EP26: Pro Rata Is a Lie — What SpaceX's IPO Just Taught Mega-Round Allocators

Drew and Reese take apart why pro-rata rights failed to protect institutional pre-IPO holders in the SpaceX IPO last week — and what specific contractual language actually does protect mega-round allocators. Four-step operator playbook: negotiate an explicit dollar-denominated IPO allocation carve-out, lock in your staggered-lockup tier assignment up front, separate tender-offer participation rights from pro-rata, and demand full cap-table visibility at each new round. Historical parallel: the 1999 dotcom syndicate-relationship model and how it differentiated the funds that bought their competitors from the funds that got washed. Educational content only.