citizens Innovation Banking, moderated. On the panel: Raymond Yue, SVP of Finance at Avalara, who led Sumo Logic through its IPO and was CFO at Talkdesk; Rohit Kulkarni, Partner and Chief AI Officer at Burnham Park Capital Markets; Jeff Meyer, Managing Director at Protiviti; and me, for Foley.
Where it started: is the window open?
The first question was the one the room came with. After years of talking about the window reopening, what has changed since 2021 and what has not? The conversation moved quickly to an uncomfortable answer. The headline numbers say 2026 is on pace for record IPO proceeds. The experience of most companies in the room says otherwise.
The panel’s answer, reduced to a line: the window is open for the largest companies and closed for the rest. A handful of mega-listings are carrying the totals; each cohort must trade well for the next one to get out, and the middle market is not getting out yet. The lesson of the first half was that readiness beat timing. The companies that listed were the ones with clean financials, clean cap tables, and manageable regulatory exposure.
Where it went: readiness, and what being public buys you
From there, the conversation turned to preparation. Raymond spent his time on readiness, the work that must be done long before the banker calls, and the discipline the process forces on a finance team. He also made the case the room did not expect to hear, for the real advantages of being public: a currency that trades, a shelf, capital on your own calendar, and liquidity for the people who built the business.
The panel’s corollary was that the public menu only helps if you choose from it well. The takeaway I wrote down: “Pick the product based on your news calendar, not how much you need.” And on the private alternative, that secondaries have become the default exit and liquidity strategy is a board-level decision, not a last-minute move.
The market discussion was the least cheerful part of the evening. PIPEs, the quick fix of the last cycle, are harder to come by in this interest-rate environment. The hedge funds that used to write them now want their PIPE in the form of an interest-bearing instrument, a convertible note or structured preferred with a coupon and protections, and that capital is expensive. A PIPE is still a tool to bridge an event. It is no longer a habit a company can afford.
On AI, the room agreed the mega-rounds make the next cohort bigger, later and fewer, and that the aftermarket eventually enforces the same fundamentals on everyone. If you ask investors to value you on a new metric, you own that metric in the registration statement and every earnings call afterward.
SPACs: the sponsor is the deal
The SPAC question produced the most practical exchange of the night. Rohit focused on sponsor selection: the right sponsor brings additive skill sets, an industry network and real access to capital, not just a trust account and a deadline. In a market where redemptions still run above 90 percent, the sponsor’s ability to raise the PIPE and hold the trust is the deal.
The panel’s test for the company side was just as simple: if a company could not survive as an IPO, it should not do a de-SPAC. SPACs are back in volume: 118 in the first half raising about $20.9 billion, the most since 2021. But this cycle has a rulebook, with the target for a co-registrant carrying IPO-level liability for its projections, and a scoreboard, with roughly 80 percent of recent de-SPACs trading below trust within a year. The takeaway: There are no shortcuts to preparing a company to go public.
Transformation and process
Jeff brought the conversation back to the company itself: readiness as transformation and process, not a finance project – with systems that close the books in days, controls that survive quarter-end without a scramble, people who have done it before, and a process that starts years before anyone talks to the market.
The legal version of the same point is that the expensive mistakes are ordinary and found late: the cap table nobody reconciled since the Series B; the option grants without paperwork, the founder who never signed the IP assignment. None of these mistakes kills a deal. All of them cost time and leverage when you have the least of both. Buyers and underwriters discount you not for what they find but for what they cannot verify.
Where it landed
The closing question asked for the one thing a CFO should do to be ready for anything over the next twelve to twenty-four months. The panel arrived at the same answer from four directions: be file-ready every day of the year, able to execute any transaction, public or private, without a year of cleanup. It is the only thing on the list you control. You do not control the window, or rates, or whether the next mega-listing trades well.
My recap of the evening fits on a card: The companies that do best do not start preparing when the window opens. They never stopped. Optionality beats perfection. Liquidity beats price. Readiness beats hope.
Thank you
Thank you to Murray and Yvonne Newlands and Open Future Forum for filling the room; to First Citizens Innovation Banking, Protiviti, Robert Half and Lockton for sponsoring; to Ellie Yashiro for running a tight panel; to Raymond Yue, Rohit Kulkarni and Jeff Meyer for their candor; and to Erika Wu and the Foley San Francisco team for hosting. Our 2026 IPO e-book, Recent Insight into the IPO Market, is available from Foley. If you are weighing a raise, a listing or an exit, my inbox is open.
— Louis
Louis Lehot is a partner at Foley & Lardner LLP in Silicon Valley, advising growth companies, private equity sponsors, venture funds and investment banks on public offerings, M&A, de-SPACs and governance.
