SPV Lifecycle

Every SPV progresses through a series of stages that determine what actions are possible. Understanding these stages is essential for managing deals and investments.

Lifecycle Diagram

There are two paths from Draft to Pending:

• Normal open (preferred) -- KYB is approved, an operating account exists, and the admin opens the SPV. This is the standard path. See Opening an SPV.
• Emergency open (last resort) -- KYB is not yet approved and there is genuinely no alternative. A temporary suspense account is created under the master LLC, which creates significant operational complexity. Only use when the normal path is truly impossible. See Emergency Opening.

Stages Explained

Draft

The SPV has been created but is not yet ready to accept investments.

• What's happening: The SPV exists in the admin panel. Deal details are being finalized, documents uploaded, and the SPV is being set up.
• What's allowed: Editing all SPV details, attaching documents, configuring fees, submitting KYB verification.
• What's not allowed: No investments can be submitted, no payments can be initiated.
• How it moves forward: An admin opens the SPV (normal or emergency).

Pending (Open)

The SPV is open and actively accepting investor commitments.

• What's happening: Investors can browse the deal, commit investment amounts, and submit payments. This is the active fundraising phase.
• What's allowed: New investments, payment processing, investor management.
• What's not allowed: The SPV cannot be closed until all prerequisites are met (see Closing an SPV).
• How it moves forward: Once fundraising is complete, an admin closes the SPV.
• Suspense account warning: If the SPV was emergency-opened, investor funds are sitting in a suspense account under the master LLC — not the SPV entity. Once KYB is approved and the operating account is provisioned, an admin must sweep funds from suspense to operating immediately.
• Migration note: All V1 pending SPVs were automatically migrated to the V2 payment infrastructure during deployment. They now have virtual accounts and support the full range of V2 payment operations (ACH, wire, funding closes, disbursements).

Closed

The SPV has been closed to new investments. Capital has been (or is being) deployed.

• What's happening: No new investments are accepted. Existing investments are finalized. Funds are settled and can be disbursed to the portfolio company.
• What's allowed: Viewing investment details, managing settled investments, disbursing funds.
• What's not allowed: New investments, reopening the SPV.

Cancelled

The SPV has been cancelled and will not proceed.

• What's happening: The deal has been abandoned or the SPV is no longer needed. All active investments and funding closes are also cancelled.
• What's allowed: Viewing historical data only.
• What's not allowed: No actions can be taken on a cancelled SPV.

Key Points for Admins

• Draft is the setup phase -- take your time getting everything right before opening.
• Opening an SPV triggers real actions -- virtual accounts are created, compliance checks may fire, and investors can start committing money. See Opening an SPV.
• Emergency opening is a last resort -- it creates split funding accounts and significant operational complexity. Only use when there is genuinely no alternative (e.g. IRS outage, multi-week compliance backlog with a hard contractual deadline). See Emergency Opening.
• Closing is permanent -- once an SPV is closed, it cannot be reopened. Make sure all investments are in order first. See Closing an SPV.
• Cancelling affects investors -- any active investments will be cancelled too. See Cancelling an SPV.