What is an SPV?
A special purpose vehicle (SPV) is a fund created to make one investment, usually in a single private company. Investors know exactly what they are buying, unlike a blind-pool fund where the manager picks the deals later.
Common types
- Venture syndicates: a lead investor raises money from backers for one startup round, typically for a carry of 10% to 20% and sometimes a one-time fee.
- Co-investment vehicles: a private equity firm lets its fund investors (and others) put extra money into one deal alongside the main fund, often with reduced or no fees.
- Secondary SPVs: buy existing shares of a late-stage private company from employees or early investors.
Why so many Form D filings
Each SPV that sells interests files its own Form D. Platforms often set up a master LLC or LP with many series, each a separate pool for one deal, which is why so many filings are named "Company X, a series of Platform Fund LLC". On AltMountain, 11,766 of 17,798 venture capital filings (66%) and 4,284 of 14,320 private equity filings (30%) look like single-deal vehicles by name.
AltMountain gives each vehicle a page labeled "Single-deal vehicle" but leaves them out of lists and search-engine indexes, so lists show investable funds. Detection is by name, so some vehicles may be missed and a few funds mislabeled.
What to check
- Who the lead is and whether they have their own money in the deal.
- Fees and carry at the SPV level, plus any platform fee.
- What exactly the SPV owns (direct shares, another SPV, or a forward contract) and the information rights you get.
See how to invest in venture capital and how to invest in private equity.
Education, not advice. This guide explains general rules and market practice. It is not legal, tax or investment advice, not an offer or solicitation, and not a recommendation of any fund. Rules change; confirm details with the SEC and a qualified professional. Disclosures
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