SPV Lifecycle - Fund Ops Playbook

End-to-end SPV management from pipeline monitoring through closing, file archival, and ongoing financial events. This is a process document for the fund ops person to follow, not technical documentation.

Owner: Fund Ops (Malika) | Source: SPV Post Close Discussions (Apr 6-7, 2026 - Cheryl, Malika, Wasim)

Phase 1: Pipeline Monitoring -- When to Open an SPV

Where to Monitor

Navigate to Business Pulse in the admin sidebar. The SPV Pipeline section shows all deals with committed capital, their total commitments, and age.

Decision Criteria

Process

1. Regularly check the SPV Pipeline section in Business Pulse. This is the single source of truth for commitment levels across all deals. Do not rely on external spreadsheets or CSV exports for this information.

2. If a deal is approaching or has crossed $30,000 in commitments, raise it with Tina.

3. Tina makes the final call in discussion with you. The conversation should go both ways -- if you see something close to threshold while working in the platform, proactively flag it.

4. Case-by-case exceptions exist below $30K. These are always discussed between you and Tina based on deal context (partner relationships, investor quality, strategic importance).

Important Notes

• Do not wait for Tina to notice. You will be in the platform more often than she is. Pipeline monitoring is a shared responsibility.

• As Tina shifts toward external deal-sourcing, she will be looking internally less often. You are the eyes on the pipeline day-to-day.

• Stale deals (e.g., deals sitting for 7+ months with no activity) should be flagged for potential cancellation. Tina will decide, usually with a defined grace period (e.g., 30 days).

Phase 2: Creating the SPV Entity (Offline)

Once the decision to open an SPV has been made, the entity must be created before anything can happen in the platform. This phase is entirely offline.

Step 1: Obtain an EIN

1. Go to the IRS EIN website.

2. Enter the company name exactly as it should appear on legal documents (e.g., "Company Name by Play Money, Series of Clutch Capital LLC").

3. Fill out the required information. This is straightforward.

4. Receive the EIN and download the EIN Letter (you will need this for the platform later).

There are no prerequisites for getting an EIN. This can be done at any time once the decision to open is made. The EIN is the very first step.

Step 2: Enter the EIN into the SPV Spreadsheet

This step is critical because the spreadsheet is not just a tracker -- it triggers automations:

1. Open the SPV List spreadsheet.

2. Enter the new SPV:

   • EIN (copy-paste from the IRS site -- never retype)

   • Company name (must match exactly what was used for the EIN)

3. When you save, the spreadsheet automatically:

   • Generates the Operating Agreement for the SPV

   • Creates the Google Drive folder structure for the SPV

Why this matters: The names on the EIN, the spreadsheet, the operating agreement, and the platform all need to match exactly. Always copy-paste -- never retype. Retyping is a recipe for mismatched legal documents.

Step 3: Retrieve the Operating Agreement

The operating agreement is auto-generated by the spreadsheet script. Confirm it was created and download it. You will upload this to the platform in the next phase.

Step 4: Locate the Legal Name of the Portfolio Company

The underlying legal name of the portfolio company (the company the SPV is investing into) is needed for the platform setup. This is found in the deal submission intake form spreadsheet -- each company that submits an intake form has a row with their legal entity name. Cheryl will show you where this lives and will fix the automation script so it pulls into the SPV spreadsheet automatically.

Phase 3: Setting Up the SPV in the Platform

Navigate to Investments > SPVs in the admin sidebar and create a new SPV (or locate the SPV that was automatically created for the deal).

Note: In 99% of cases, an SPV is automatically created when a deal is set up. You only need to manually create one in rare cases (e.g., creating a second SPV for the same deal, like the Fourth Effect situation).

SPV Form Fields

Fill in the SPV edit form as follows:

If carry or platform fee percentages differ from the default, it will have been discussed beforehand. If you are unsure, ask Tina before proceeding.

Uploading Documents

In the SPV edit form, upload the following documents:

Uploading the Investment Agreement

Still in the SPV edit form, there is an Investment Agreement section:

1. Investment Agreement Type: Select the correct type (SAFE, Convertible Note, Preferred Stock, etc.). Most will be SAFE or Convertible Note.

2. Investment Agreement File: Upload the investment agreement PDF.

Where to find the investment agreement:

The investment agreement lives in the Deal Room folder (Cheryl will share the link to the master Deal Room folder). Each company that submits an intake form has a deal room folder. The founder uploads their investment documents as part of the intake process. The investment agreement will be in there.

Before uploading, eyeball the document:

• Make sure it is a blank template, not a signed version. A founder once uploaded a signed SAFE from another angel group instead of a blank template.

• This document is publicly visible to investors on the platform, so it needs to be the correct, unsigned version.

Investment agreement type guidance for Preferred Stock deals:

• Preferred stock deals typically come with 5+ documents (term sheet, SPA, ROFR, voting agreement, etc.)

• First choice: Upload the Term Sheet -- it is readable by a normal person.

• Second choice (if no term sheet): Upload the Stock Purchase Agreement (SPA) -- it is dense legal language but contains the key terms.

• The other documents (ROFR, formation rights, etc.) are not necessary.

Prerequisite Checklist

When all required fields and documents are uploaded, you will see the prerequisite indicators on the SPV show page turn green. All indicators must be green before you can submit for KYB.

The prerequisites are:

• Legal Entity Name

• EIN

• Date Formed

• EIN Letter uploaded

• Articles of Incorporation (Operating Agreement) uploaded

Phase 4: KYB Submission and Approval

Submitting for KYB

Once all prerequisites are green on the SPV show page:

1. Navigate to the SPV's show page in admin (Investments > SPVs > SPV Name)

2. Click the "Submit for KYB" button in the actions dropdown

3. Confirm the submission in the dialog

This sends all the SPV entity information to Modern Treasury for Know Your Business verification.

What Happens Next

• KYB review takes 24 to 48 hours (sometimes up to 5 business days).

• When KYB is approved, you will receive an email notification with a link to the SPV.

• Upon approval, the system automatically creates a bank account (operating account) for the SPV. By the time you receive the email, the account is already open.

• You can verify the bank account exists by navigating to the SPV show page -- you will see an Internal Accounts section showing the operating account.

While Waiting for KYB

This is a good time to complete the CIK/Form ID process (see Phase 14) since that also takes time and doesn't depend on KYB approval.

Phase 5: Opening the SPV

When You Receive the KYB Approval Email

1. Click the link in the email. You will land on the SPV show page.

2. You will see that KYB Approval is ticked green and the operating account exists.

3. There will be an "Open SPV" button available in the actions dropdown.

Before You Click "Open SPV"

Do this together the first few times until you are comfortable with the process. Opening an SPV triggers real, irreversible money movement.

What Happens When You Open the SPV

• The SPV transitions from Draft to Pending (open and accepting investments).

• If there are no investments: Nothing else happens. The SPV is simply open for business.

• If there are existing investments (people who committed before the SPV was open):

  • ACH (Bank Pull) investments: The system automatically initiates ACH debits. The money will be pulled from investors' bank accounts within ~48 hours.

  • Wire investments: Investors are automatically sent wire instructions via email so they can wire their funds.

  • Wallet transfers: Initiated automatically.

All of this dispatch is fully automated. You do not need to do anything for it to happen.

Phase 6: Monitoring Pending Payments

After the SPV is opened and investments are dispatched, some payments will take time to arrive. This is where active monitoring and manual follow-up become important.

Where to Monitor: Admin Dashboard

Navigate to the Dashboard (home page of admin). There are two key panels:

Pending Wires Panel

This shows all wire transfers where we are waiting for the investor to send funds.

Color coding for wait time:

• Normal (gray): Under 5 days

• Amber: 5-10 days

• Red: Over 10 days -- these need manual attention

ACH Pipeline Panel

Shows all ACH (bank pull) payments in progress. These are usually automated and complete without intervention. If something shows "Failed/Returned", flag it immediately.

Automated Wire Reminders (Customer.io)

The system sends automated reminder emails to investors at the following intervals after wire instructions are sent:

You can see these in Customer.io (look for "Reminder Wire Transfer" flow).

When to Intervene Manually

If an investor has not wired after 7-10 days and automated reminders are not working, it is time for manual outreach via email.

How to write the manual email:

• Tone: Helpful and supportive, not just a reminder. Ask: "Is there anything we can do to help? Do you need any additional information?"

• Always include the link to their portfolio page: https://platform.letsplaymoney.com/portfolio -- when they visit this page, they will see a notice with their pending wire information and any action items.

• Send from the spv-ops email address.

IRA Investors -- Extra Attention

IRA investors require more hand-holding because:

• They cannot wire money themselves. Their custodian has to do it.

• The process is unfamiliar for first-time IRA investors.

• They may not have read or understood the automated emails.

When you see a pending wire from a known IRA investor, proactively reach out sooner (around day 5-7) with clear instructions and an offer to help them coordinate with their custodian.

Note: The Dashboard does not currently show funding source type (IRA vs. bank wire) on the pending wires panel. This improvement is planned. Until then, check the investment record by clicking the investor name to see their profile type.

Monitoring the SPV-Ops Email Inbox

Automated emails now go out from Casey's email address. Replies from investors come back to the spv-ops@ inbox. Monitor this mailbox for:

• Investors asking for help with wire instructions

• IRA investors needing custodian coordination

• Confused or first-time investors needing support

ACH Payment Failures

We have not yet had a failed ACH payment in the new system. If one appears as "Failed" on the Dashboard, escalate immediately -- the team will figure out the response process together when it happens. There is a retry mechanism, but the exact behavior needs to be confirmed in a live scenario.

Phase 7: Pre-Close Checklist -- Fees and Deal Term Overrides

When all money is in (or when you are preparing for a rolling close), there is a pre-close review that must happen before any documents are signed or money is wired.

Check Closing Readiness

Navigate to Business Pulse > Closing Readiness section. This shows all pending SPVs, their funding status, and whether all investments are funded. The key columns:

Decide When to Close

This is a conversation between you and Tina:

• Are all the investments funded?

• Has investment activity been quiet for a while (no new investors coming in)?

• Do we want to do a rolling close (close a batch of funded investors while leaving the SPV open for more)?

• Has the founder or deal lead confirmed they are ready to receive funds?

Verify Deal Term Overrides

This step is critical and must not be skipped.

Before closing, Tina must eyeball every investment in the SPV and verify the correct fees are applied. Navigate to the SPV show page and scroll to the "Detailed information about SPV subscribers" panel. This table shows every investor and their:

• Platform Fee %

• Carry Fee %

Who Might Have Special Terms?

Where to Manage Overrides

Deal term overrides are managed in Deals > Deal Term Overrides in the admin sidebar. Overrides can be created individually or in bulk via "Mass Grant Overrides".

Each override specifies:

• Person

• Deal

• Carry percentage

• Platform fee percentage

• Management fee percentage

• Minimum investment amount (optional)

• Notes (explain why this override exists)

• Expiration date (optional)

Why This Matters

The Ledger calculates how much money belongs to Play Money (fees) vs. how much is the actual investment capital based on these fee percentages. If fees are wrong:

• We either undercharge (lose revenue) or overcharge (legal/trust issue) investors

• The capital deployment amount to the portfolio company will be wrong

• The fee sweep amount will be wrong

The good news: fees are ledger-based, so changing them recalculates automatically. No money has moved yet at this stage -- it's all accounting until we actually sweep fees and wire capital.

Process for Fee Verification

1. You and Tina get on a call before closing

2. Go through every investment in the SPV subscriber table together

3. Verify each investor's platform fee % and carry % is correct

4. If anyone needs an override, create it in Deal Term Overrides

5. Refresh the SPV page and confirm the subscriber table reflects the correct fees

6. If anything is confusing or unclear, ask Cheryl

Phase 8: Document Signing -- Investment Agreement Execution

Once fees are verified and the decision to close (or rolling close) is made, the investment documents need to be signed.

Understanding the Investment Agreement

The investment agreement is the agreement between the SPV and the portfolio company. It is NOT signed by individual investors (they signed their subscription agreement when they invested). Cheryl is the signatory on behalf of the SPV.

Two Scenarios for Document Signing

Scenario A: The Company Sends Us Documents to Sign

1. Tina confirms with the company that we are ready to close, including the final dollar amount.

2. The company prepares the investment documents with our signature block and sends them to us.

3. Cheryl signs them.

4. The fully executed (all-parties-signed) documents end up in the spv-ops mailbox.

Scenario B: We Issue Documents for the Company to Sign

1. Tina confirms with the company that we are ready to close, including the final dollar amount.

2. You retrieve the investment agreement template from the Deal Room folder (the same folder where you found the agreement during SPV setup in Phase 3).

3. Wire up the document in DocuSign (via Casey's account) with the correct parties and signature fields.

4. Send it out for signatures.

5. Cheryl signs on behalf of the SPV.

6. The fully executed documents land in the spv-ops mailbox.

After Documents Are Signed

• Confirm with Tina that signed documents have been received

• The signed docs being in the spv-ops mailbox signals that it is time to wire money to the portfolio company (Phase 9)

• Do not wait for someone else to notice. You monitor the spv-ops mailbox. When signed docs land, communicate to the team that it is time to wire.

Key Information for Signing

Tina provides the signature block details to the company. The dollar amount comes from the closing readiness data (the "SPV Amount for Docs" column in Business Pulse, or the SPV subscriber table totals).

Phase 9: Capital Deployment -- Wiring Money to the Portfolio Company

Once investment documents are signed, it is time to wire the investment capital to the portfolio company.

Important: Do this together with the engineering team the first time. There is a 24-hour cooling period on disbursements, so even if something is slightly wrong, you can cancel the wire before it goes out.

Step 1: Create a Counterparty

A counterparty is a bank account destination for outgoing funds. You need to create one for the portfolio company.

Navigate to Treasury > Counterparties in the admin sidebar, then click "New Counterparty".

Where to get the company's bank details:

• Bank details are collected during the deal intake form. They will be in the Deal Room folder.

• For new/recent deals, the information should be accurate. For older deals that have been sitting, consider confirming with the company.

Step 2: Register the Counterparty with Modern Treasury

After saving the counterparty in admin, you must register it with the payment provider before it can be used for disbursements.

1. Navigate to Treasury > Counterparties and click "View" on the counterparty you just created

2. Click Actions > "Register with Provider"

3. This creates the counterparty in Modern Treasury. The disbursement destination dropdown will not show the counterparty until this step is completed.

Step 3: Verify Bank Details in Modern Treasury

After registering with the provider, go to Modern Treasury and verify the bank details were saved correctly:

1. Navigate to Counterparties in Modern Treasury's sidebar

2. Find the counterparty and click into it

3. Click Bank Accounts, then click the actual bank account entry

4. Copy the account number and paste it into the source wire instructions PDF -- use Ctrl+F / Cmd+F to confirm it matches exactly

5. Do the same for the routing number

This cross-check is essential when sending large sums. Data passes between systems and should always be verified at the source before dispatching a wire.

Step 4: Create a Disbursement

Navigate to Treasury > Treasury Ops in the admin sidebar. If you just registered the counterparty, refresh the page first so the new destination appears in the dropdown.

1. Click "New Disbursement"

2. Select the SPV from the dropdown

3. Destination: Select the counterparty you just registered (it will appear because it is linked to the SPV)

4. Type: Capital Deployment

5. Amount: Enter the exact dollar amount that matches the signed investment documents. This should be the capital amount (total investments minus Play Money fees).

6. Description: Internal notes only (not sent to the bank). Use something descriptive like "From [SPV Name] to [Company Name] - capital deployment - $XX,XXX"

Click "Create Disbursement". This creates a draft disbursement -- no money moves yet.

Step 5: Review and Approve the Disbursement

The disbursement goes through a lifecycle:

1. Draft -- Just created. Review all details. The disbursement page shows an "SPV Balance Check" confirming there is enough money in the account.

2. Approve -- Click "Approve Disbursement" to advance it past review.

3. Dispatch -- After the 24-hour cooling period, click "Dispatch to Provider" to initiate the actual wire transfer.

4. Completed -- The wire has been sent and confirmed.

The 24-hour cooling period is a safety net. If anything looks wrong after creating the disbursement, you can fix or cancel it before it dispatches.

Step 6: Verify the Wire

After dispatch, monitor the disbursement detail page and Modern Treasury (under Payments) for confirmation that the wire was successfully sent. The disbursement will move to "Completed" status when confirmed.

Matching the Amount to Signed Documents

The amount wired to the portfolio company must match what was agreed in the signed investment documents. Always verify against the actually signed version of the document, not the initial draft the company sent. Companies sometimes update terms between the initial draft and the signed version (different amounts, different dates). Referencing the wrong version creates confusion and potential legal issues.

The capital amount is the SPV's total investments minus Play Money's fees. You can find this on:

• The Closing Readiness section in Business Pulse (the "SPV Amount for Docs" column)

• The SPV show page's financial summary

• The signed investment agreement itself (the authoritative source)

Phase 10: Fee Sweep -- Collecting Play Money Revenue

After capital has been deployed to the portfolio company, the remaining money in the SPV account is Play Money's revenue (platform fees and carry). This needs to be swept to the Play Money operating account.

You do not need to create a counterparty for fee sweeps. Play Money's own bank account is already configured as the destination. Fee sweeps go directly from the SPV account to Play Money.

Timing Policy

Take fees in real time when an SPV closes -- do not defer to end-of-month. End-of-month sweeps are only for SPVs that are still actively open and collecting cash. When a close happens, sweep immediately. It is revenue discipline.

How to Initiate a Fee Sweep

1. Navigate to Treasury > Treasury Ops

2. Go to the Fee Sweep tab

3. Select the SPV's checkbox(es) for the investments to sweep

4. Click "Initiate Fee Sweep" -- this will sweep whatever fees remain in the SPV account to Play Money

5. The sweep amount should match the "Revenue to Sweep" figure from the Closing Readiness section

Unlike disbursements, fee sweeps have no approval process. They execute immediately upon initiation.

Verifying the Sweep

After initiating:

• Check the History tab in Treasury Ops -- the sweep should show "Sweep Completed" status

• Verify in Modern Treasury > Payments that the transfer appears

• Confirm the amount swept matches expectations

• The SPV bank account should be at or near zero after capital deployment + fee sweep

Phase 11: Creating a Funding Close

A funding close groups funded investments into a batch, locks them, and notifies investors that their investment has been finalized. This is required before closing the SPV, and can also be used for rolling closes while the SPV remains open.

When to Create a Funding Close

• Full close: All investments are funded, documents are signed, capital has been deployed. Create one funding close for all remaining investments and then close the SPV.

• Rolling close: A batch of investors is funded and the portfolio company is ready to receive that tranche. Create a funding close for just those investments while keeping the SPV open for future investors.

Process

1. Navigate to the SPV show page

2. Click Actions > "New Funding Close"

3. The system will display a summary showing how many investments will be included and the total dollar amount. Review this carefully.

4. Click "Create" -- this is non-destructive. It creates the funding close but does not finalize anything yet.

5. Scroll down to the Funding Closes section on the SPV show page. You will see the new funding close listed as "Active" (not yet settled).

6. Click "Settle" to finalize.

What Happens When You Settle

• Investments are locked. No further changes can be made to the investments in this funding close.

• Investments are recorded as settled in the system.

• Investors are automatically emailed. Each investor in the funding close receives an email: "Your investment in [SPV Name] has been finalized as part of funding close [X]. The startup has received the funds, your executed subscription agreement will be available in your portfolio shortly."

Verifying the Emails

After settling, go to Customer.io and check the Sent activity feed. You should see emails going out to every investor in the funding close with the subject line "Your investment in [SPV Name] has been finalized." Open one or two to confirm the content looks correct.

Bookmark the Customer.io Sent feed -- you will check it regularly to verify automated emails are going out as expected.

Multiple Funding Closes

An SPV can have multiple funding closes over its lifetime. Each one is numbered sequentially (Funding Close 1, 2, 3, etc.). This is how rolling closes work -- earlier batches are settled while the SPV remains open for new investors.

Relationship to SPV Close

When you fully close an SPV (Phase 12), it also creates a funding close for any remaining unsettled investments. However, creating funding closes manually gives you control over exactly which batches are finalized and when.

Phase 12: Closing the SPV

Once all funding closes are settled, capital has been deployed, fees have been swept, and there are no more expected investments, the SPV can be permanently closed.

Process

1. Navigate to the SPV show page

2. Click Actions > "Close SPV"

3. The system will show a confirmation dialog. Review it -- this action is permanent.

4. Confirm to close the SPV.

What Happens

• The SPV transitions to Closed state. It cannot be reopened.

• No additional emails are sent to investors. The funding close emails (Phase 11) already notified them.

• The SPV will no longer appear in active SPV lists or pipeline views.

Virtual Account Cleanup

Each SPV has a virtual bank account in Modern Treasury that costs $2/month. When an SPV is closed, the virtual account should eventually be closed as well. Currently, this is a known gap -- the system does not automatically close the Modern Treasury account when the SPV is closed. Flag this for engineering if the account list grows.

Verification

After closing, check:

• The SPV show page reflects Closed state

• Customer.io -- confirm no unintended emails were sent

• Modern Treasury > Accounts -- the SPV account balance should be $0.00 (all funds deployed + swept)

Phase 13: Post-Close File Management

After the SPV is closed in the platform, the Google Drive folder for the SPV needs to be cleaned up and archived. This is critical for long-term record-keeping -- these documents will be needed for audits, K-1 preparation, and legal reference for years to come.

Saving Executed Documents

When signed investment documents land in the spv-ops / fund-ops mailbox, save them to the SPV's Google Drive folder immediately. Do not let them sit in the inbox.

Documents to save:

• The executed investment agreement (SAFE, convertible note, stock purchase agreement, etc.)

• The rolling funding side letter (if one exists for this close)

• Any Carta-issued documents (see Phase 15)

File Naming Convention

Use the following format for all files. This was decided as a standard -- do not deviate:

• Executed Investment - [Deal Name] - [YYYY-MM-DD]

• Side Letter - [Deal Name] - [YYYY-MM-DD]

Date format is YYYY-MM-DD (e.g., 2026-03-17). This is the universal ISO format that avoids ambiguity between US (MM/DD) and international (DD/MM) conventions.

The date should be the actual signing date, not the date the deal originally opened or the initial purchase date. If a company (e.g., via Carta) keeps the original purchase date on a re-signed document, update the filename to reflect the actual signing date.

Folder Cleanup Checklist

Before archiving, ensure the SPV folder contains:

• All executed investment agreements (with correct dates)

• All side letters (if any)

• Form D acceptance letter

• EIN letter

• Operating Agreement

• Remove temporary files: draft Form D working files, zip artifacts, duplicate copies, incorrectly named files

Archiving the SPV Folder

Once the folder is clean:

1. Move the SPV folder from the Active SPVs directory to SPVs Closed in [Year] (e.g., "SPVs Closed in 2026")

2. This keeps the active folder clean and manageable

3. The closed SPV folders are synced to Box for backup -- do not skip the move, it ensures backup coverage

Note: Active SPV folders are currently still under "admin" in the shared Google Drive (legacy from Zapier). Migration to "fund admin" is in progress. Use whichever location the folders are currently in.

Existing Backlog

There are SPVs that were closed in 2025 and early 2026 whose folders have not been cleaned up. These all need to be reviewed: verify final docs are saved, files are named correctly, junk is removed, and the folder is moved to the correct "Closed in [Year]" directory.

Phase 14: Regulatory Filing -- Form D and CIK

This is a compliance requirement that runs in parallel with the rest of the process. Start this as early as possible because getting a CIK number takes time.

What Is a CIK Number?

A CIK (Central Index Key) is a unique identifier assigned by the SEC. It is required to file a Form D, which is the regulatory filing that legitimizes the SPV as a securities offering.

When to File Form D

From a formal regulatory perspective, the Form D should be filed within a few days of the SPV closing. Technically, it should be filed as investments are being taken. This is why getting the CIK early is important -- you do not want to be scrambling for it at close time.

Process

1. Fill out Form ID to request a CIK number from the SEC. This can be done as soon as the SPV entity is created (right after getting the EIN).

2. Track CIK status in the SPV spreadsheet. There are columns for tracking the Form ID submission and CIK assignment status. Keep these updated.

3. Once you have the CIK and the SPV is closing or closed, file Form D on EDGAR using the CIK.

Why Tracking Matters

Cheryl's FINRA license and the legal validity of our SPVs depend on timely Form D filing. Accurate tracking in the spreadsheet gives Cheryl visibility to confirm that everything is on track without having to ask. Keep the status columns current:

• Form ID submitted date

• CIK received date

• Form D filed date

Phase 15: Carta Management

After SPV documents are signed -- sometimes immediately, sometimes months later depending on the company's timeline -- the portfolio company may issue shares, cap table entries, or SAFE acknowledgments on Carta. These need to be accepted, organized, and backed up.

How You Will Know

Carta notifications are sent to the spv-ops email (transitioning to fund-ops). When you see a Carta notification, it means the company has issued something that needs your attention.

Process

1. Log into Carta (Cheryl will provide access credentials and 2FA setup)

2. Find the pending action for the relevant SPV

3. Accept the investment in Carta and organize it under the correct SPV/entity

4. Download a copy of every document Carta generates (executed agreements, share certificates, cap table entries) and save them to the SPV's Google Drive folder using the standard naming convention (see Phase 13)

Why Download Copies

Do not trust Carta as the sole storage for these documents. People have had trouble accessing historical Carta records, and a decade from now we need to be able to pull these independently. Our Google Drive (backed up to Box) is the source of truth for all SPV records.

IRA Subscription Agreements

In the past, IRA investments required separate offline subscription agreements because they needed different signature lines. With the new system, subscription agreements are generated correctly by the platform for all investment types, including IRAs. You do not need to upload manual subscription agreements for IRA investors.

If a situation arises where the platform-generated subscription agreement is incorrect (e.g., a new signature line requirement), flag it for engineering rather than working around it with manual uploads.

Phase 16: Financial Events During the Year

After an SPV is closed, various events can occur during the calendar year that affect K-1 preparation. These events do not change the SPV's closed status in the platform, but they must be tracked for tax purposes.

Types of Events

When an Event Happens -- 3-Step Process

Step 1: Sign and save documents

When Cheryl signs paperwork related to a financial event, the executed copies will come back to the spv-ops/fund-ops mailbox. Save them to the SPV's Google Drive folder using the standard naming convention (Phase 13).

Step 2: Update Tax Center in the platform

Navigate to Tax Status Updates in admin (use Quick Switch and type "tax"). Create a new tax status update for each affected investor:

• Select the investor and the relevant investment

• Write a clear note explaining what happened and that they should expect a K-1 for this tax year

• This note is visible to the investor in their Tax Center on the platform

Use consistent messaging. Over time, build a library of standard messages for common scenarios (e.g., "The company has completed a new funding round. Your proportionate share of the SPV has changed. You will receive an updated K-1 for the [YEAR] tax year.").

Step 3: Record in Notion

Log the event in the SPV Lifecycle project template in Notion so it is tracked centrally for end-of-year K-1 preparation. Include:

• SPV name

• What happened

• Date of the event

• Which investors are affected

• Whether this will require a manual (non-standard) K-1

End-of-Year K-1 Reconciliation

When K-1 season arrives:

1. Go to Tax Status Updates in admin and filter by the tax year (e.g., 2026)

2. This shows every event you recorded during the year that affects K-1s

3. Cross-reference with the Notion SPV Lifecycle project to ensure nothing was missed

4. For events requiring non-standard K-1s, prepare them manually and upload using the K-1 manual upload feature (see below)

K-1 Manual Upload Flag (Planned Enhancement)

The system auto-generates K-1s for standard investments. For non-standard situations (wind-downs, phantom interest, etc.), you upload K-1s manually. A planned product enhancement will add:

• A "Manually Uploaded" flag on K-1 records so the system never overwrites them during auto-generation

• A notes field explaining why the K-1 was manually uploaded

• An export showing all manually-edited K-1s for review

Until this feature is built, be careful during K-1 auto-generation runs to exclude investments that have had manual K-1s uploaded.

Key Reference Locations

Platform (Admin) Sections

Offline / External Resources

Investor-Facing Resources

When helping investors manually, direct them to their portfolio page:

URL: https://platform.letsplaymoney.com/portfolio

This page shows:

• All their investments

• Pending action items (including pending wire transfers with instructions)

• Number of actions they need to take

Quick Reference: SPV Lifecycle at a Glance

Pipeline Monitoring (Business Pulse > SPV Pipeline)
  │  Deal crosses $30K → discuss with Tina
  ▼
Create Entity (Offline)
  │  1. Get EIN from IRS
  │  2. Enter into SPV Spreadsheet → auto-generates OA + folders
  │  3. Locate portfolio company legal name
  ▼
Set Up in Platform (Admin > SPVs > Edit)
  │  1. Fill in SPV details (name, legal entity, EIN, dates, fees)
  │  2. Upload EIN Letter + Operating Agreement + Investment Agreement
  │  3. All prerequisites turn green
  ▼
KYB Submission (SPV Show Page > Submit for KYB)
  │  Sent to Modern Treasury → 24-48 hrs
  │  Approval email → bank account auto-created
  ▼
Open SPV (SPV Show Page > Open SPV)
  │  SPV goes Draft → Pending
  │  Existing investments auto-dispatched (ACH pulled, wire info sent)
  ▼
Monitor Payments (Admin > Dashboard)
  │  Track pending wires + ACH pipeline
  │  Manual outreach after 7-10 days (especially IRA investors)
  ▼
Pre-Close Review (Business Pulse > Closing Readiness)
  │  1. Verify all investments funded
  │  2. Verify fees + deal term overrides with Tina
  │  3. Confirm closing readiness with Tina + founder
  ▼
Sign Documents (DocuSign / Box Sign)
  │  Company sends docs or we issue docs
  │  Cheryl signs → signed docs land in spv-ops mailbox
  ▼
Wire to Portfolio Company (Treasury Ops > New Disbursement)
  │  1. Create Counterparty → Register with Provider
  │  2. Verify bank details in Modern Treasury
  │  3. Create Disbursement → Approve → Dispatch
  │  4. 24-hour cooling period before wire executes
  ▼
Fee Sweep (Treasury Ops > Fee Sweep)
  │  Sweep remaining fees from SPV to Play Money
  │  No approval needed → executes immediately
  ▼
Funding Close (SPV Show Page > Actions > New Funding Close)
  │  Group funded investments → Settle → Investors emailed
  │  Verify emails in Customer.io
  ▼
Close SPV (SPV Show Page > Actions > Close SPV)
  │  Permanent → SPV cannot be reopened
  ▼
Post-Close File Management (Google Drive)
  │  1. Save executed docs with YYYY-MM-DD naming
  │  2. Clean up folder (remove junk, verify all docs present)
  │  3. Move to "SPVs Closed in [Year]" folder
  ▼
Regulatory Filing (Offline)
  │  File Form D using CIK number on EDGAR
  ▼
Carta (When company issues shares/cap table entries)
  │  Accept in Carta → Download copies to Google Drive
  ▼
Ongoing: Financial Events During the Year
  │  1. Save docs to SPV folder
  │  2. Update Tax Center for affected investors
  │  3. Record in Notion for end-of-year K-1 prep