SPV 101
“The Deal‑Container” Behind Every D‑Day Investment
1. What Is an SPV?
A Special Purpose Vehicle (SPV) is a one‑off legal entity—usually an LLC—created solely to hold a single investment. Think of it as a “deal container.” Everything that goes into the container (cash, startup shares) and everything that comes out of it (proceeds at IPO) is isolated from other deals and from D‑Day’s operating company.
Simple cap table for founders
The SPV appears as one shareholder instead of hundreds of small investors.
Transparent ownership for investors
Your equity stake is crystal‑clear: you own LP units in the SPV, and the SPV owns shares in the startup—no hidden layers.
Regulatory fit
U.S. securities rules are designed around SPVs; audits, K‑1s, blue‑sky filings all have a home.
At D‑Day we form a Series‑LLC in Delaware. The master LLC (the “umbrella”) spawns a new internal Series for every startup—effectively creating a fresh SPV each time without a full reincorporation.
2. Investor Journey — Step by Step
Below is the end‑to‑end path, separated into non‑U.S. investors (Reg S) and U.S. angel‐club investors (Reg D §506 b “white‑glove”) so you can see exactly what happens in either case.
A. All Investors — Preliminaries
Read the Deal Memo in GitBook → understand thesis, terms, and soft / hard caps.
Wallet Setup – Any Solana‑compatible wallet (e.g., Phantom, Backpack) will work. This wallet will later receive your security tokens.
B. Non‑U.S. Investors (Reg S)
1. Acquire Utility Tokens
Buy on a Solana DEX (Raydium, Meteora).
Price discovery begins; on‑chain volume gauges market demand.
2. Burn for Access
Use the Burn dApp to destroy a preset amount of tokens → get a one‑time “burn receipt.”
Smart contract records wallet as eligible for equity round.
3. KYC & Sign Docs
Upload passport, pass sanctions check, e‑sign Subscription Agreement.
Compliance oracle marks wallet KYC‑passed.
4. Fund the SPV
Send USDC to the offshore escrow wallet.
Funds batched; escrow remits to SPV bank acct.
5. Receive Security Tokens
Token‑2022 LP units appear in your wallet—1 token = 1 LP unit.
Mint transaction logged on‑chain; transfer lock timer starts (12 mo. into U.S.).
6. Monitor & Wait
Track startup KPIs in the D‑Day dashboard; tokens stay non‑transferable.
Quarterly updates; audited financials uploaded annually.
7. Exit Event
IPO or SPV sale triggers cash/stocks flowing into the SPV.
Smart contract burns your security tokens and streams your share of proceeds (USDC) straight to your wallet.
C. U.S. Angel‑Club Investors (Reg D §506 b)
1. Private Invitation
Club receives deal deck via existing relationship (no public marketing).
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2. Accreditation Letter
Club collects CPA/attorney letters for each participating member.
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3. Subscription Packet
Club signs master Subscription Agreement on behalf of members.
Validate club accreditation; create investor ledger.
4. Funding
Club wires a single USDC tranche to the broker‑dealer escrow wallet.
Burn required utility tokens on club’s behalf to satisfy “ticket” rule.
5. Token Delivery
Club designates a Solana wallet (custodian or internal multisig).
Mint & transfer the aggregate LP security tokens to that wallet.
6. Reporting
Club receives quarterly statements + K‑1 equivalents; can forward to members.
File Form D within 15 days; maintain blue‑sky compliance.
7. Exit Distribution
Club’s wallet auto‑receives USDC / public shares; club disburses internally.
Smart contract burns security tokens; records on‑chain proof of payout.
TL;DR
An SPV is your single‑deal holding tank. You invest into it once, receive a security token that can’t wander off until exit, and—when the startup wins—you get paid out automatically on‑chain. Everything else (token burns, legal filings, KYC, cap‑table headaches) is handled behind the scenes so you can focus on tracking the company, not chasing paperwork.
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