If you are organizing an SPV that is investing in another SPV, a fund, a secondary transaction, cryptocurrency, or anything else aside from a private company, you may be making a “non-qualifying investment.” If the total value of investments that you manage is greater than $150M, you may:

1) have to register as an investment advisor with the SEC

2) be limited to raising money from qualified clients, and

3) have to audit financials annually

Before making this type of investment, you may want to read more about pursuing a “non-VC” strategy and consult counsel.