Investors in an SPV will be indirect holders of securities in the portfolio company. Investors will not invest directly into the company. Instead, the deal lead will pool the capital into a “special purpose vehicle” (SPV), which will then invest into a company. SPVs on Sydecar are formed as Series LLCs, a type of company that provides liability protection. Series LLCs are part of a master series structure in which a master LLC is registered, allowing for a large number of series LLCs to be established under the name of the master LLC without additional registration. Because the master LLC is the only entity that needs to be registered, the master series is more cost-effective (as it avoids the need for annual state fees and registered agent costs). At the same time, because each series will have separate ownership structures, memberships, and operating agreements, the assets and liabilities are insulated from one another.

You have to be an accredited investor to invest in deals offered under Regulation D. Opportunities for accredited individuals will be different from non-accredited individuals, options available for non-accredited investors include certain types of bonds, real estate, equities, and other securities. As defined by the SEC, an accredited investor is an individual who meets one of the following requirements: Individuals with annual income over $200K (individually) or $300K (with spouse or spousal equivalent) in each of the last 2 years and an expectation of the same this year Individuals with net assets over $1 million, excluding the primary residence (unless more is owed on the mortgage than the residence is worth) An institution with over $5 million in assets, such as a venture fund or a trust An entity made up entirely of accredited investors SEC- and state-registered investment advisers Exempt reporting advisers filing with the SEC Individuals with certain professional certifications (Series 7, Series 65, and Series 82 license) "Family Offices” with over $5 million in assets under management and their “family clients,” as each term is defined under the Investment Advisers Act Any entity that holds over $5 million in investments and that was not formed for the specific purpose of investing in the securities offered