Distribution
A payment made by a company to its shareholders, which may consist of stock, cash, or other assets such as crypto tokens. In the context of an SPV, a distribution refers to the allocation of capital gains and income from a portfolio company to the SPV investors. SPVs receive distributions from assets, such as portfolio […]
Doing Business
The term “doing business” refers to a legal condition where a business regularly conducts its normal activities in a state other than its original registered jurisdiction or has substantial contacts within that state. It also applies to having a presence in a state for legal and tax purposes. While SPVs are considered businesses, they are […]
Dossier
A collection of papers containing information on a particular subject or person.
DPA (Debt Payable by Assets)
A type of debt security, typically used in crypto token presales, that is payable through assets. DPAs may be issued to both accredited and unaccredited investors.
EIN (Employer’s Identification Number, TIN, Tax Identification Number)
A unique identification number assigned to a business entity by the Internal Revenue Service (IRS) for tax reporting purposes. Commonly referred to as a Federal Tax Identification Number, the EIN is used to report taxes and identify the entity for various legal and financial activities. Banks typically require an EIN to open a bank account […]
Equity (Common Stock or Preferred Stock, Shares)
Equity refers to ownership in a company, typically represented by stock, that entitles the shareholder to a proportionate share of the company’s assets and earnings. The two most common types of equity are Common Stock and Preferred Stock. Preferred Stock is a class of ownership with a higher claim on the company’s assets and earnings […]
ERA (Exempt Reporting Adviser)
An Exempt Reporting Advisor is an investment adviser that is not required to register (like a Registered Investment Advisor) with the Securities and Exchange Commission (SEC) or state regulators, provided it meets specific qualifications, pays applicable fees, and reports public information through the Investment Adviser Registration Depository (IARD). Large advisers, with $100 million or more […]
Estimated Closing Date
The projected date by which the SPV Organizer anticipates completing the capital raise to reach the target fundraise amount. This date is significant for all parties involved, as it indicates when funds will be available for allocation to the target asset or project. The estimated closing date helps create a timeline for investors to finalize […]
ETF
A marketable security that tracks the performance of an index, commodity, bonds, or a basket of assets. ETFs are traded on stock exchanges and offer investors exposure to a diversified portfolio, typically with lower fees compared to mutual funds.
Exempt Offering
A securities transaction in which an SPV is not required to register with regulatory bodies, such as the Securities and Exchange Commission (SEC). Exempt offerings typically involve private placements or Regulation D offerings, where securities are sold privately to accredited investors rather than being offered to the general public. SPVs are mainly structured as exempt […]
Expense Reserve
An Expense Reserve is a separate account, typically established by the SPV Organizer in the Organizer’s name, used to collect funds from investors specifically for covering the SPV’s expenses. Investors are required to deposit their investment funds into the SPV’s main bank account and then contribute additional funds into the expense reserve account. This approach […]
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 are initially registered in states such as Delaware, which offer favorable tax or fee benefits, an SPV may need to register as a Foreign LLC in the state where the […]
Foreign Tax Identification Number (FTIN)
A Foreign Tax Identification Number (FTIN) is a taxpayer identification number issued by a country outside the United States. The FTIN may take the form of a government-issued identification card or a social insurance card, depending on the country. Non-U.S. investors seeking to invest in an SPV are typically required to provide an FTIN as […]
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 disclosures and information about the offering to potential investors. While Regulation CF transactions can utilize an SPV structure, many crowdfunding platforms operating under Regulation CF do not employ SPVs.
Form D (Notice of Sale of Securities)
Form D, also referred to as the Notice of Sale of Securities, is a filing requirement under Regulation D, Section 4(6), and/or the Uniform Limited Offering Exemption of the Securities Act of 1933. It is required for companies that are selling securities in reliance on a Regulation D exemption or Section 4(6) exemption provisions. The […]