A single-member Special Purpose Vehicle (also called a “Fund-of-One SPV” or “Single-Investor SPV”) formed by one individual, family office, or institution for the sole purpose of making and holding a single private investment — with the primary goal of maximizing future transferability and liquidity.
Key characteristics
- Exactly one economic owner (100 % membership interest)
- Appears as a single line on the target company’s cap table instead of the individual or personal LLC
- Typically funded directly by the investor (no separate SPV bank account required at close)
- Designed to be sold or transferred in its entirety without triggering company-level transfer restrictions, right-of-first-refusal clauses, or board/CEO approval
- No carried interest, no management fees, no other investors — pure pass-through ownership
- Often used repeatedly by the same investor (one SPV One per deal) to create a clean, modular private portfolio
Primary benefit Turns an otherwise illiquid, restricted direct investment into a fully transferable asset by selling the SPV entity itself (membership interests) on secondary marketplaces or privately.
Also called: “Single-Member SPV,” “Fund-of-One SPV,” “Liquidity SPV,” “Transfer SPV,” or “Angel Wrapper.”
Opposite: Traditional multi-investor SPV or direct personal investment.
Example use A high-volume angel investor forms “SallyHoldings 2025–17 LLC” as an SPV One, wires $250K into a Series A, and appears on the cap table only as that LLC. Four years later, she sells 100 % of the LLC (containing only those shares) to a secondary buyer in one transaction — no company consent required.
Read More: https://sally.co/spvs-the-most-flexible-investment-structure-in-modern-private-markets/