Photo illustration of TikTok app logo on a smartphone screen displayed with the American flag.
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Perplexity AI on Sunday revised the merger proposal it had submitted to TikTok parent ByteDance. The proposal, which would create a new entity combining Perplexity and TikTok U.S., would now also allow for the U.S. government to own up to 50% of the new company upon a future IPO, CNBC has learned.
A proposal document viewed by CNBC, which was shared with ByteDance and prospective new investors, detailed the creation of a new U.S. holding company, “NewCo.”
The document proposes ByteDance contribute TikTok U.S., minus its core recommendation algorithm, in exchange for the company’s existing investors receiving equity in the new company. Perplexity AI would offer itself up in exchange for its own investors receiving a distribution of the NewCo equity.
Money for the merger would come from “new third-party capital provider(s) (to be mutually agreed upon),” per the proposal document, which would provide capital for a “one-time dividend payment to ByteDance investors in exchange for simplified governance” and to help the new entity grow.
Perplexity AI, the artificial intelligence search engine startup competing with OpenAI and Google, started 2024 with a roughly $500 million valuation and ended the year with a valuation of about $9 billion, after attracting increasing investor interest amid the generative AI boom — as well as controversy over plagiarism accusations. Investors have viewed AI-assisted search as one of Google’s key risks, as it potentially changes the way consumers access information online.
Last year, OpenAI, which started the generative AI craze in late 2022 with ChatGPT, introduced a search engine called SearchGPT. Google later launched “AI Overviews” in search, allowing users to see a quick summary of answers at the top of results.
The proposed new structure would allow for most of ByteDance’s existing investors to retain their equity stakes and would bring more video to Perplexity, a source familiar with the situation told CNBC earlier this month. And although ByteDance has publicly implied it will not sell TikTok U.S., that’s part of why Perplexity AI believes it has a shot with its bid — since the deal would be a merger rather than a sale, the source added.
Under the revised proposal, the U.S. government could own up to half of the new structure once it IPOs at least $300 billion, according to the source.
A fair price is “well north of $50 billion” but the final number attached to the proposal will be decided, in part, by which of ByteDance’s existing shareholders want to remain part of the new entity and which want to cash out, according to the source.
Though any potential transaction between Perplexity AI and ByteDance would likely take months to complete, President Donald Trump has so far temporarily restored TikTok in the U.S. and suggested plans that would involve an American stakeholder purchasing the company and then selling a 50% stake to the U.S. government. In a video posted to TikTok earlier this month, CEO Shou Zi Chew said, “I want to thank President Trump for his commitment to work with us to find a solution that keeps TikTok available in the United States.”
Perplexity is one of multiple companies and individuals vying to be the one to purchase or merge with TikTok, which reportedly include Microsoft, Oracle and potentially Elon Musk. On Saturday, President Trump said he would likely have a decision on the app’s future in the U.S. in the next 30 days.
Shares of AppLovin sank 20% on Thursday, their steepest drop on record, as another short-selling firm raised concerns about the company’s digital ad technology and claimed that it’s violating app store rules.
AppLovin tumbled $65.92 to close at $261.70. The stock soared more than 700% last year, the biggest gain among U.S. tech companies, due to enthusiasm surrounding AppLovin’s artificial intelligence technology and the growth it was spurring in its ad business.
But Muddy Waters Research on Thursday became the third short-selling firm to publish a report meant to raise significant investor skepticism. The stock is down 19% in 2025 after Thursday’s drop.
The report said that AppLovin’s ad tactics “systematically” violate app stores’ terms of service by “impermissibly extracting proprietary IDs from Meta, Snap, TikTok, Reddit, Google, and others.” In so doing, AppLovin is funneling targeted ads to users without their consent, Muddy Waters said.
“If APP is not deplatformed, logically, numerous competitors will start copying APP’s techniques because there is little technology involved,” the firm wrote.
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Last month, Fuzzy Panda Research was one of two firms, along with short-seller Culper Research, that critiqued AppLovin’s AXON software, which drove its earnings growth and stock surge. The shares dropped 12% on Feb. 26, the day of the short reports. Earlier in February, AppLovin reported a revenue and earnings beat.
After the short reports were published last month, AppLovin CEO Adam Foroughi wrote a blog post, defending his company’s technology and practices, and taking aim at the short sellers trying to profit from AppLovin’s decline.
An AppLovin spokesperson didn’t provide a comment on Thursday, referring CNBC to Foroughi’s post.
“It’s disappointing that a few nefarious short-sellers are making false and misleading claims aimed at undermining our success, and driving down our stock price for their own financial gain, rather than acknowledging the sophisticated AI models our team has built to enhance advertising for our partners,” Foroughi wrote. “It’s also noteworthy that the short reports emerged after our earnings report, where we would be in a period of being unable to respond with financial performance.”
Earlier this month, Fuzzy Panda penned a letter to the S&P 500 inclusion committee reiterating its claims of fraudulent ad tactics and alleging that AppLovin didn’t meet the committee’s “gold standard.” The firm encouraged the committee to keep AppLovin out of the S&P 500.
“AppLovin’s recent revenue growth has been based in data theft, revenue fraud, and the exploitation of our country’s laws protecting children,” the firm wrote to the S&P committee.
One of Muddy Waters’ central claims is that e-commerce advertisers are bailing on AppLovin. The firm said that it analyzed 776 advertisers active early in the first quarter and noted that the churn rate was about 23%, while Foroughi “reportedly claims there has been no churn,” according to the report.
Muddy Waters said it conducted the churn analysis by looking at e-commerce websites that, on Jan. 3, had AppLovin’s AXON pixel. The firm then re-ran those checks from March 24-26, and said it found 21 sites with “broken links,” and another 171 that no longer contained the pixel.
The 23% “churn rate is based only on those customers who removed the pixel,” the firm wrote.
A representative for Muddy Waters declined to comment.
One of the most popular acronyms in Silicon Valley these days is SPV.
It stands for special purpose vehicle. In tech startup land, it’s a type of investment fund that typically involves concentrating all of its assets in one company. SPVs have blown up in recent years as investors clamor to get a piece of hot startups with valuations often in the tens of billions of dollars.
But buyer beware. Investors are warning of hidden fees, unclear rules about ownership, and marketing that’s driven by FOMO, or the fear of missing out.
Traditional venture capital funds spread risk across a portfolio of startups, with the understanding that most bets will fail and that the one or two successes will pay back the fund several times over. In an SPV, a fund manager usually raises capital for a single deal and recruits a syndicate of smaller investors to join for an added fee that covers management and other costs.
Some established venture firms use the vehicles to offer their limited partners — endowments, pension funds or high-net worth investors — a larger slice of a single startup. That allows the firm to write a bigger check and capture more ownership than would be possible using their existing funds.
“In venture capital, a few winners deliver all the results,” said Sandeep Dahiya, professor of finance at Georgetown’s McDonough School of Business. “SPVs are a single shot — if it works out, good. If not, there’s no second bite of the apple.”
Six years ago, SPVs accounted for just 7% of private shares traded on Forge Global, a marketplace for private company stock. That number has since ballooned to 64%.
SPVs have been a cornerstone in major artificial intelligence deals of the past year, including OpenAI, Anthropic and CoreWeave, set to go public later this week. Magnetar, CoreWeave’s largest institutional investor, has used SPVs to help build its stake in the AI infrastructure company.
“We’re seeing a lot of fundraising through SPVs in artificial intelligence names — it’s a way to raise a large amount of money in a short mount of time,” Howe Ng, head of data and investment solutions at Forge Global, told CNBC. “The hotter the name, the higher the fee.”
AngelList, which also offers access to SPVs and secondary shares, noted a similar flurry. CEO Avlok Kohli said his platform has seen a 65% increase in SPV flows in the past year, in part because the venture market has started to recover after a gloomy few years when the story was all about inflation and higher interest rates.
Kohli said he’s seen some shady behavior in the SPV market. When he personally invested in a startup through a syndicate six years ago, he said there were multiple layers of fees and a lack of transparency.
“A bunch of things weren’t disclosed to me,” he said. “It was clear the person I invested behind had no idea what was going on at the company, and that that experience as a [limited partner] is seared into my brain. I would rather not have anyone else go through that.”
Kohli said AngelList often turns down SPVs that it can’t verify. In extreme cases, Kohli said, funds will pool together money to invest in a startup with no guarantee that they’ll actually own the stock. He called such behavior fraud, and said it takes place “in every bull cycle.”
‘Typically a bad sign’
There are differences this time.
In addition to a huge pipeline of high-valued companies that have been on the sidelines due to the dormant IPO market and the mountains of available private capital, employees at late-stage companies are cashing out through selling shares in secondary rounds, which has created more opportunities for SPV deals.
Private market gains are outpacing the stock market of late, attracting more interest from high net worth investors. Forge’s private market index is up 32% in the past three months, outpacing gains for S&P 500 and tech-heavy Nasdaq-100, which are down in the first quarter.
To invest in an SPV, individuals need to be “accredited” and meet certain thresholds set by the SEC. Qualification requires having a net worth of at least $1 million and earnings of at least $200,000 annually over the past two years. At that level, the SEC considers investors sophisticated enough to protect their own financial interests despite the risk of putting money in unregistered securities.
“Because these are private companies, it’s expected that you know what you’re doing,” Georgetown’s Dahiya said.
Hans Swildens, CEO and Founder of Industry Ventures, which focuses on secondary market investments, said access to information is a big challenge and transaction data is spotty. He estimated only 10% of secondary deals are made public.
“Most of the time, counterparties don’t want to disclose what they buy or sell,” he said. “They’re not writing a press release.”
The law requires that SPVs disclose their fees. But how much an SPV investor ultimately ends up paying can vary depending on the holding period of the asset. The longer the waiting period until an acquisition or an IPO, the bigger the return needs to be to make up for those fees.
Swildens said the SPV explosion has parallels to the peak of the dot-com bubble, when retail investors put cash into hyped-up internet companies.
“It’s typically a bad sign in our market, when retail shows up,” he said. “If retail keeps coming in and over the next year or two, and makes up a larger part of this market, I would say that that’s probably a good signal for institutional investors to take some risk off and sell.”
In this photo illustration, the Facebook logo is displayed on the screen of an iPhone in front of a Meta logo on October 28, 2021 in Paris, France.
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Meta on Thursday debuted the Facebook Friends tab, a new feature that’s part of CEO Mark Zuckerberg’s pitch to revive the original spirit of his social networking app, or “OG Facebook” as he called it.
“The new Friends tab is a throwback to OG Facebook when you only saw friends’ status updates,” Zuckerberg said in a post about the feature. “More OG Facebook coming soon “
The Facebook Friends tab is designed to show users the latest posts from their friends instead of “recommended content,” the company said in a blog post. The friend-related content include stories, reels, posts, birthdays and friend requests.
The new tab marks a departure from the core Facebook feed, which is still the primary way users find and interact with content on the service. Meta has been increasingly using artificial intelligence to recommend content from across the social network that is tailored to users’ interests.
Zuckerberg hinted about “OG Facebook” during a January call with analysts for the company’s fourth-quarter earnings, saying he was “excited this year to get back to some OG Facebook.”
While “a lot of people use Facebook every day,” Zuckerberg in January said he believed that there are “a lot of opportunities” to make the app “more culturally influential than it is today.” Part of that effort includes a focus to “get back to how Facebook was originally used back in the day.”
Zuckerberg echoed that sentiment in his Thursday post, which showed a short video of the new feature and how it compared to the experience of using the social network in 2008 from a laptop.
Meta said that the new Friends tab is now available in the U.S. and Canada, but did not say when it would debut in other countries.