A lightweight Special Purpose Vehicle (typically a Delaware LLC) that is formed and fully operational before any capital is raised or contributed.
Unlike a traditional SPV, an SPV Lite is created with zero or nominal initial funding, no bank account requirement, and no immediate securities filings or tax returns. It is designed to onboard contributors who are receiving equity in exchange for services, sweat equity, advisory roles, or future commitments rather than cash investment.
Key characteristics
- Cap-table ready from day one (the startup sees only the SPV as the shareholder)
- No banking or brokerage integration needed at formation
- No Form D or other SEC filings required until capital is actually raised
- No K-1s or tax reporting until a taxable event occurs
- Ideal for venture studios, accelerators, pre-seed contributor pools, token projects, and advisor/employee equity programs
Once a priced round or cash investment occurs, the SPV Lite seamlessly converts into a standard capital-raising SPV without needing to restructure or amend the cap table.
Also called: “Zero-Capital SPV,” “Sweat-Equity SPV,” “Pre-Funded SPV,” or “Contributor SPV.”
Opposite: Traditional SPV (formed concurrently with or after capital commitments).
Example use: A venture studio spins up “Sally Studio HoldCo LLC” as an SPV Lite, grants membership interests to 25 builders and advisors, and the portfolio company issues shares only to the SPV Lite — keeping the cap table clean for future fundraising.
Read More: https://sally.co/spvs-the-most-flexible-investment-structure-in-modern-private-markets/