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 […]
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.