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 […]
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 system, a CIK number and other access codes must be obtained, and an SPV Organizer obtains a CIK number and other access codes by filing a Form ID with the […]
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 Regular/Traditional SPVs, this is the official date of establishment. For Series SPVs, the Formation Date is either the date a deal is initiated or, at the latest, the date the […]
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 have been exercised or converted. Read more: https://www.investopedia.com/terms/f/fullydilutedshares.asp
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 types of investment vehicles, including Special Purpose Vehicles (SPVs), venture capital funds, private equity funds, hedge funds, and others. Read more: https://www.investopedia.com/terms/i/investment-fund.asp
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 funds to the company (i.e., when investors’ funds are wired), or (3) the signing of investment documents by the fund manager. The close is significant as it activates federal and […]
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 Operating Agreement, Private Placement Memorandum (PPM), and Subscription Agreement. The Operating Agreement outlines the relationship between the investors and managers of the SPV. The Subscription Agreement details the terms under […]
Fund of Funds (FOF)
A fund of funds is an investment strategy where a fund invests in other funds rather than directly in stocks, bonds, or other securities.
GP (General Partner)
A General Partner (GP) is a legal entity or structure that serves as the owner and manager of a limited partnership (LP). A key characteristic of a GP is its unlimited liability. GPs are typically responsible for managing the partnership’s operations. The term “GP” is also used to refer to the individual or entity that […]
Grantor of a Trust
The Grantor of a trust is the individual who creates the trust and contributes the assets held within it. Read more: https://www.investopedia.com/terms/g/grantor.asp
Hedge Fund
Hedge Fund: An investment fund that pools capital from accredited individuals or institutional investors to invest in a diverse range of assets. Hedge funds typically employ advanced portfolio construction and risk management strategies. They are generally open-ended, permitting contributions and withdrawals by investors at specified intervals. Read more: https://www.investopedia.com/terms/h/hedgefund.asp
Holdbacks
A portion of the purchase price in an acquisition that is withheld by the acquiring company. These funds are held to cover potential or known expenses, liabilities, or legal contingencies that may arise post-acquisition. The acquiring company typically sets a defined period for these issues to be resolved, after which the remaining holdback funds are […]
Investment
The term used to describe an investor’s completed subscription to an SPV’s offering.