Silicon Valley was burning up the socials this week, after learning that Kamala Harris has tacitly endorsed a tax on unrealized capital gains.

• (Shockingly, lots of the information was incorrect, leading some folks to assume that this would apply to them. And then they got other people riled up about something untrue. Not sure if anyone has ever written about this phenomenon but, if not, they should. Anyway...)

What to know: Harris didn't release a new tax plan. Instead, her campaign said it agrees with a series of items in President Biden's last budget proposal, the most relevant of which were nonstarters in Congress and didn't become law.

• This includes the new tax on unrealized capital gains.
• It applies only to individuals with at least $100 million in wealth who do not pay at least a 25% tax rate on their income (inclusive of unrealized capital gains). Payments can be spread out over subsequent years.
• Within that $100 million club, you'd only pay taxes on unrealized capital gains if at least 80% of your wealth is in tradeable assets (i.e., not shares of private startups or real estate). One caveat for this illiquid group is that there would be a deferred tax of up to 10% on unrealized capital gains upon exit.
• In short, it would not apply to most startup founders or investors. If any group should be tweeting mad face emojis, it's top hedge fund managers.

How we got here: Given that this is really Biden's plan, I spoke with an administration official about it.

• He says that the proposal is designed "to address substantial inequities in our tax system," whereby the wealthiest often pay lower rates than do the regular rich and middle class. The old Warren Buffett vs. his secretary argument.
• The fact that it also is projected to raise $500 billion over 10 years was important, but secondary, to Biden.
• "Economists across the political spectrum agree that when a billionaire's wealth goes up by a large amount of money, it's income even if it's not cash in a bank account," the White House official argues. "They often borrow against their assets and use it as disposable income."
• When asked if a tax on such loans was discussed as an alternative, he declined to answer. The Harris campaign didn't return an interview request.

The big picture: This would be a major philosophical shift in U.S. tax policy.

• America doesn't typically tax unrealized gains, except in edge cases like futures contracts, securities dealers and those expatriating. It just doesn't feel right to tax people on money they don't have.
• That said, there isn't reason to believe it would have much negative impact on startup formation or investment. Show me someone without $100 million — realized or unrealized — who'd turn it down because of taxes, and I'll show you a phantom.
• Plus, the vast majority of startup investment comes via institutions, not individuals. And if the carried interest loophole is ever closed, which Harris also supports via Biden, then it wouldn't be a capital gain anyway.

Yes, but: The rule could create some perverse incentives, such as discouraging some startup founders from taking their companies public.

• There's also a slippery slope concern; the big mental and legislative hurdle is taxing unrealized capital gains — after that, lowering the threshold below $100 million would be easier, even if not currently on the table.

State of play: Democrats would need to sweep in November to have any shot of enacting this rule, likely as part of negotiations tied to the expiration of some 2017 tax cuts.

The bottom line: In the unlikely event this becomes law, it's a much smaller deal than the likes and retweets would have you believe.

Foundation, a developer of humanoid robotics for complex labor environments, raised $11 million in pre-seed funding led by Tribe Capital.

Why it's the BFD: The startup is founded by Sankaet Pathak, who just months ago was CEO of a failed, VC-backed fintech whose customers are still unable to access over $150 million in deposits.

• Pathak turned his attentions to Foundation just as his last company, called Synapse, went bankrupt. And has passed off blame for the missing money to Evolve Bank (which points the finger right back at Pathak).

The bottom line: Silicon Valley has a history of giving founders a second chance, but usually it waits until the initial fire has been extinguished.

🚑 Slingshot AI, an Albany, N.Y.-based mental health startup, raised $30m in seed funding led by Andreessen Horowitz. axios.link/3YXSyum

• Tilt, a real-time shopping app for fashion, raised $18m in Series A funding. Balderton Capital led, and was joined by insiders TQ Ventures, Earlybird and Seedcamp. axios.link/3X0fGGd

🚑 Solace, a Redwood City, Calif., platform connecting patients with health advocates, raised $14m in Series A funding. Inspired Capital led, and was Craft Ventures, Torch Capital, RiverPark Ventures, Coalition Operators, Anne Wojcicki and the late Susan Wojcicki. solace.health

🚑 BeMe Health, a Miami-based digital mental health startup focused on teens, raised $12m. Hesperia Capital led, and was joined by Flare Capital, Polaris Partners, Fiore Ventures, BCBS of Kansas, and the California Health Care Foundation. beme.com

• BSX Exchange, a DeFi derivatives protocol built on Base, raised $6.2m. Blockchain Capital led, and was joined by Bankless Ventures, No Limit Holdings, Cadenza Ventures, Breed VC, and Maelstrom. axios.link/3MeveRJ

• Revenew, an SF-based payment operations and optimization platform, raised $4.6m led by Fika Ventures, with participation from Dash Fund and TTV Capital. axios.link/4dVc7ro

• Depot, a Portland, Ore., acceleration platform, raised $4.1m in seed funding from Felicis. YC, Aviso Ventures, and Tokyo Black. depot.dev

• Magie, a Brazilian virtual financial assistant, raised $4m in seed funding led by Lux Capital. axios.link/4fP4YuJ

• Stork Network, a web3 oracle provider, raised a $4m seed led by Lightspeed Faction, with participation from Lattice, CMS, and Wintermute. axios.link/3AyMYEB

• Harmonyze, a New York startup focused on increasing franchisor profit margins, raised $2m in pre-seed funding. Bowery Capital led, and was joined by Focal.vc. harmonyze.com

🚀 Gimbal Space, a Union City, Calif., maker of spacecraft parts, raised $1.2m led by AUM Ventures, with participation from Shakti VC and Z21 Ventures. axios.link/4fSs7MF

• DB Schenker, the logistics business being sold by German national railroad Deutsche Bahn, was valued at around €14b in the final round of bidding, per Reuters. Suitors include consortiums led by CVC Capital Partners and Danish transport firm DSV. axios.link/4706jLh

• Inspired Pet Nutrition, a British pet food maker owned by CapVest, acquired Butcher's Pet Care, a British maker of wet pet food. ipn.co.uk

• The Riverside Company agreed to invest in GFOS, a German provider of workforce management and other HR software. gfos.com

• Skydance Media is demanding that Paramount Global (Nasdaq: PARA) stop negotiating with Edgar Bronfman Jr., arguing that the media company's board has breached the terms of its go-shop agreement by extending it out, per the WSJ. Skydance's bid is being backed by RedBird Capital Partners, while KKR is an existing Skydance investor. axios.link/3WZrEj1

• Warburg Pincus invested $100m into the parent company of options exchange operator MIAX. axios.link/3WQP6iy

🚑 Bicara Therapeutics, a Cambridge, Mass.-based developer of dual-action biologics, filed for a $200m IPO. The Phase 1 biotech plans to list on the Nasdaq (BCAX), and has raised over $300m in VC funding from firms like RA Capital (16.1% pre-IPO stake), Red Tree (9.8%, Omega Funds (6%), Invus (6%), TPG (5.7%), Aisling Capital, Fairmont, F-Prime Capital, Deerfield, and Braidwell. axios.link/4fZIQOq

• Kioxia, a flash memory chipmaker that Bain Capital carved out of Toshiba in 2018, is prepping an October IPO in Tokyo that could value the company north of $10b, per Nikkei. It first tried a Tokyo IPO in 2020, but bailed due to the pandemic and geopolitical tensions. axios.link/3yUi1dB

🚑 Zenas BioPharma, a Waltham, Mass., developer of therapies for autoimmune and inflammatory diseases, filed for a $100m IPO. The Phase 3 biotech plans to list on the Nasdaq (ZBIO), and raised over $350m from firms like Delos Capital Partners, SR One, NEA, Longitude Capital, Tellus BioVentures, Fairmount Funds, and Norwest Venture Partners. axios.link/3YXkRZZ

🚑 Nuvo (Nasdaq: NUVO), an Israeli maker of remote monitoring devices for fetus heart rates, filed for bankruptcy just four months after going public via SPAC. Prior to listing, the company had raised over $70m in VC funding. axios.link/3XqvnrH

• Tactical Resources, a rare earth miner that's publicly listed in Toronto, agreed to list on the Nasdaq at a pro forma enterprise value of $589m via a merger with Plum Acquisition Corp III (Nasdaq: PLMJ), per Bloomberg. axios.link/4cB8So3

🚑 Stryker (NYSE: SYK) agreed to acquire Vertos Medical, an Aliso Viejo, Calif.-based lumbar pain device maker that had raised around $200m from firms like Onset Ventures, MVM Partners, Pitango, and Revelation Partners. vertosmed.com

⚡ BP (LSE: BP) paid around $49m for a 15% stake in Zhejiang Jiaao Enprotech, a Chinese maker of sustainable jet fuel. axios.link/4fZKnUG

• Goldman & Knell, a Hollywood business management firm, agreed to merge with rival Gelfand, Rennert & Feldman. axios.link/4fTZjUa

• Klarna acquired the assets of defunct BNPL firm Laybuy in New Zealand. axios.link/3YWJTIG

⚡ Ovintiv (NYSE: OVV), a Denver-based oil driller, is seeking to sell its Uinta Basin operations, which could fetch $2b, per Bloomberg. axios.link/4dzu5Qr

• Earlybird Venture Capital of Germany said that its flagship fund family, which most recently raised $242m in 2021, is spinning out as an independent, rebranded entity. The remaining Earlybird will refocus on health and a CEE focus, each led by independent partnerships. axios.link/4dPrRw0

• Timespan Ventures, a new firm led by ex-Sound Ventures investors Maaria Bajwa and Evan O'Donnell, is raising its debut fund, per an SEC filing.

Tech dealmaking is up 44% year-over-year, despite U.S. and European antitrust concerns, according to new data from LSEG.

• The year's $324 billion in volume is still well below the boom years of 2021 and 2022, but well above any other prior years.