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Epic Games announced this morning that they’ve acquired Serbia-based 3Lateral, a game studio focused on designing more realistic computer-generated human characters.
The team of 60+ will be continuing their work with existing partners and maintaining their presence in Serbia. 3Lateral founder Vladimir Mastilovic will lead Epic Games’ worldwide digital humans efforts, the company says.
No details on a price or specific deal terms were given.
The non-digital human team behind 3Lateral
Epic Games, which operates Fortnite as well as the Unreal Engine game development platform, has worked with 3Lateral in the past on projects to push the level of realism and detail that are possible with human avatars. Epic has open-sourced this work for developers; the acquisition will likely further expand the capabilities of Unreal Engine users to promote more detailed character design.
“Real-time 3D experiences are reshaping the entire entertainment industry, and digital human technology is at the forefront. Fortnite shows that 200,000,000 people can experience a 3D world together. Reaching the next level requires capturing, personalizing, and conveying individual human faces and emotions,” Epic Games CEO Tim Sweeney said in a statement.
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Adobe today announced that it has acquired Allegorithmic, the French company behind the Substance tools for creating textures that are widely used by AAA game creators, as well as visual effects artists, animators and designers. Over time, Adobe will bring many of Allegorithmic’s technologies to its various Creative Cloud tools, many of which already offer complementary tools. Beyond those integrations, though, what this acquisition is really about is the fact that 3D design and creating 3D content is becoming increasingly important for the creatives who use Adobe’s tools. With Adobe Dimension and, more recently, Project Aero for creating AR experiences, the company has started focusing on 3D, and this acquisition will bring both talent and technology to the company.
It’s worth noting that Adobe previously invested in Allegorithmic and that Dimension already features integration with Substance, so today’s announcement has clearly been in the works for a while.

As Adobe’s chief product officer Scott Belsky told me, it’s worth remembering that many of Adobe’s most important products today were acquisitions, including Photoshop back in 1990. “Adobe is a company that has always embraced new DNA and has grown through these critical acquisitions,” he said, and noted that Adobe always looks to these acquisitions to see how it can change through them — not how it can change the company it acquires. “For Creative Cloud, this is one of these acquisitions,” he added.
He also noted that while Substance has been around for more than 15 years, there’s a lot of tailwind in the industry now that it’s often easier to render and image than set up a photo or video shoot and then edit and retouch those images. Adobe, of course, wants to catch as much of that tailwind as possible.

Adobe’s Stefano Corazza, who is the company’s head of AR, also noted that the Allegorithmic team was among the first to focus on physics-based rendering and that tools like Substance will become increasingly important as creatives try to build realistic AR experiences that need to be as photorealistic as possible — and to do that, you need to be able to create materials that are able to reflect light properly, for example. He also stressed that new technologies like Nvidia’s RTX raytracing hardware will keep pushing the boundaries on photo realism.
The current Substance product line will remain intact, by the way. Adobe obviously knows that it is acquiring a set of tools that have been used for creating games like Assassin’s Creed, Forza and Call of Duty, but also movies like Blade Runner 2049. Those use cases aren’t going away. But while Adobe obviously has a long history in the movie industry, this is also a move that takes it deeper into the world of game development. Don’t expect to see Adobe launch a competitor to Unity or other game development tools, though. What Belsky seems to be more interested in — besides the existing use cases — is to enable a wider range of people to make objects in games, for example. He noted there’s already a flourishing number of games that allow players to use their own objects and textures, for example, and Adobe wants to offer tools for them, too.
The two companies did not disclose the price of the acquisition.
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Varsity Tutors, the online learning platform that launched in 2007, has today announced the acquisition of Veritas Prep.
The terms of the deal were not disclosed, but, according to the press release, the Veritas Prep team will remain at its Calabasas, CA office and that the product will continue on as a separate brand.
Veritas Prep launched in 2002 with a suite of test prep courses. Over the years, Veritas built out its online live classes as well as a business around admissions consulting. As Varsity Tutors focuses on geographical and product expansion, the Veritas Prep acquisition allows the company to get into live online courses (alongside one-to-one tutoring).
“Over the course of its 17 years, Veritas has built up a lot of expertise in how to deliver exceptional live online classes,” said Varsity Tutors founder and CEO Chuck Cohn. “We looked at a lot of companies out there, and we saw huge potential to really accelerate our own product development cycle by buying that expertise.”
Varsity Tutors originally launched with a platform that connected students with tutors for IRL study sessions and lessons. Over time, that product has transformed to offer fully on-demand digital lessons with tutors via live video chat, complete with whiteboard functionality, doc editing and other tools. Students can also access free online content (sans instructor) through Varsity Tutors’ Learning Tools.
Cohn says that the Live Learning platform can connect a student with a tutor and begin a session in as few as 20 seconds, and that more than 75 percent of new customers are opting for online/mobile tutoring instead of in-person.
Beyond expanding the product, Varsity Tutors is also looking to expand the number of subjects it offers to customers. Right now, the company offers more than 1000 different subjects (including traditional learning) with more than 250 subjects available for instant tutoring on the Live Learning platform.
Varsity Tutors has raised a total of $107 million from investors like Learn Capital, CZI, and TCV. This marks the company’s second acquisition, with Varsity Tutors buying First Tutors in the UK in 2018 to kickstart geographic expansion.
The 600-employee company has more than 40,000 tutors on the platform and has provided more than 4 million hours of live one-on-one instruction/tutoring since launch.
Editor’s Note: An earlier version of this article said that Varsity Tutors launched in 2011. The article has been updated for accuracy.
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Today, Ubiquity6 has announced that it is acquiring Wavy, a small AR music startup founded last year.
In a blog post, the Wavy team confirmed they’ll be joining the Ubiquity6 team and won’t be continuing their work on the Wavy app. “When we met the team at Ubiquity6, it became apparent that joining the team there would be a leap forward towards our shared mission of enabling creators to edit reality,” the post reads.
Wavy’s app sought to give musicians an outlet to bring concerts into phone-based AR users’ living rooms.
The tight team of three joins Ubiquity6 after what was generally a rough year for the consumer-focused AR industry. While the number of supported devices climbed, the actual user base didn’t see much growth. A lot of the progress came in the platform tools, such as Ubiquity6; the startup closed a $27 million Series B led by Benchmark and Index Ventures in August. The company now has just shy of 40 employees.

The Wavy app shares some essential DNA with what Ubiquity6 is looking to build. The app allows people to drop 3D objects into spaces and upload videos of the “music experiences” unfolding in front of them. It’s very fundamental stuff, but at its base level asks questions about how 3D content can interact with spaces and people and how those new environments change the context of the art and music.
This fits into Ubiquity6’s idea of a spatial internet, where users can stumble upon 3D environments where AR content lives based on where they are and what their phone camera is seeing. The company hasn’t launched widely, but had a pilot program with the SFMOMA last year and also announced they are working with Disney.
We chatted with Ubiquity6 CEO Anjney Midha at TechCrunch Disrupt SF 2018 about the opportunities and challenges that lie ahead for the consumer-focused AR industry.
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The government shutdown has entered into day 19, making it the second-longest shutdown in U.S. history. With President Donald Trump slamming his hands down on a table and storming out of negotiations with Speaker Nancy Pelosi and Senator Chuck Schumer earlier today, a fast-approaching end feels unlikely.
Hundreds of thousands of federal workers are out of work as U.S. leaders struggle to reach a fair agreement on the federal budget, including employees of the U.S. Securities and Exchange Commission . The government agency, responsible for protecting investors and maintaining fair, orderly and efficient markets, shut down on December 27 and has just 285 of its 4,436 employees on the clock.
“Due to the ongoing federal government shutdown, the SEC is currently operating in accordance with the agency’s plan for operating during a shutdown,” the agency wrote on its website. “The SEC has staff available to respond to emergency situations involving market integrity and investor protection, including law enforcement.”
EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system that allows companies to electronically file crucial documents, including paperwork for initial public offerings, has remained up and running. That’s led to a “large and growing” backlog of filings, reports CNBC, that could cause a delay in several IPOs, as well as a lasting impact on the state of the IPO market in 2019.
Just left a meeting with Chuck and Nancy, a total waste of time. I asked what is going to happen in 30 days if I quickly open things up, are you going to approve Border Security which includes a Wall or Steel Barrier? Nancy said, NO. I said bye-bye, nothing else works!
— Donald J. Trump (@realDonaldTrump) January 9, 2019
Several major technology companies have taken steps toward early-2019 IPOs, all of which are at risk of a delay. A poor performing stock market is only adding fuel to the flames in a year that many had expected would bring record amounts of liquidity to investors via high-profile offerings. Uber, Lyft, Slack and Pinterest have all begun IPO prep, for example, with Uber chief executive officer Dara Khosrowshahi recently claiming turbulent public markets would not delay the ride-hailing company’s float.
“The good news is that we’ve got a strong balance sheet so we don’t need to go public this year,” he told The Wall Street Journal. “It’s a desire [but] if it doesn’t happen it doesn’t happen. I’d be disappointed and I think our shareholders would be disappointed but the company would be just fine.”
He didn’t comment on the potential resonating effects of a government shutdown, per The WSJ. Uber and its largest U.S. competitor Lyft both filed confidentially with the SEC in December, just weeks before the shutdown began. During the shutdown, companies are still permitted to file confidentially, a method preferred by many companies as it allows them to refrain from disclosing key IPO details and financials to the public ahead of an exit.
Ultimately, tech’s most buzz-worthy unicorns will be the least affected by Trump and co.’s discordance. Well-funded businesses with strong balance sheets, as Khosrowshahi pointed out, have a safety net ready if IPO plans go awry. Smaller businesses, particularly those in need of an infusion of capital to continue operating, will bear the brunt of any IPO delays.
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The Daily Crunch is TechCrunch’s roundup of our biggest and most important stories. If you’d like to get this delivered to your inbox every day at around 9am Pacific, you can subscribe here:
1. IBM unveils its first commercial quantum computer
The 20-qubit system combines the quantum and classical computing parts it takes to use a machine like this for research and business applications into a single package. While it’s worth stressing that the 20-qubit machine is nowhere near powerful enough for most commercial applications, IBM sees this as the first step towards tackling problems that are too complex for classical systems.
2. Apple’s trillion-dollar market cap was always a false idol
Nothing grows forever, not even Apple. Back in August we splashed headlines across the globe glorifying Apple’s brief stint as the world’s first $1 trillion company, but in the end it didn’t matter. Fast-forward four months and Apple has lost more than a third of its stock value, and last week the company lost $75 billion in market cap in a single day.
3. GitHub Free users now get unlimited private repositories
Starting today, free GitHub users will now get unlimited private projects with up to three collaborators. Previously, GitHub had a caveat for its free users that code had to be public if they didn’t pay for the service.
Photo credit: Chesnot/Getty Images
4. Uber’s IPO may not be as eye-popping as we expected
Uber’s public debut later this year is undoubtedly the most anticipated IPO of 2019, but the company’s lofty valuation (valued by some as high as $120 billion) has some investors feeling uneasy.
5. Amazon is getting more serious about Alexa in the car with Telenav deal
Amazon has announced a new partnership with Telenav, a Santa Clara-based provider of connected car services. The collaboration will play a huge role in expanding Amazon’s ability to give drivers relevant information and furthers the company’s mission to bake Alexa into every aspect of your life.
6. I used VR in a car going 90 mph and didn’t get sick
The future of in-vehicle entertainment could be VR. Audi announced at CES that it’s rolling out a new company called Holoride to bring adaptive VR entertainment to cars. The secret sauce here is matching VR content to the slight movements of the vehicle to help those who often get motion sickness.
7. Verizon and T-Mobile call out AT&T over fake 5G labels
Nothing like some CES drama to start your day. AT&T recently shared a shady marketing campaign that labeled its 4G networks as 5G and rivals Verizon and T-Mobile are having none of it.
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ClassPass, the five-year-old fitness marketplace startup with $239 million in financing, is acquiring competitor GuavaPass, which was founded by Rob Pachter and Jeffrey Liu in 2015.
ClassPass is in the midst of an expansion sprint, both domestically and internationally. The company is hyper-focused on Asian markets, where GuavaPass had carved out its own place with 75 studio partners across 11 cities, including Abu Dhabi, Bnagkok, Beijing, Dubai, Hong Kong, Jakarta, Kuala Lumpur, Manila, Mumbai, Shanghai and Singapore.
The financial terms of the deal were not disclosed.
This is not ClassPass’s first acquisition. In 2014, ClassPass acquired competitor FitMob. But CEO Fritz Lanman says that this is less about competition and more about opportunity.
“The GuavaPass founders reached out to us,” he told TechCrunch. “They said that they were raising more money and had some options developing but that they felt they could continue working on their original mission as a part of ClassPass. They are really missionaries for the space.”
ClassPass will be bringing on about half of the GuavaPass team as part of the acquisition. However, Lanman doesn’t expect to do many acquisitions in the future, saying that “acquisition isn’t a part of the company’s expansion strategy.”
Alongside regularly planned expansion, the acquisition now puts ClassPass in more than 80 markets across the 11 countries, with plans to expand to 50 new cities in 2019.
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About 13 years ago I faced an excruciating decision: whether to sell my company, Pinnacle Systems, to a private equity firm or to another large public company. I felt that both suitors would treat my employees well (and I negotiated hard to make sure that was the case), and both offered a good asking price well above our value on NASDAQ.
After raising what at the time felt like my first child, born in my living room and nurtured into a publicly traded entity, I was ready for it to take its next step and for me to take mine. I ultimately opted for the strategic sale, but I left the process intrigued by what was already an evolving dynamic between private equity firms and tech exits.
In years past, stigma often accompanied private equity sales. I know I felt that way, even under strong deal terms. Plus, private equity exits were only available to companies generating substantial annual revenues and often profits, making this exit option inaccessible for many startups. Today, private equity buyout firms can provide a solid (and on occasion excellent) exit route — as well as an increasingly common one, accounting for 18.5 percent of VC-backed exits in 2017.
Private equity firms are investing in a broad array of technology companies, including highly valued unicorns, but also early- to mid-stage profitable and unprofitable companies that a few years ago would have been unable to secure interest from these buyout firms.
In addition, the lines between venture capital and private equity are increasingly blurring, with more private equity investments in tech, and several-late stage VC firms creating large, billion-dollar plus late-stage growth funds. Further blurring the lines, some of the late-stage VC firms are taking controlling interests in startups, a strategy typically associated with private equity. Recently, one of our portfolio companies received an investment from a late-stage VC firm that acquired a majority stake by providing liquidity to some existing shareholders and investing in the company, utilizing a strategy typically associated with PE buyout firms.

The rise of private equity buyouts within the tech sector presents a viable exit option for founders, given the reality that most startups won’t ultimately IPO. (According to PitchBook, only 3 percent of venture-backed companies in the last decade eventually went public.)
If an IPO is not a realistic long-term option, the remaining primary exit option has typically been a sale to another company (a strategic buyer, in venture parlance). However, in the past few years, private equity firms have become aggressive buyers of private companies, sometimes bidding as high as or higher than strategic buyers. With one of my portfolio companies, a private equity buyer placed the second highest bid ahead of all but one strategic buyer and helped raise the final price from the strategic buyer just by being in the bidding process.
Founders who find themselves in negotiations with strategic buyers should also reach out to PE firms to optimize the outcome. Silver Lake, Francisco Partners, Thoma Bravo and Vista are a few technology-focused PE firms, and PitchBook’s annual liquidity report lists other firms. Vista has been especially active, acquiring many technology companies, including Infoblox, Lithium and Marketo. Not all PE firms are the same, just like not all VCs and strategic buyers are the same.
Years ago, when private equity buyouts were typically only large deals, new management teams were almost always brought in to tweak the edges of already successful companies. Today, each private equity firm has its own strategy — some only buy large profitable companies, others focus on mid-size acquisitions and some only buy early-stage (typically unprofitable) companies, which brings us to the next point.
Even early-stage startups can explore a PE exit, especially if things are not going well
While most readers are familiar with private equity buyers at later stages, what’s new is the emergence of PE activity at early stages. These firms acquire majority stakes in startups that have only raised early-stage investments but are having trouble scaling or raising the next round.
After a buyout, these private equity firms typically provide value by adding the missing elements, such as marketing or sales know-how, in order to kick-start the business and achieve scale. Their goal is to increase the value of the underlying asset by augmenting founder teams with the buyout firm’s own operational experts, sometimes combining newly acquired assets with already existing assets to create a stronger whole, or doubling-down on promising products (while shedding less promising offerings) to unlock potential.
Typically, these PE firms then sell the company to another company (usually a strategic buyer) for greater value. In some cases, these early-stage PE firms sell to another PE buyout firm further up market. In some of these acquisitions, founders can maintain minority ownership in the company (though not a controlling stake), which they can carry through to their “next exit.”
Unlike PE buyouts at later stages, PE buyouts at the earlier stages are not usually high-value exits; they are mostly an avenue to provide the founders some return for their hard work, rather than the disappointing returns they can expect from an acqui-hire or, even worse, a shutdown. If negotiated correctly, a private equity deal can give founders an opportunity to play another hand to the next exit.
Few founders create companies in order to flip them. Strong entrepreneurs create companies to transform their missions into reality and positively impact the world. Steve Jobs said, “I’m convinced that about half of what separates the successful entrepreneurs from the non-successful ones is pure perseverance.” An acquisition — particularly to private equity — may not have been the original goal, but it may fuel the continued pursuit of the founder’s mission. Or, perhaps it will enable the pursuit of a new and worthy mission.
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It was several years ago, at a tech conference in Laguna Beach, Calif., that the venture capitalist Bill Gurley issued one of what would become repeated warnings that startups were staying private too long. Comparing companies that refuse to go public to undergrads whose college careers extend several years past the point that they should, Gurley suggested they should be embarrassed, not proud, for keeping their shares in private hands. “Until you get liquid, you really haven’t accomplished anything,” Gurley said.
Whether Gurley was referring to Uber at the time, only he knows. Though his firm, Benchmark, eventually forced out Travis Kalanick, the co-founder and longtime CEO of Uber, the tipping point was seemingly not Kalanick’s determination to keep Uber privately held as long as possible, but rather an investigation into sexual harassment investigations and the employee misconduct that was discovered in the process.
Either way, it’s looking increasingly like Gurley had a point. As you may have noticed if you care anything about the public markets, they took a nosedive today. In fact, they fell to a new low for the year this afternoon, a reaction in part to the Federal Reserve’s decision earlier today to raise its benchmark overnight lending rate for the fourth time in 2018.
The Fed also signaled minimal rate hikes for next year — forecasting two rate hikes instead of three — but investors were apparently hoping for even better news.
It’s hard to blame them for seeking out more of a silver lining, given everything else that’s going on. Tech stocks are getting battered, with the FANG companies (Facebook, Apple, Netflix and Google) down meaningfully from their share prices of six months ago. (Amazon has held up the best.)
The economy of China — the U.S.’s third largest export partner and its largest import partner — is slowing sharply, which is expected to have an impact on the U.S. and world economies. Add trade tensions into the mix, a sprinkling of uncertainty about regulations, a splash of a possible government shutdown and the growing prospect that Donald Trump will be impeached, and you start to appreciate why the market is finally going off the rails.
Despite so much uncertainty, Uber, Lyft, Slack and now Pinterest, among many others, are racing to become publicly traded at long last. According to Dealogic data quoted in today’s WSJ, 38 unicorn companies went public this year, and more are expected to test the market in 2019. Their venture backers will tell you it’s because the markets recognize a strong growth company when they see it, and that each is finally positioned well to tell their story, aided by some dazzling metrics. Yet it seems just as likely that they see the window, which flew open this year, starting to swing back in the other direction. And if this month is any indicator, it could be hard to pry it open again, at least in the first quarter or two.
“The market is basically closed between now, and the start of a new year is always slow because companies don’t start roadshows [until the markets re-open],” says Kathleen Smith, a principal of Renaissance Capital and the manager of its IPO exchange-traded fund. Pre-IPO companies like Uber are also waiting on their audits to close before they put any numbers in a public document, she notes. But it could be far from smooth sailing after that, suggests Smith. “In normal times, late January and February and March become very active, but we aren’t in a typical market. I can predict from other times that we’ve seen a bear market like this that it will have an impact on IPO activity.”
It’s all part of a vicious cycle, Smith suggests. As public market shareholders begin to feel less affluent and more risk averse, they start redeeming their public market shares. That leaves fund managers who might otherwise gamble on new issuers with less capital to invest, and less flexibility. “Investors are just not going to want to take on any risk positions when market has [taken a turn for the worse],” says Smith.
Put another way, if the markets are as crummy early next year as looks to be the case, it’s too bad, too sad for unicorn companies. “They made the choice to stay private and get capital,” says Smith. “I’ve stated many times that they should be getting while the getting is good. The pain can happen if money dries up, and it will dry up when the public market dries up.”
That doesn’t mean tech’s favorite unicorn companies are doomed, of course, especially those that can show strong fundamentals. For her part, Smith notes that what often happens in a downturn is that offerings get heavily discounted. “Valuations will be chopped if the companies want investors to participate. They’ll have to be sure to make money.”
Even if they don’t get the rich prices that ambitious bankers might pitch them (or that their VCs assigned them before that), they can always grow into the valuations their investors want to see. One need look no further than Facebook to remember why a bumpy offering doesn’t mean all that much longer term.
“Just because a stock crashes below its IPO price isn’t a sign of a bubble,” says Pivotal Research analyst Brian Wieser. “You also have to keep in mind the dynamic of companies going public,” he says. “You expect IPOs to be overvalued. Investors in these companies are necessarily selling to the greatest fool.”
Still, there may be fewer fools willing to buy what they are selling than there might have been this year or last, and if those numbers really change, today’s unicorns will look like tomorrow’s donkeys. They’re certainly going to face more scrutiny than they might have had they moved sooner.
“Maybe we’ll roar into 2019 and all will be well,” says Lise Buyer, the founder of Class V Group, an advisory firm for IPOs. “But to the extent that investors will be more selective, they’ll look at path to profitability, and they’ll look at the valuations these companies took when they were private.” Then they’ll do their own math, suggests Buyer.
If the market is truly shifting, public market shareholders “won’t care what valuations companies achieved when they were private,” says Buyer. “They’ll only be willing to pay what they are willing to pay.”
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Pinterest may follow Lyft and Uber to the public markets in the first half of 2019, according to a report from The Wall Street Journal.
The visual search engine and shopping tool is expected to tap underwriters in January and complete an initial public offering as soon as April. The company was valued at just over $12 billion with its last private fundraise, a $150 million round in mid-2017, and is on pace to bring in $700 million in revenue this year.
The company, founded in 2008 by Ben Silbermann (pictured), is also in talks to secure a $500 million credit line, per the report, not an uncommon move for a pre-IPO giant like Pinterest.
To date, the company has raised nearly $1.5 billion from key stakeholders such as Bessemer Venture Partners, Andreessen Horowitz, FirstMark Capital, Fidelity and SV Angel.
Pinterest recently reached 250 million monthly active users, up from 200 million in 2017.
This year, it launched several new features to make it easier for passive Pinterest users to actually buy products on the platform, and introduced the “following” tab, where users could view only the content from brands and people they follow. It also added the Pinterest Propel program as part of an effort to create more local content for its users, and implemented full-screen video ads to beef up its advertising options — an area where it competes directly with Facebook and Google.
2019 is poised to be a banner year for venture-backed IPOs. Both Uber and Lyft are in IPO registration, filing privately to go public within hours of each other earlier this month, and Slack, too, has reportedly hired Goldman Sachs to lead its 2019 float.
Pinterest declined to comment.
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