Frens Syndicate gives investors access to private company secondary opportunities through deal-specific SPVs.
An SPV, or special purpose vehicle, is a legal entity created for one investment opportunity. Investors subscribe into the SPV, and the SPV buys or holds the shares in the target company. This keeps the process simple: the company and seller deal with one buyer, while investors participate pro-rata through the SPV.
Before launching a deal, Frens reviews the seller, their right to sell, available ownership records, transfer requirements, ROFR process and the expected legal pathway for completing the transfer.
This can include Carta records, share certificates, option exercise documents, company communications, cap table extracts, seller transaction documents and other relevant records.
Frens only launches deals where we are comfortable with the seller, the available ownership evidence and the transfer process.
Private company share transfers often require company approval. They may also be subject to ROFR, which means “right of first refusal.”
If ROFR applies, the company, existing investors or other shareholders may have the right to buy the shares before they are transferred to the SPV. Frens and the seller generally work through the company’s official process and request that the company waive or clear the ROFR.
The investment is confirmed once the transaction closes. This means investor funds have been received, documents are signed, approvals are complete, ROFR has been cleared or waived, and the share transfer has been completed.
Frens uses Allocations.com for SPV setup, investor onboarding, subscription documents, funding workflows, cap table records, tax documents, administration and distributions.
Allocations.com is a US-based fund administration platform for SPVs, funds and offshore structures. Its public profile states that it administers over US$3B across 1,800+ funds and 30,000+ clients. Allocations has raised venture funding from backers including DHVC, Flex Capital, Genesis Accel, W5 Group and What If Ventures. Its affiliated broker-dealer, Allocations Securities, LLC / AllocationsX, is registered with the SEC as a limited purpose broker-dealer and ATS, and is a FINRA and SIPC member.
Each SPV is created for a specific investment and is legally separate from Frens. The SPV is designed to continue holding the underlying shares for investors even if Frens stops originating new deals.
Investors fund through the Allocations.com process into a dedicated account for the SPV.
Investors can generally fund using USDC or bank transfer, depending on the options available for the specific deal. On-ramp or off-ramp fees may apply.
Funds are released to the seller only when the required documents, approvals and closing conditions are complete. If the deal does not close, funds are generally returned to investors, less any non-refundable costs set out in the deal documents.