State of
the SPV
Assure Analytics Report
April 2022
©2018 DifferentFunds, Inc. ● PROPRIETARY & CONFIDENTIAL
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“The private markets are innovating at a breakneck pace. New
technologies, tactics, and tools are making it easier to invest in all
kinds of Alternative Assets. The Special Purpose Vehicle (SPV) is
driving this transformation, and it's quickly becoming the structure of
choice for everyone from individual investors to billion-dollar family
of ces.
Transparency is central to our work at Assure, so I’m thrilled to
announce the 2022 State of the SPV Report. This rst of its kind, this
report is packed with insights on how SPVs are used across the private
markets. It’s a prelude of what’s to come as Assure builds the world’s
most complete private transactions platform.”
— Jeremy Neilson
CEO, Assure
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I. Executive Summary .......................................................................................................................................4
II. State of the SPV Overview ........................................................................................................................6
Report Methodology......................................................................................................................................................................6
A Brief History of SPVs / State of the Market ..................................................................................................................7
Who Uses SPVs ................................................................................................................................................................................9
III. 2021 State of the SPV ..............................................................................................................................10
A. SPV Size .........................................................................................................................................................................................11
B. Investors Per SPV ....................................................................................................................................................................14
C. Investor Check Sizes ..............................................................................................................................................................17
D. Management Fees ...................................................................................................................................................................19
E. Minimum Investment.............................................................................................................................................................23
F. Deal Assets Per SPV ...............................................................................................................................................................25
G. Formation, Investment & Distribution Timeframes .............................................................................................30
H. Ownership Pro les .................................................................................................................................................................33
I. Membership Transfers ...........................................................................................................................................................35
J. International Investors...........................................................................................................................................................36
K. Reg D ..............................................................................................................................................................................................38
IV. Conclusion .....................................................................................................................................................41
V. About This Report .......................................................................................................................................42
About Assure ..................................................................................................................................................................................42
Assure Analytics ............................................................................................................................................................................42
Appendix: Methodology ..............................................................................................................................43
For more information, please contact:
Mack Kolarich, VP Assure Analytics
mack.kolarich@assure.co
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State of the SPV Report
April 2022
I. Executive Summary
Special Purpose Vehicles (SPVs) are becoming the preferred tool for private market investors. Costs
to form and administer these vehicles have dropped dramatically over the last decade – from $200K+
to $10K or less – thanks in large part to Assure’s innovations in process and technology. As a result,
more investors, from more backgrounds and perspectives, are incorporating SPVs into their private
markets toolkit. But little has been published about the dynamics of SPVs, until today. Assure
analyzed data on thousands of SPVs , their investors and organizers to surface insights never before
available. The 2022 State of the SPV report is intended to be an industry benchmark of the way
dealmakers and their investors use this dynamic, exible, low-cost structure for high-velocity private
market transactions.
Flexible Structure for Deals of all Sizes and Types
SPVs range in size from under $100K to hundreds of millions of dollars. But for 2021, the median SPV
was $422K. It had 12 investors, writing average checks of ~$25K, with a typical investment minimum
of just $10K. It’s likely a private 506(b) deal (e.g. not crowdfunding), investing into a single asset. It has
even odds in the ownership distribution of its investors – with half of SPVs being widely distributed
and half having an outsized investor (either an anchor or sole investor). This median SPV often invests
into a startup deal, with over 50% of all SPVs using a Preferred or Common Stock purchase
agreement. That said, SAFEs and Convertible Notes aren’t uncommon, and Preferred Stock is waning
in popularity. Of course, SPVs are used to invest across Alternative Assets, and non-startup deals that
use SPVs – from art to real estate to private credit to oil & gas – are on the rise.
Contrast to Venture Funds: Lower Fees, Faster Deals & Distributions
Management fees – a staple of professional investors in the private markets – are a rarity with SPVs.
Less than 10% of SPVs formed collect any management fee. While this ratio is trending up year over
year (suggesting that more professional investors are adopting SPVs as a primary strategy) –
organizers that do charge typically have lower fees than seen in blind-pool funds. This suggests that
SPVs are driving down the ‘cost to invest’ in private assets, from what is found in traditional fund
structures. Over time, this may also result in superior performance, net of fees.
Speed is everything with SPVs. The median number of days between an SPV forming and the date of
its rst purchase agreement is 35, though some SPVs move much faster. New York SPVs move
especially fast, with a median of 14 days between SPV formation and asset purchase. As Organizers
gain more experience with SPVs, they start to move more quickly.
The median SPV executes its rst distribution (may be a partial distribution or dividend payment)
within 2.5 years. Distributions are often cash, but can also be shares or tokens. This pace is re ective
of the use of SPVs to “double down on winners” (e.g. follow-on investments at later stages) as well as
the use of SPVs across asset types.
Finally, contrary to VC rms, SPVs tend to raise more outside the top venture markets of California
and New York. 37% of SPVs raised by organizers in other U.S. regions collect $1M or more, versus
29% and 14% for New York and California organizers, respectively.
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Shifting Dynamics, New Market Norms
There’s incredible nuance in this market that de es summary. Different patterns emerge whether
you’re looking at changes over time, variations by location, etc. To understand the state of SPVs
today, read the full report. It offers a picture of the future of private markets as SPVs become the
structure of choice for simpler, more cost-ef cient transactions moving at Internet speed.
About the Authors
Assure provides a FinTech platform for private asset investing. The company specializes in Special
Purpose Vehicles (SPVs) and is the largest provider in the United States having completed over
8,000 SPVs to date. The company offers end-to-end formation and administration services for
clients from angel investors to venture funds to family of ces to large institutional allocators,
providing services from legal to accounting to compliance to tax to administration. As part of this,
Assure built a state-of-the-art technology stack with white-label APIs that automate everything from
banking to compliance to post close activities.
Assure Analytics is the business intelligence unit of Assure. It makes sense of millions of data points
across the private markets, surfacing relevant insights and knowledge to help clients and the global
nancial industry make better investment decisions.
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II. State of the SPV Overview
‣ As the cost to form and administer SPVs have plunged (from $200K+ to $10K and even less),
the kinds of investors using SPVs and the types of assets they invest in have expanded rapidly.
‣ Fewer than 10% of SPVs formed in 2021 collected any management fee. For SPVs that do
collect management fees, the average is 4.2% (total, not per year). This is in stark contrast to
many traditional fund vehicles, which commonly charge management fees.
‣ SPVs are rapidly becoming the low-cost structure of choice for high-velocity private markets
transactions.
Special Purpose Vehicles (SPVs) are becoming the preferred tool for private market investors. Over
the last decade, the costs to form and administer SPVs have drastically declined thanks to Assure,
while the ef ciency and simplicity of the SPV has increased. Their exible nature is core to their
growing adoption, as SPVs enable investors to easily syndicate deals across a range of alternative
assets – from startups to VC funds to crypto tokens to real estate to art and other collectibles.
Yet despite their rapidly growing adoption, there is limited data-driven information available about
Special Purpose Vehicles. Like many aspects of the private markets, SPVs have historically been a
black box. That’s why Assure is launching the ‘State of the SPV’ Report. In this report, we look at
1000s of SPVs to unpack trends around size, velocity, terms, networks, geographies, and more.
Our goal is to provide the go-to benchmark data for SPV investors and organizers across the capital
stack. Whether you are an active private markets investor with a sophisticated approach to SPVs as
part of your toolkit, a prospective dealmaker considering using an SPV for the rst time, or an
investor who may not lead SPVs themselves but is open to deploying capital through them, this
report has insights for you.
Report Methodology
This report analyzes thousands of SPVs formed via Assure since 2012. For the most recent year
(2021), the dataset includes over 2,000 SPVs formed by more than 650 organizers.
De nitionally, ‘organizers’ refer to the people or rms that initiate the creation of an SPV, sourcing the
underlying deal and pooling capital from other individuals or rms to make the investment. ‘Investors’,
meanwhile, refer to the entities that invest in the SPV itself, typically being more passive than the
organizer. For this report, all currency discussed is in U.S. dollars.
Analysis spans broad market wide statistics, occasional actions that may occur with SPVs (ex:
membership transfers), as well as assessments across time and geography. In the case of locationbased analysis, we chose to focus on four regions for this report: California, New York, the rest of the
United States, and international. These choices break down the two largest ecosystems for private
markets (California and New York), along with a comparison to the rest of the U.S. and international
organizers. The State of the SPV Report highlights some of the more interesting trends and insights
in the data.
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A Brief History of SPVs / State of the Market
The Special Purpose Vehicle is a exible investment structure optimized for private assets. It allows
investors to collect and deploy capital quickly and ef ciently. Investors use SPVs to deploy capital
into a wide range of alternative assets such as startups, real estate, private credit, crypto,
commodities, venture capital, collectibles such as rare wine and art, and beyond. While in some cases
an SPV contains just a single investor (more analysis on this below), most often an SPV has multiple
investors and is used to syndicate shared ownership in a deal. Visit our website for detailed
information on the inner workings of SPVs, including a breakdown of the anatomy of an SPV.
The SPV as a concept has existed for a long time. Historically, the formation and administration of
these separate legal entities was notoriously expensive. Even just a decade ago, SPV formation fees
were generally well above $200,000, with law rms overcharging for documents based on in-house
templates, with ongoing administration costs layered on top. These high organizational fees kept
SPVs in the purview of a small roster of deep-pocketed investors; they not only limited the range of
private market nancings that could occur, (e.g.: which deals received nancing), but also limited
which investors could feasibly invest.
In 2013, Assure began making SPVs accessible to investors of all shapes and sizes. Through
relentless focus on optimization, streamlining, and talent and technology integration, Assure
pioneered new approaches to formation, introduced administrative ef ciencies, and drove down the
cost of creating SPVs. Today, simple SPVs can be created for under $10,000 – a drastic change from
just a decade prior. More complex SPVs can be built to accommodate a range of investor needs; but
even these complex SPVs bring cost and operational ef ciencies that surpass those found in
traditional fund structures.
The result is rapid growth, uniform structure, and more investors, from more backgrounds, investing
in more kinds of assets, are using SPVs than ever before.
Growth in SPV Use & Capital Raised
$4.0B
3000
$3.0B
2250
$2.0B
1500
$1.0B
750
$0.0B
2015
2016
2017
2018
2019
Total Capital Raised
0
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SPVs Formed
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SPVs Invest in Many Alternative Assets, Including:
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Who Uses SPVs
Virtually anyone can organize an SPV to invest in a private asset. While forming and managing an SPV
on your own can be quite complicated, Assure exists to simplify this process, offer end-to-end
support, and ensure that our clients follow the correct order of operations and avoid regulatory
pitfalls. Our clients at Assure span a tremendous range of investor pro les. We work with everyone
from individuals building small personal syndicates to online investment platforms to large family
of ces and investment banks.
Additionally, SPVs can be formed by virtually anyone, anywhere. Assure clients are located around the
world, and our clients, similarly, have global investor networks.
Assure Clients include:
Accelerators and Incubators
Investment Banks
Angel Groups
Online Investment Platforms
Broker Dealers
Philanthropic Organizations
Corporations and CVCs
Private Credit Funds
Crypto Investment Firms
Private Equity Firms
Family Of ces and Multi-family Of ces
Real Estate Firms and Funds
Film Studios
RIAs, OCIOs, and Wealth Managers
Fund Administrators
Secondaries Funds
Fund of Funds
Syndicate Funds
Hedge Funds
Venture Capital Firms
Individual Investors
And many more
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III. 2021 State of the SPV
This benchmark seeks to clarify the state of SPVs today, bringing greater transparency to private
market investing. The following sections discuss different aspects of SPVs: they include summary
stats, recent snapshots, trends over time, and location-based comparisons. In some cases, we include
commentary on potential drivers in uencing the numbers. In other cases, we leave it up to our
readers to interpret. The bulk of reported metrics are for SPVs formed in 2021. In some cases, we
conduct time series analysis to examine trends.123
2021
Average
2021
Median
SPV Size
$1,496,709
$421,840
Investors per SPV
24.10
12.00
Capital Commitment per Investor
$122,413
$25,663
Management Fee (when present)
4.2%
4.8%
Minimum Investment
$75,398
$10,000
Days to First Investment
49.53
35.00
Percent of Capital from International Investors
63.04%
83.5%
1 Management fees as part of an SPV are fairly rare. See pp. 20 of the report for a deeper discussion.
Some deals move much faster, and at Assure we nd that more experienced organizers tend to increase their
cadence on subsequent SPVs.
2
3
Note that only 44% of SPVs include investments from international investors.
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A. SPV Size
‣ While SPVs range in size from under $50K to $500M or more, the median SPV size is $422K.
‣ 70% of SPVs raise under $1M, though 6% of SPVs raise above $5M.
‣ Organizers based outside of California and New York raise more capital through each SPV than
organizers based in the two regions that traditionally dominate private markets.
‣ Over the last 6 years, the median SPV size has nearly doubled while the average has more than
tripled, from less than $500K to nearly $1.5M, suggesting that organizers are increasingly
using SPVs to invest in a wider range of deal sizes.
Starting with the most fundamental attribute of any investment structure, the following charts
explore how much capital the typical SPV raises.
Last year the median SPV raised $422K from investors. Given the propensity for SPVs to be singleasset investment structures (meaning they’re targeted towards a single startup or other asset), this
deal size makes sense.
But at more than three times the median, the average of $1.5M hints there’s wide dispersion in SPV
size, and this structure is not simply being used for smaller, early stage investments, but also for
larger, later stage deals.
Typical Amounts Raised by SPVs
$2,000,000
$1,500,000
$1,000,000
$500,000
$0
Average SPV Size
Median SPV Size
Indeed, while the bulk of SPVs formed (70%) raised less than $1M, the tail extends far to the upper
extreme, with roughly 6% of SPVs raising over $5M and 2.5% exceeding the $10M mark. In some
cases, clients raised SPVs well in excess of $100M. These larger vehicles represent both the use of
SPVs to access highly sought-after pre-IPO rounds (or high-value real estate projects), as well as to
invest in multiple entities through the same SPV (i.e. multi-asset SPVs).
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Distribution of Amount Raised by SPVs
40%
30%
20%
10%
0%
$0K$100K
$100K$500K
$500K$1M
$1M$2M
$2M$5M
$5M$10M
>$10M
Variation by Location
As with many other assets, the size of SPVs vary by location. Perhaps counterintuitively, organizers
based outside of California and New York raise more capital through each SPV, on average than
organizers based in the two regions that traditionally dominate private markets. This is in contrast to
some asset classes such as venture capital, where fund sizes in CA and NY tend to be much larger
than those elsewhere.
This discrepancy is largely due to a wider dispersion in SPV size for non-California/New York
organizers, with these ‘outside’ locations being more likely to leverage SPVs for heftier deals.
Whereas 86% of SPVs raised by organizers in California and 71% of SPVs raised by those in New York
collect $1M or less, that proportion drops to 63% in other U.S. regions (and 67% for international
organizers).
Variation in Typical SPV Size by Organizer Location
$2,000,000
$1,500,000
$1,000,000
$500,000
$0
California
New York
Average SPV Size
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International
Median SPV Size
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Effectively, this means organizers based in California and New York use SPVs for a much more
consistent deal size (sub-$1M) than organizers elsewhere. It also may suggest that in these capitalabundant regions (California and New York) SPVs are more commonly a speciality tool used to
supplement primary investment activity, while more capital-scarce regions have a higher likelihood of
leveraging an SPV to make more signi cant investments. Or, this may re ect the maturity of SPV
adoption by investors in different markets, with New York and California investors being more
comfortable using SPVs for even the smallest allocations.
Change Over Time
Given the extensive growth in use of SPVs over the last decade, it’s no surprise that we see signi cant
changes over time in the size of SPVs. Based on Assure’s data, SPVs are increasingly being used
across the deal size spectrum.
Over the last 6 years, the median SPV size has nearly doubled while the average has more than
tripled, from less than $500k to nearly $1.5M.
Giving more context to the widening dispersion in SPV size, in 2015 over 90% of SPVs collected less
than $1M; in 2021, that proportion fell to 70%. This suggests deal organizers are increasingly seeing
SPVs as exible investment tools that can be deployed across a wide range of deal sizes, across the
capital stack.
Growing Median-to-Average Size Gap Points to
Use of SPVs Across Spectrum
$2,000,000
$1,500,000
$1,000,000
$500,000
$0
2015
2016
2017
2018
2019
Average SPV Size
2020
2021
Median SPV Size
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B. Investors Per SPV
‣ Since 2015, the median number of investors per SPV dropped in half, from 24 to 12, while the
average fell from 31 to 24. One possible explanation is that SPVs are increasingly being used by
newer organizers with smaller investor networks.
‣ California and New York SPV organizers see smaller average check sizes per investor ($85K
and $95K), which is about half of the $162K average for other U.S. locations.
‣ International organizers raise signi cantly more capital per investor than other regions. The
median SPV with a non-U.S. organizer raised $38K and the average raised $325K per investor,
versus a median of $20K and average of $103K in the U.S.
In order to raise capital for SPVs, organizers rely on their investor networks to each contribute a
portion of the total raise. But what’s a typical number of investors to onboard for each SPV?
In 2021 the median SPV raised capital from 12 investors. This sets the norm for SPVs at a fairly small
pool of investors – at least compared to traditional fund structures, which raise from several dozen to
hundreds of backers (and some asset classes have even seen signi cant growth in the number of LPs
(Limited Partners) per fund over the last several years).
The average SPV, meanwhile, raises from twice as many investors as the median, at 24. This points to
a wide dispersion in ‘norms,’ with many SPVs pooling capital from signi cantly more investors than
the typical 12.
Typical Number of Investors Per SPV
25
20
15
10
5
0
Average Investors per SPV
Median Investors per SPV
Diving deeper into the variation in investors per SPV, the following chart suggests organizers see
SPVs as conducive to any investor network size.
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Although SPVs concentrate around raising from fewer than 20 investors (two-thirds did so last year),
a rather signi cant 13% include more than 50 backers, with nearly 4% including more than 100
backers.
Distribution of Number of Investors per SPV
25%
20%
15%
10%
5%
0%
1
2 to 5
6 to 10
11 to 20
21 to 50
51 to 100
>100
Variation by Location
Across markets, the median SPV raises capital from a fairly consistent number of investors (15 to 17).
However, a larger gap between the average and median for SPVs raised by organizers outside
California and New York points to less concentration around the median in these other markets.
Whereas just 28% of SPVs by California and New York organizers onboarded more than 30 investors,
in other U.S. markets that percentage rises to 34%. This means organizers in regional U.S. markets
are more likely to pool capital from a larger set of investors.
Variation in Number of Investors per SPV
by Organizer Location
40
30
20
10
0
California
New York
Average Investors Per SPV
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International
Median Investors Per SPV
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In contrast, international organizers generally raise from fewer investors than organizers based in the
U.S. Compared to the U.S. median of 16 investors, the median SPV organized by an international
entity onboards just 10 investors, with only 21% pooling capital from more than 30.
Change Over Time
Over the last 6 years, there has been a modest decline in the typical number of investors backing
each SPV. Since 2015, the median number of investors per SPV has dropped in half, from 24 to 12,
while the average has fallen from 31 to 24.
One possible explanation is that SPVs are increasingly being used by newer organizers with smaller
investor networks: this would support a ‘democratization’ narrative that argues SPVs open up the
private markets to deal organizers traditionally excluded from ‘sophisticated’ investing, and
consequently are less networked in the ecosystem.
Decline in Number of Investors per SPV
40
30
20
10
0
2015
2016
2017
2018
Average Investors per SPV
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2019
2020
2021
Median Investors per SPV
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C. Investor Check Sizes
Combining data on capital raised by an SPV and the number of investors onboarded allows a look into
‘capital per investor across SPVs – this in turn offers insight into the typical investor check size being
used to organize SPVs. But if one thing is clear, there is no ‘typical’ check size for SPVs.
There was an incredibly wide dispersion in capital per investor in 2021. While the median SPV
collected just over $25K per investor, the average collected nearly 5x more at $122K.
Evidently, SPVs can accommodate a wide range of ticket sizes: SPVs raised anywhere from $5K per
investor to over $350K per (with several outliers raising much more per investor). This means
organizers with small but very wealthy networks, as well as those with wide but less deep-pocketed
networks, have proven they can leverage SPVs to access the private markets.
Typical Amount per Investor, per SPV
$125,000
$100,000
$75,000
$50,000
$25,000
$0
Average Amount per Investor
Median Amount per Investor
Variation by Location
In a similar trend to SPV size, SPVs raised by organizers in California and New York collect less capital
per investor than SPVs raised elsewhere.
These two markets average $85K to $95K per investor, respectively – about half of the $162K
average for other U.S. locations. A possible explanation is that organizers in California and New York
have been quicker to recognize SPVs as conducive to smaller deals and smaller investor checks.
Organizers in other regions, meanwhile, may be less likely to see value in pooling such relatively small
amounts of capital for a particular deal (not seeing it as cost-ef cient, time-ef cient, etc.).
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Alternatively, in the more competitive markets of California and New York (where there are many
more organizers and managers vying for investor capital), those organizers self-selecting into SPVs
may disproportionately be younger and newer to private market investing. As a consequence, they
may not be able to access the largest checks in their region. One other possible explanation is that
investors in these two markets may simply be proactively diversifying their portfolios, investing in
more SPVs to achieve greater diversi cation.
Variation in Amount per Investor
by Organizer Location
$400,000
$300,000
$200,000
$100,000
$0
California
New York
Average Amount per Investor
Other US
International
Median Amount per Investor
Also of note, international organizers raise signi cantly more capital per investor than other regions.
The median SPV with a non-U.S. organizer raised $38K per investor and the average raised $325K
per investor, quite a jump from the median of $20K and average of $103K in the U.S.
Change Over Time
Since 2015, there has been a fairly steady rise in the amount of capital raised per investor in SPVs.
Both the average and median SPV collects about 2.5x more capital per investor today than six years
ago.
However, despite this growth, the ‘capital per investor’ gure of 2021 still positions SPVs as very
accessible for smaller-check accredited investors: the median SPV in 2021 raised just over $25K.
Noticeably, the capital per investor of the average SPV shot up between 2018 and 2020, before
dropping back down in 2021. This is due to particularly large pre-IPO deals around secondaries and
bridge nancing that channeled through Assure during those years.
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Median Amount per Investor Remains
Manageable for Organizers
$250,000
$200,000
$150,000
$100,000
$50,000
$0
2015
2016
2017
2018
Average Amount per Investor
2019
2020
2021
Median Amount per Investor
D. Management Fees
‣ Less than 10% of SPVs formed collect any management fee. While this is quite low compared
to traditional fund vehicles, the prevalence of management fees has gradually increased since
2015, climbing from under 4% of SPVs in 2015 to more than 9% in 2021. This may re ect that
a growing proportion of SPV organizers leverage SPVs as their primary investment vehicle for
professional investing.
‣ California organizers are more likely to charge a management fee (7.5%) , while international
organizers are less likely to do so (5.0%). When international organizers do charge fees, their
fees are lower (2.4% on average, versus 4.2% in the U.S.).
‣ Given that many SPVs don’t charge management fees, and those that do charge typically have
lower fees than seen in blind-pool funds, it suggests that SPVs are driving down the ‘cost to
invest’ in private assets, from what is found in traditional fund structures.
For traditional fund vehicles in the private markets, management fees are by and away the norm.
Most funds charge these fees as a way to pay ongoing overhead and salaries for full-time investment
professionals.
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Assure’s data suggest SPVs break from this standard. Fewer than 10% of SPVs formed collect any
management fee. This is no surprise, as one of the primary appeals to investors of backing an SPV is
low or no fees.4
When an SPV does charge a management fee, the median amount received is 4.8% of capital.
Although this may initially appear relatively high for private market standards (which are accustomed
to 2% management fees on blind-pool vehicles), it’s important to note this 4.8% is only applied once
and thus represents the total management fee paid across the entire life of the SPV. Traditional fund
vehicles, meanwhile, typically charge their 2% each year for at least the active investment period (3-4
years) and sometimes each year for the entire fund lifetime (10-12 years; for reference, the average
combined 10 years of fees in a venture capital fund are 20.4%).
Vast Majority of SPVs Do Not Collect
Management Fees
9.1%
Mgmt Fees
No Mgmt Fees
90.9%
Although only 9% of SPVs charged a management fee through Assure, bear in mind that investors may still
encounter fees if they invest via a fund, group, etc . Syndication rms and angel groups may charge a
‘membership fee’ to access the organization’s deal ow, and other entities may apply management-type fees
outside the SPV vehicle itself. Additionally, many funds use SPVs to syndicate co-investments or share pro rata
rights with their existing LPs – meaning that LPs pay management fees on the core fund, but not necessarily on
the SPVs. The net effect of this phenomenon is that investors who access the private markets via SPVs likely see
lower overall management fees than those who only use funds. An investor who commits to a $100M VC fund
that includes follow-on capital and charges a fee on the entire capital commitment may pay 2X the management
fees of an investor who backs a $50M VC fund that uses fee-free SPVs for follow-on capital.
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Typical SPV Management Fees, When Collected
5.00%
4.00%
3.00%
2.00%
1.00%
0.00%
Average Fee
Median Fee
Variation by Location
There is little variation across locations when it comes to including a management fee in an SPV.
Across the board management fees are uncommon, though their prevalence is highest in California
(7.5% charge a management fee) and lowest for international organizers (less than 5% charge a
management fee). When management fees are charged, international organizers average lower rates
than U.S. organizers at 2.4% compared to 4.2%.
Management Fee Variation by Location
100%
75%
50%
25%
0%
California
New York
Mgmt Fees
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Change Over Time
The prevalence of management fees has gradually increased since 2015, climbing from under 4% of
SPVs in 2015 to more than 9% in 2021.
This may re ect that a growing proportion of SPV organizers leverage SPVs as their primary
investment vehicle for professional investing. For these organizers, SPVs may be providing a primary
income source and consequently necessitate a management fee to cover costs until the return from
the investment materializes.
SPV Management Fees Becoming Slightly More Common
100%
75%
50%
25%
0%
2015
2016
2017
2018
Mgmt Fees
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E. Minimum Investment
‣ The median SPV minimum investment is $10K, while the average minimum is $75K. California
organizer SPVs are the most accessible today, with a median minimum of just $1K.
‣ Over the last six years, the median and average SPV minimums have increased 10X to 15X.
This suggests investors with greater wealth are increasingly leveraging SPVs as part of their
private markets toolkit.
Organizers set different minimums for accessing deals based on a variety of factors. The minimum is
usually a function of SPV limitations (how many investors can be involved), the deal size (how much
are they trying to ll), and manager headache (how much wrangling will this take).
In 2021, the median SPV set its minimum investment at just $10K, an extremely affordable ticket size
by private market standards. The average was signi cantly higher at $75K, but still well below typical
minimums for VC funds, which usually sit closer to $250K per investor (for smaller funds), and
sometimes rise well into the millions. (For comparative context, the 2020 State of Terms in Venture
Capital found the median LP minimum to be $500K, and the average LP minimum to be $1.43M –
substantially higher than what we see with SPVs).
Typical SPV Investment Minimums
$80,000
$60,000
$40,000
$20,000
$0
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Variation by Location
The median minimum investment is fairly consistent across locations ($10K), though California-based
organizers set minimums noticeably lower at just $1K. SPVs created by organizers outside the U.S.
also have a notably high average minimum investment of nearly $120K.
But despite this variation, across all markets, SPVs have proven to have very accessible ticket sizes
for the wealth level of any accredited investor.
Variation in Minimum Investment by Organizer
Location
$125,000
$100,000
$75,000
$50,000
$25,000
$0
California
New York
Average Min Investment
Other US
International
Median Min per Investor
Change Over Time
Since 2015, the median minimum investment climbed from $1K to $10K – certainly a signi cant rise
(10X) though still exceptionally low for private markets (as discussed above).5
Notably, the average has grown quite a bit more, to over $75K in 2021 from less than $5K six years
prior. This suggests there’s been growth in the use of SPVs to pool capital from deep-pocketed
investors – in other words, it’s become more common for SPVs to raise capital from large checks, a
sign that higher wealth investors are increasingly accessing the SPV market.
The prevalence of $1K minimum investments pre-2018 was driven largely by Assure’s role in managing
AngelList SPVs, where the default minimum investment is $1K. The actual rise in minimums is likely less than
10X, though the $10K level for 2021 is much more representative of the SPV ecosystem as a whole.
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Median SPV Minimum Investment Remains Accessible
$80,000
$60,000
$40,000
$20,000
$0
2015
2016
2017
2018
Average Min Investment
2019
2020
2021
Median Min Investment
F. Deal Assets Per SPV
‣ Most SPVs invest in a single underlying deal (80%), whereas 9.7% of SPVs invest in three or
more deals
‣ SPVs most commonly invest through Preferred Stock Purchases (32% of SPVs), Common
Stock Purchases (25% of SPVs), and SAFEs (16% of SPVs). That said, SPVs increasingly invest
across a range of other deal types .
‣ Convertible notes as well as Preferred Stock are declining in popularity. In 2015, 32% of SPVs
invested in an asset using a convertible note, but that percentage has steadily declined to just
9% in 2021.
Although SPVs may typically be thought of as single-asset vehicles (created to invest in just one
startup, real estate project, artwork, etc.), in reality they can also be multi-asset. But how common is
this?
The majority of SPVs formed are used to invest in a single asset – nearly 80%. Multi-asset SPVs,
meanwhile, are relatively uncommon, with just under 10% of vehicles investing in at least 3 assets. An
additional 11% of SPVs were used to invest in 2 assets, though it’s unclear whether these vehicles will
go on to invest in more assets or will remain at two.
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Majority of SPVs are Single-Asset
9.7%
11.1%
1 Asset
2 Assets
3+ Assets
79.2%
And what investment structures do SPVs most commonly use to invest in their assets? SPVs most
commonly invest through Preferred Stock Purchases (32% of SPVs), Common Stock Purchases
(25% of SPVs), and SAFEs (16% of SPVs). While these account for the bulk of asset purchases, the
‘Other’ category in the below chart encompasses SPVs investing via everything from Crypto Tokens
to Warrants.
SPV Distribution by Agreement Type
40%
30%
20%
10%
Convertible Note
SAFE
Common Stock
Preferred Stock
LLC Membership Interest
Other
0%
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Variation by Location
There are two notable differences across locations for single versus multi-asset SPVs. First, U.S.
organizers outside California and New York are signi cantly more likely to use an SPV to invest in
multiple assets (40% do so compared to around 20% in California and New York). One possible
reason for this is the increased prevalence of smaller, “pilot” VC funds in those markets who are using
SPVs as their core investment structure.
Second, international organizers tend towards single-asset SPVs at a higher rate than U.S. organizers:
while 60% of SPVs by U.S. organizers are single-asset, that gure jumps to 80% for those by
international organizers.
Variation in No. Assets per SPV by Organizer Location
100%
75%
3+
2
1
50%
25%
0%
California
New York
Other US
International
The choice of investment structure varies quite a bit across location.
Whereas organizers in California lean heavily into Preferred Stock, SAFEs, and Convertible Notes,
New York organizers are much more concentrated in stock purchases (favoring common stock to
preferred stock). The rest of the U.S., in contrast, nds many SPVs using ‘Other’ forms of investment,
rather than traditional convertible notes, SAFEs, and stock purchases.
International organizers are more evenly split between investment types than U.S. organizers, but
tend most towards Preferred Stock, SAFEs, and Common Stock.
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Variation in SPV Agreement Type
by Organizer Location
100%
75%
Other
LLC Membership Interest
Preferred Stock
Common Stock
Safe
Convertible Note
50%
25%
0%
California
New York
Other US
International
Change Over Time
Since 2015, a rising proportion of SPVs are used to invest in a single asset – growing from 37% of
SPVs in 2015 to 79% today. This points to SPVs increasingly becoming a specialized, targeted
investment structure, converging on the single-asset approach. That said, given the sheer number of
SPVs we work with at Assure, this means that there are still hundreds of multi-asset SPVs.
SPVs Trending Toward Single Asset
100%
75%
3+
2
1
50%
25%
0%
2015
2016
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As far as trends in the type of investments being made by SPVs, the primary shift is away from
convertible notes. In 2015, 32% of SPVs invested in an asset using a convertible note, but that
percentage has steadily declined to just 9% in 2021.
Similarly, Preferred Stock Purchases are shifting out of focus, with just a third of SPVs in 2021
investing via preferred stock compared to over half in 2015. In tandem, common stock has grown in
popularity over this same time frame. Of course, it’s worth bearing in mind the sheer growth in SPVs
overall, and more organizers using SPVs to deploy capital into all kinds of investments.
SPVs Trending Away from Convertible Notes
100%
75%
Other
LLC Membership Interest
Preferred Stock
Common Stock
Safe
Convertible Note
50%
25%
0%
2015
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G. Formation, Investment & Distribution Timeframes
‣ Speed is everything with SPVs. The median number of days between an SPV forming and the
date of its rst purchase agreement is 35, though some SPVs move much faster.
‣ New York SPVs move especially fast, with a median of 14 days between SPV formation and
asset purchase.
‣ As Organizers gain more experience with SPVs, they start to move more quickly.
‣ The median SPV executes its rst distribution back to investors 2.3 years after forming. That
said, bear in mind that distributions are not necessarily pro ts: they may be partial
distributions, or interim payments from assets such as private credit or real estate.
One of the main advantages of SPVs is their ease of deployment (i.e. speed). The median number of
days between an SPV forming and the date of its rst purchase agreement is 35.
Given the majority of SPVs are single asset vehicles, it’s very typical for an organizer to form an SPV,
gather capital from investors, and fully deploy that capital into an asset within a few weeks. Based on
anecdotal data from Assure, this quick deployment is often a result of organizers already having a
deal sourced and in place before they begin forming the vehicle and raising from investors. In such
scenarios, speed is critical, and SPVs provide a fast and elegant solution to ensure investors don’t
lose out on an allocation. Again, this contrasts with blind-pool funds which typically begin by raising
LP capital then sourcing deals. Blind pool funds also tend to transition between formation,
fundraising, and capital deployment on the order of months to years, rather than days.
As an aside, more experienced organizers tend to increase the speed at which they deploy. Whereas
the median number of days between SPV formation and the rst purchase agreement is 45 for a
rst-time organizer, that gure drops to 34 for organizers on their 2nd+ SPV.
Typical Days to 1st SPV Investment
50
40
30
20
10
0
Average Days to 1st Investment
Median Days to 1st Investment
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Looking across Assure’s historical data for distribution timeframes, the median SPV executes its rst
distribution back to investors 2.3 years after forming. Compared to venture fund time horizons of 10+
years, SPVs seem to return capital quite quickly compared to blind-pool vehicles where capital is
locked up.
That said, there is signi cant nuance here: SPVs invest in all kinds of alternative assets, from antique
cars to oil derricks to secondaries to private credit and real estate. Some of these assets have 1)
ongoing yield and 2) may see faster liquidity than is typically found with venture capital funds and
startups. Distributions are also not synonymous with pro ts – they may be partial distributions versus
repayment of principal. Lastly, some SPVs are used speci cally to take advantage of pro rata rights in
later stage startup nancings (which can mean less time to exit than with earlier stage investments).
Additionally, not all SPVs make distributions in the form of cash. Although the majority of SPVs with
distributions have done so via cash (73%), 41% have distributed shares and just under 2% have
distributed tokens.6 Of note, SPVs formed more recently are trending away from cash and towards
shares or tokens when making distributions.
1st Investor Distribution Typically Occurs
within 2.5 Years
2.5
2.0
1.5
1.0
0.5
0.0
Average Years to 1st Distribution
Median Years to 1st Distribution
Percentages add up to more than 100% because some SPVs distribute a combination of cash, shares, and/or
tokens.
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Variation by Location
Comparing across locations, New York stands out for exceptionally fast deployment. Compared to
other regions, organizers based in New York have fewer than half as many days between formation
and their rst asset purchase (a median of 14 compared to 40 for organizers elsewhere).
New York SPV Organizers Deploy Capital Faster
125
100
75
50
25
0
California
New York
Average Days to 1st Investment
Other US
International
Median Days to 1st Investment
SPVs formed by non-U.S. organizers experience a rst distribution event much quicker than their U.S.
counterparts, typically occurring within little more than a year of vehicle formation.
International SPV Organizers Return Capital Faster
3
2
1
0
California
New York
Average Years to 1st Distribution
International
Median Years to 1st Distribution
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H. Ownership Pro les
‣ SPVs vary widely in their ownership structures, but 49% of recent SPVs are classi ed as
Widely Distributed while 51% have an outsized owner (either an anchor or sole LP).
‣ Since 2015, the prevalence of sole-LP SPVs has grown more than 5x, from just under 2% of
SPVs in 2015 to almost 10% today.
The distribution of ownership within SPVs varies signi cantly. While some are hyper-concentrated
(i.e. a single investor in an SPV), others are widely dispersed (where no investor owns more than a
small slice).
For this section, we’ve de ned three ownership pro les that represent distinct approaches an
organizer may take to investor ownership. These are: Nearly Sole Investor (one investor owns 95%+
of the SPV), Large Anchor (the largest investor owns 25% to 95%), and Widely Distributed (no
investor owns more than 25%).
In 2021, SPVs were essentially split between having some form of an anchor investor and not: 49%
were classi ed as Widely Distributed and 51% had an outsized owner (either an anchor or sole
investor).
Interestingly, while our data shows it’s relatively rare for an SPV to raise from a single investor, it’s
perhaps more common than would be expected, given almost 10% of SPVs have an ownership pro le
where one investor accounts for 95%+ of the capital.
SPV Ownership Pro les
9.6%
Nearly Sole Investor
Large Anchor
Widely Distributed
49.2%
41.2%
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Change Over Time
One interesting trend in ownership pro les is the steady rise of sole LP SPVs.
Since 2015, the prevalence of this structure has grown more than 5X, from just under 2% of SPVs in
2015 to almost 10% today. We see two core drivers of this trend: in some cases, organizers use SPVs
as a tool to control for liability and risk. They themself are the investor in the SPV, and they like that
Assure handles the end-to-end administration. In many other cases, an organizer has identi ed a
promising deal and an interested investor for that deal, and the organizer wants a way to obtain carry
on any potential pro ts. SPVs offer a straightforward solution to matchmake even just one investor
with a deal, and still take carry.
Increase in Rate of SPVs with Sole Investor
10%
7.5%
5%
2.5%
0%
2015
2016
2017
2018
2019
2020
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I. Membership Transfers
Occasionally, investors need to transfer their ownership of an SPV to another person or entity. These
are called membership transfers. They can be driven by everything from taxes to estate planning to a
secondary sale, death, or divorce.
Membership transfers are rare for SPVs; just over 2% of SPVs formed through Assure have
experienced a membership transfer to date.
The most common membership transfer type is from an Individual to an Individual, which accounts
for 36% of transfers. Other common types include Individual to Trust (20%), Individual to LLC (9%),
and Trust to Trust (7%).
Few SPV Member Transfers
2.3%
Membership Transfer
No Membership Transfer
97.7%
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J. International Investors
SPVs raise capital not only from U.S. investors but from international investors as well. This section
will breakdown the prevalence of international investors and look at their role in SPVs formed in the
U.S.
The majority of Assure SPVs raise exclusively from U.S. investors. That said, about 44% of SPVs raise
at least some capital from international investors.
When an SPV does raise from international investors, they make up a very signi cant portion of the
SPV’s total raise: the median SPV with international investor participation saw 83% of capital come
from international investors, with the average SPV having 63%. (Put differently, 44% of SPVs raise
capital from international investors; this segment of SPVs raises, on average, 63% of their capital
from international investors.)
While nearly 140 countries are represented by these international investors, foreign capital has been
most likely to come from investors based in the global investing hubs of the United Kingdom, Canada,
Singapore, and the UAE.
Percent SPVs Raising Capital from
International Investors
44.1%
55.9%
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Variation by Location
Interestingly, SPVs formed by international organizers are slightly less likely to include international
(non-U.S.) investors: 47% compared to 53% of SPVs by U.S. organizers.
However, when an international organizer includes non-U.S. capital, those international investors
make up a larger portion of the SPV than when U.S. organizers include non-U.S. capital. For
international organizers, the median SPV with international investor participation sees 80% of capital
come from these non-U.S. entities, compared to 21% for U.S. organizers.
Variation in Rate of International Investor
Participation by Organizer Location
100%
75%
Only US Investors
Non-US Investors
50%
25%
0%
California
New York
Other US
International
Change Over Time
Since 2015, Assure has seen a moderate decline in the rate of international investor participation,
from around 70% of SPVs to 44% today. This percentage decline is relative, as it is driven by massive
commensurate growth in the number of SPVs raising solely from U.S. investors.
At the same time, international capital has grown as a share of an SPV’s total raise when international
investors are included. The average percent of an SPV’s capital coming from international investors,
when present, rose from less than 20% in 2015 to 63% in 2021.
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Typical Ratio of SPV Capital from International Investors
100%
75%
50%
25%
0%
2015
2016
2017
2018
Average % International Capital
2019
2020
2021
Median % International Capital
K. Reg D
There are a series of U.S. Securities and Exchange Commission (SEC) regulatory frameworks under
which capital may be raised: Reg D, Reg A, Reg CF, the more commonly known 1940 Act Funds in
public equities, etc. Each of these has its own unique rules, including speci c ling and registration
requirements (or exceptions). In terms of private investments, Reg D lings are the most common
today. Two fundamental approaches to capital raises under Reg D are Rule 506(b) and Rule 506(c).
Organizers raising capital under 506(b) are barred from ‘general solicitation.’ (Note: 506(b) was
previously just Rule 506, prior to the JOBS Act.) This means they must have pre-existing relationships
with any investors they solicit with a prospective deal, and may raise from an unlimited number of
accredited investors.
Rule 506(c) was introduced in the U.S. JOBS Act in 2012. SPVs led under rule 506(c) can generally
solicit prospective investors without any pre-existing relationship. But they may only raise capital
from accredited investors, and there is a higher burden of proof to ensure these investors actually are
accredited. It’s effectively crowdfunding, with a restriction to crowdfund from accredited investors
only.7
See the SEC for more speci cs on different types of exempt offerings, https://www.sec.gov/smallbusiness/
exemptofferings .
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Ultimately, the fundraising strategy is up to the organizer. But different strategies come with different
administrative burdens and marketing restrictions.
In 2021, Assure saw a large majority of SPVs fall under the 506(b) classi cation – nearly 80%. This
show’s that 506(b) capital raises still dominate the private markets, 10 years after the passing of the
JOBS Act.
Majority of SPVs Raised under
Reg D 506(b)
21.3%
506(b)
506(c)
78.7%
Variation by Location
Across all locations analyzed here, ling under 506(c) appears fairly uncommon. Notably, California
organizers are more likely than those in other regions to raise SPVs under 506(c), with 17% of SPVs
doing so compared to 8% in the rest of the U.S.
New York also stands out for an exceptionally low rate of 506(c) SPVs – just 2%. It is interesting that
California – the traditional locus of technology innovation – is well ahead of other regions in terms of
embracing crowdfunding and 506(c) as a fundraising strategy. Yet New York – the home of Wall
Street – lags far behind.
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SPVs Formed by California Organizers
More Likely to Raise Under 506(c)
100%
75%
506(c)
506(b)
50%
25%
0%
California
New York
Other US
International
Change Over Time
The rate of 506(c) fundraising has been consistently rising since 2015, with an especially large jump
between 2019 and 2020. While historically Assure has seen less than 5% of SPVs le under 506(c),
2020’s rate jumped to 19% with 2021 sustaining a higher rate at 21%.
SPVs Raised under 506(c) Becoming More Common
100%
75%
506(c)
506(b)
50%
25%
0%
2015
2016
2017
2018
2019
2020
2021
This shows that even though we’re a decade out from the passing of the JOBS Act (albeit only 7 years
from that Act’s nal rules and regulations), the capital markets are gradually adopting Rule 506(c) and
accredited-based crowdfunding.
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IV. Conclusion
The State of the SPV is vibrant and growing. More investors than ever are using this exible structure
to ef ciently and affordably back a myriad of alternative assets. But with the growth in SPVs comes
an ever greater need for data-driven market intelligence. This need underpins the creation of this
report, and will drive future insights and analysis from Assure.
The median SPV is $422K in size, with 12 investors, writing on average $25K checks per investor. It’s
likely investing in a single, 506(b) deal; it might be using a stock purchase agreement; and it’s unlikely
to charge a management fee. But there is no typical SPV. It can range in size from under $100K to
hundreds of millions of dollars. It can be used with just a single investor or hundreds. It can be
organized by a rst-time dealmaker or a team of seasoned professionals. It can invest in one asset or
many.
SPVs vary by their organizer location: California organizers set terms and raise capital differently from
international organizers. New York organizers move at different speeds from those located in the rest
of the United States. SPVs vary over time as well: today’s SPV is more likely to have just a single
investor in it than ve years ago. It’s less likely to use a Preferred Stock purchase agreement or a
Convertible Note. Ultimately, the reality is in the details.
Whether you’re a Family Of ce syndicating a late-stage placement into an operating company; a
group of classic car collectors looking to move quickly on an elusive model; a private company
facilitating employee liquidity in the secondary market; an angel group taking a single position on a
startup’s cap table; an investment bank extending private credit; a VC syndicating your pro rata rights
with your LPs; or one of countless other investor/investment scenarios — the SPV can work for you.
And thanks to Assure, our seamless end-to-end platform simpli es, and reduces the cost of investing
in the private markets.
Future reports and analysis will unpack other aspects of the SPV, its role across asset classes, and
usage by different categories of investors. Stay informed on the cutting edge of the private markets
at analytics.assure.co.
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V. About This Report
About Assure
Assure provides a FinTech platform for private asset investing. The company specializes in Special
Purpose Vehicles (SPVs) and is the largest provider in the United States having completed over
8,000 SPVs to date. The company offers end-to-end formation and administration services for
clients from angel investors to venture funds to family of ces to large institutional allocators,
providing services from legal to accounting to compliance to tax to administration. As part of this,
Assure built a state-of-the-art technology stack with white-label APIs that automate everything from
banking to compliance to post close activities.
Assure Analytics is the business intelligence unit of Assure. It makes sense of millions of data points
across the private markets, surfacing relevant insights and knowledge to help clients and the global
nancial industry make better investment decisions.
Assure Analytics
Leslie Jump, Managing Director
An experienced venture capitalist, startup investor, board member, and limited partner, Leslie has
dedicated over 30 years to building, advising and investing in new companies and funds across the
globe. Previous experience: CEO at Different, CEO at Startup Angels, Partner at Sawari Ventures,
Board of UP Global. Alumna of St. John’s College, and member of its Board of Visitors and Governors.
Mack Kolarich, VP Analytics
A seasoned entrepreneur and startup community leader, Mack has spent the last decade focused on
startup investing, venture capital, and research & intelligence for private assets. Previous experience:
Chief Product Of cer at Different, Vice President of Product at Startup Angels, CEO at SceneSquid.
Alumnus of Carleton College.
Jacob Tasto, Analyst
Leveraging his prior work on economics and entrepreneurship communities, Jacob conducts
research, data collection, and data analysis at Assure. Prior experience: Venture Analyst at Different,
Research at Dream Big Foundation, Seed Spot. Alumnus of the University of Maryland.
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Appendix: Methodology
To inform this report, Assure Analytics compiled data on all SPVs formed through Assure between
2012 and 2021. In total, this represented nearly 8,000 SPVs, and well over 14,000 SPV-related
transactions. The majority of this report focuses on SPVs formed in 2021. This dataset includes
2,000+ vehicles formed by more than 650 Organizers.
Data collection processes at Assure include direct reporting from Organizers, manual data extraction
from documents, and data from Assure’s proprietary technology platform: Glassboard. All currency
discussed is in U.S. dollars.
The report also breaks out SPVs across time and by location. Analyses across time pin each SPV to
the year in which it was formed, not necessarily when it successfully raised or deployed capital into
assets. Location-based analyses rely on the billing address of the Organizer of the SPV and are
grouped into 4 regions: California, New York, the rest of the United States, and international (i.e.
outside the U.S.)
De nitions
Organizers: the people or rms that initiate the creation of an SPV, source the underlying deal and
pool capital from other individuals or rms to make the investment.
Investors: the entities or individuals that invest in the SPV itself, typically being more passive than the
organizer. Investors range from Foundations to Trusts to LLCs to individuals and beyond.
Deal Assets: the entity(ies) to which an SPV allocates its capital.
SPV Size: total capital raised by the SPV from investors.
Capital per Investor: SPV size divided by the number of investors.
Management Fees: the percent of SPV size that an Organizer receives as a form of revenue or
compensation for organizing the vehicle, sometimes to help cover salaries or other professional costs
(irrespective of performance).
Minimum Investment: the smallest dollar amount an Organizer is willing to accept from a single
investor as a commitment to the SPV; this number is speci ed by the Organizer of each SPV, and is
not a re ection of the smallest check actually received (sometimes organizers will make exceptions).
Formation Date: the legal creation date of the SPV entity.
First Investment Date: the rst known date of a purchase agreement between the SPV and a deal
asset.
First Distribution Date: the rst date that an SPV wires money back to investors as a distribution
(may be a partial distribution).
Ownership Pro les:
•
Nearly Sole Investor – SPVs where the largest investor owns at least 95% of the SPV
•
Large Anchor – SPVs where the largest investor owns 25% to 95% of the SPV
•
Widely Distributed – SPVs where the largest investor owns no more than 25%
•
International Investors: investors in an SPV that are based outside the U.S. (derived from
billing addresses).
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