SPV Dictionary

This Special Purpose Vehicle (SPV) Dictionary serves as a comprehensive resource for understanding the terminology associated with these financial instruments. SPVs, by their nature, can involve a complex interplay of legal, accounting, banking, tax, compliance, and administrative considerations. This dictionary aims to provide clear and concise definitions for the key terms encountered in the context of SPVs.

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Foreign LLC

A Foreign LLC refers to an LLC that is registered in a state different from the state where it is “doing business.” While most SPVs

Form C

Form C is a document filed with the Securities and Exchange Commission (SEC) for equity crowdfunding under Regulation CF. This form is used to provide

Form ID

SPVs are required to file a Form D with the SEC through the SEC’s EDGAR online system. In order to gain access to the EDGAR

Formation Date

The Formation Date refers to the date of creation of an entity (SPV) as recorded with the jurisdiction where it is filed. For Master and

Fully Diluted Basis

Ownership on a fully diluted basis refers to the calculation of ownership assuming that all options, warrants, convertible securities, or other rights to acquire stock

Fund (Capital, Investment)

A fund is a structured vehicle designed to pool capital from multiple investors for the purpose of investing in private assets. This term encompasses various

Fund Close (Close)

A “Close” is triggered by one of the following events: (1) the countersignature of the fund documents by the fund manager, (2) the transfer of

Fund Docs (Fund Documents)

Fund documents are legal agreements that define the operations of an SPV and establish the rights and responsibilities of its members. SPV documents include the

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Fund Features

Up to 50 Investors
Up to 3 Closes
Entity Creation
Registered Agent
EIN
Money Movement Account
ACH and Wire
Documents
Flexible Economic Terms
QP and QC

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US and Non US Investors
Tax Documents including W-8 BEN E
506(b) Accreditation Verification
506(c) Accreditation Verification
KYC/AML Checks
Impersonate
Side Letters
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Document Regeneration

Refund 
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Deal Closing
Beneficiaries
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Assets
Purchase Agreement Checklist
Ops Panel
Multiple Closes
Multiple Assets

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