SPV Documentation

What is a Subscription Agreement?

A Subscription Agreement is a legally binding contract between an investor and an investment vehicle (such as an SPV) that formalizes the terms of the investment. This agreement includes:

• Investment amount
• Representations and warranties from the investor
• Transfer restrictions and liquidity provisions
• Rights and obligations of all parties
• Governing law and dispute resolution mechanisms

The Subscription Agreement is a critical legal document that investors should review carefully before signing. Our platform facilitates digital execution of these agreements to streamline the investment process. You will be required to sign this document digitally as part of the order submission process.

What is a Private Placement Memorandum?

A Private Placement Memorandum (“PPM”), also called an Offering Memorandum (“OM”) or Offering Circular (“OC”), is a comprehensive disclosure document provided to prospective investors in a private placement. The PPM includes:

• Detailed description of the investment opportunity
• Risk factors specific to the investment
• Terms of the offering and investor rights

The PPM serves as the primary information source for investors evaluating a private placement opportunity and should be reviewed thoroughly before making an investment decision. Reviewing the PPM is part of the order submission process.

What is the Risk Factors document?

The risk factors document provides investors with general risk disclosure information regarding investing in private companies, the underlying private company in which the SPV is investing, as well as any transaction risk associated with the SPV offering. For example, if an SPV is a “double-layer” structure, where one SPV is investing in another SPV that owns shares in the private company, that factor will be disclosed in the risk factors document. Investors should read the risk factors document carefully before making an investment decision

What is an Operating Agreement or LLCA?

Each SPV is a separate, bankruptcy remote LLC. The LLCA or “Operating Agreement” defines the structural, organizational and operational matters associated with each LLC. Such matters include, amongst other things; the name of the entity, jurisdiction of formation and operation, operating procedures, rights of the members, taxes, distributions and transfers. Investors should review the LLCA or “Operating Agreement” before making any investment decisions.