Buying a share in an SPV

When buying shares in an SPV, you will need to:
  • Read the memorandum and make a decision on participating in the deal.
  • Determine the sum you will invest.
  • Sign documents for the purchase to legally secure the obligations.
  • Complete the know-your-customer (KYC) process to verify the source of your funds. This step is required only once; Mindrock Capital then stores the verification for any future purchases you make.
  • Pay for the share, plus a fee if an international transfer is involved.
  • Receive a confirmation of the transfer of funds and certificates of ownership. Assets are held in the US as a share in the company. After an IPO, you can transfer and hold your shares in your US brokerage account.
  • Upon sale of the asset, receive funds from the sale, minus the manager's success fee.
  • Reporting transactions as required on your personal tax returns and making any required tax payments is the investor's responsibility.
  • Fewer or no intermediaries in the deal.
Paying with crypto
We accept payment in USD Coin (USDC), a digital stablecoin pegged to the US dollar. USDC is issued by a private entity and should not be confused with Central Bank Digital Currency (CBDC). The exchange rate between dollars and USDC is 1:1.
Ways to pay for SPV investments
We offer two ways to pay for the shares you purchase:
Regular bank transfers
Cryptocurrency: USD Coin (USDC) only
USDC is considered the safest alternative among centralized stablecoins pegged to the US dollar (better than USDT) due to higher transparency, better compatibility, and compliance with regulatory requirements and improvement of the legal framework.

We have gone through all the compliance procedures and have an account with Circle Internet Financial Ltd., the firm that manages the coin, so we are able to accept payments in USDC.
Book a share in the deal
Complete the KYC process if you have not done so already with us
Sign the Subscription agreement
Transfer $1 to the Mindrock wallet in Circle to verify the process
Pay the remaining amount in USDC
Get confirmation of participation in SPV
To pay for a Mindrock deal in USDC, you need to:
Deal structure
A special legal entity is created for each deal. In the US, such legal entities are called special purpose vehicles (SPVs). 100% of an SPV’s authorized capital consists of the acquired shares of the investees.
The SPV acts as a "wholesale" buyer of the company's shares. The investor buys a share in the SPV proportionally to how much of the final asset they own in the SPV’s authorized capital.
The powers of the manager
The syndicate manager is authorized to sell shares and distribute income to the SPV shareholders when the investment is complete.
The manager cannot use the SPV for any other purpose, sell or pledge shares, dilute capital, etc., without the consent of the participating investors.
SPV registration
The SPVs are registered in Delaware because Delaware law is best suited for the venture capital business. The state has a developed practice in the area of venture capital investments; its standard terminology, template documents and case law make enforcement easier and cheaper there than anywhere else in the US or the world.
99% of all US startups are registered in Delaware, and venture capital firms also prefer to register companies and transactions there.
Income tax
The State of Delaware offers foreign investors zero capital gains tax, which creates a unique environment for investing in the US economy.
Mindrock LLC © 2022, all rights reserved
Guidance for Clients
149 New Montgomery Street, Ste 631 San Francisco CA 94105 USA
Mindrock Capital
Unit S501A, Level 5, Emirates Financial Towers, Dubai International Financial Centre, Dubai, United Arab Emirates
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