SPV Special Purpose Vehicle
A single-purpose legal entity that pools capital from many investors to make one investment — a company or a token deal. It shows up as a single line on the target’s cap table. GCRx runs the SPV end to end.
Resources · Glossary
The language of SPVs.
Every term a syndicate lead, fund manager or angel needs — vehicles, roles, economics, compliance and the Web3-native parts — in plain English. Search it, or filter by topic.
45 terms
Vehicles & structures
The wrappers capital moves throughDelaware Series LLC
A US master LLC that spins up ring-fenced series — one per deal — under a single umbrella. Files Form D and Blue Sky notices, issues K-1s, and caps at 99 LPs per series. GCRx’s default US structure.
BVI Series
A British Virgin Islands vehicle for international rounds — it takes investors from most jurisdictions and can back projects worldwide, with no US filings, no 99-LP cap. GCRx’s offshore structure.
Syndicate
A group of investors who back deals together behind a lead, on a deal-by-deal basis. Each deal is typically its own SPV, so LPs opt into what they like.
Fund
A pooled vehicle that makes many investments over a set period — versus an SPV’s single investment. LPs commit capital up front to a blind pool the manager deploys.
Nested SPV
An SPV that invests into another SPV or fund — used to bundle a set of investors or add a layer of structuring beneath a lead vehicle.
Proprietary (prop) fund
A fund that invests a manager’s own balance-sheet capital rather than outside LP money. GCRx can structure prop funds on request.
Deal-by-deal
Raising a fresh vehicle for each investment (the SPV model), so LPs choose every deal — as opposed to committing blind to a multi-year fund.
Roles
Who's who in a dealGeneral Partner GP
The manager who sources, structures and runs the vehicle and its investment — and sets the terms and the carry it charges its own LPs. In a syndicate, the lead is the GP.
Limited Partner LP
An investor in the vehicle whose liability is limited to their commitment. LPs put in the capital and receive the returns; they don’t manage the deal.
Syndicate lead
The person who brings the deal and the LPs and runs the raise — the GP of the SPV. GCRx handles everything behind them so they stay focused on the raise.
Exempt Reporting Adviser ERA
An investment adviser exempt from SEC registration while remaining subject to SEC reporting requirements. Where appropriate, an ERA can be arranged for the SPV.
Fund administrator
The back office of a vehicle — formation, onboarding, banking, cap table, accounting, distributions and tax. GCRx is the fund administrator for fiat and stablecoin vehicles.
Registered agent
The in-state representative every Delaware or BVI entity must keep to receive official mail — service of process, state notices — on the vehicle’s behalf. Part of the SPV’s standing setup, maintained for the life of the vehicle.
Legal counsel
The lawyers who paper a deal’s structuring — in-house at some platforms, an outside firm at others. GCRx runs legal support with the deal, bringing in experienced counsel where needed.
Money & economics
How the fees and upside workCarried interest carry
The share of a deal’s proceeds paid to the GP/lead — typically 10–20%, charged on the profit or on the whole distribution, whichever basis the deal terms set. The syndicate lead sets and charges this to its LPs.
Platform carry
A slice of the upside taken by the admin platform itself, on top of its fees — separate from, and on top of, the carry the syndicate charges its own LPs.
Management fee
A recurring fee on committed capital that funds operations. GCRx’s pricing works differently — a flat setup plus a tiered % of the raise, charged once at close.
Setup fee
The one-time cost to form and launch the vehicle — filings, token-doc support and stablecoin rails included.
Capital call
A request for LPs to send committed capital into the vehicle. SPVs usually call the full amount once, ahead of a single closing.
Distribution
A payout of proceeds to LPs at an exit or token event. GCRx supports every type of distribution — fiat, stablecoins and native tokens.
Waterfall
The order in which proceeds are split when the SPV distributes — who is paid what, in what sequence, per the agreed terms and carry basis. GCRx calculates and administers the waterfall.
Pro-rata
The right to invest again in a company’s later round to maintain your ownership percentage as it raises more capital.
Follow-on
A later investment into the same company you already hold — often run through a new SPV alongside the original position.
Hurdle / preferred return
A minimum return LPs must receive before the GP starts earning carry — a common LP-protection term.
AUM Assets Under Management
The total capital a manager oversees across all their vehicles — a headline measure of scale.
Compliance & legal
The paperwork that keeps it legalKYC/B
“Know Your Customer / Business” — identity and background verification on every investor. GCRx runs KYC/B once per LP, reused across future deals, on fiat and crypto investors.
AML
Anti-Money-Laundering checks on the source and flow of an investor’s funds — required before capital can enter the vehicle.
Accredited investor
An investor meeting SEC income or net-worth thresholds, who may take part in private offerings. GCRx handles accreditation checks where a raise requires them.
Reg D 506(b)
A private-placement exemption that prohibits general solicitation and may permit a limited number of eligible non-accredited investors.
Reg D 506(c)
A private-placement exemption that permits public solicitation, but every investor must be verified accredited. Delaware vehicles only — 506(c) is a US-offering item, so it doesn’t apply to the BVI vehicle.
Form D
The notice filed with the SEC after a Reg D raise. GCRx prepares and files it as part of the setup.
Blue Sky filing
State-level securities notices filed in the US states where the SPV’s US investors reside — Florida requires none. GCRx files them and passes the state fees through at cost (most are flat; some scale with the offering size, within min/max caps), plus a flat $160 EFD (Electronic Filing Depository) system-use fee per SPV filing. US investors only — BVI vehicles file no Blue Sky notices.
K-1
A US tax form (Schedule K-1) that reports an LP’s share of a Delaware SPV’s taxable income, gains, losses and deductions. Where applicable, GCRx prepares and issues K-1s for Delaware SPVs. BVI SPVs do not issue US K-1s.
Subscription documents
The legal package an LP signs to join the vehicle — the subscription agreement, operating agreement and investor questionnaires.
Side letter
A supplemental agreement giving a specific LP custom terms — fees, carry, or information rights. GCRx papers side letters on request.
Web3-native
The parts most SPV shops can't doStablecoin
A token pegged to a fiat currency (e.g. USDC). GCRx accepts stablecoin payments alongside fiat wires in the same SPV — funded, deployed and distributed on-chain.
USDC
A fully-reserved US-dollar stablecoin issued by Circle. It’s GCRx’s default rail, though we’re stablecoin-agnostic and support others.
Token warrant
A right to receive a project’s tokens if and when it launches them — the crypto analogue of an equity warrant. The docs come from the company; the SPV signs, holds and administers them as standard.
SAFT
“Simple Agreement for Future Tokens” — an investment contract that entitles an investor to tokens at a future network launch.
SAFE
“Simple Agreement for Future Equity” — a convertible instrument for early equity investments that converts in a future priced round.
TGE Token Generation Event
The event when a project launches its token. A TGE commonly marks the beginning of the token vesting and distribution schedule.
On-chain
Recorded and settled on a public blockchain. GCRx supports on-chain funding and distributions across all supported blockchain networks.
Vesting / cliff
A schedule over which tokens or equity are released to holders. A “cliff” is an initial period during which nothing vests, after which a chunk unlocks.
Cap table
The register of who owns what in a company or vehicle. A well-run SPV appears as a single, clean line on the target company’s cap table.
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