Last updated Nov 29, 2025
marketsventure
A meaningful subset of late‑stage private companies in the 2022 IPO backlog will go public at valuations below their last private round (down‑round IPOs) over the ensuing IPO cycle (roughly 2022–2023).
Some of them are probably going to have to IPO at down rounds. I think that's sort of the takeaway.View on YouTube
Explanation

The core claim was that among the big late‑stage, VC‑backed companies waiting to go public in early 2022, some would ultimately IPO at valuations below their last private round (down‑round IPOs) during the next IPO cycle (2022–2023).

That happened clearly:

  • Instacart (Maplebear) was one of the marquee late‑stage unicorns in the 2021–2022 IPO backlog; CNBC in March 2021 noted its valuation had just doubled to $39B and that it was preparing for a “highly anticipated public debut,” with Goldman Sachs expected to lead the IPO. (cnbc.com) When Instacart finally went public in September 2023, its IPO priced at $30 per share, implying a fully diluted valuation of about $9.9B, a steep drop from the $39B private round two years earlier. (fortune.com) Axios explicitly labeled this a “down‑round IPO,” noting Instacart raised $660M at a $9.9B valuation, sharply below the $39B valuation of its March 2021 funding round. (axios.com) This single, very prominent example already satisfies “some of them are probably going to have to IPO at down rounds.”

  • The broader pattern shows a meaningful subset, not just one outlier. For example, Arm’s 2023 IPO valued it at $54.5B, below an internal $64B valuation SoftBank had assigned shortly before, which market commentary described as a down‑round IPO alongside Instacart’s sharply reduced range of $8.6–$9.3B vs. its prior $39B private valuation. (nasdaq.com) Klaviyo, another late‑stage startup in that cohort, went public in September 2023 at about $9.2B, roughly in line with or slightly below its prior late‑stage valuation around $9.5B, and was reported as initially targeting an IPO valuation below its last private round. (cnbc.com)

  • More generally, venture commentators summarized the 2023–2024 IPO window as being dominated by down‑round IPOs: a widely cited analysis by investor Aman Verjee (shared by Dave McClure) noted that “just about every VC‑backed IPO in 2023 and 2024 was a ‘down round’” relative to the prior private financing, explicitly listing Instacart, Reddit, Klaviyo, ServiceTitan, Circle, and Hinge Health as examples. (linkedin.com) This confirms that down‑round IPOs became common among the very cohort of late‑stage, VC‑backed companies Sacks was talking about.

Because at least one flagship backlog name (Instacart) and then a broader set of peer companies did IPO at valuations below their last private rounds within the ensuing IPO cycle (by late 2023), Sacks’s prediction that “some of them are probably going to have to IPO at down rounds” is borne out by subsequent events.