Qualifying companies should have at least $100k USD in combined commitments from investors wishing to invest but who do not meet the minimum investment threshold as set forth by the company.

For example, in early-stage financings, the typical minimum investment threshold is $25k-$50k. So ideally, you should have a handful of investors (i.e. angels, corporates or customers), each wanting to invest $5k-$50k.

Note: the minimum check we can accept is $1k USD.

We can execute the SPV rollup in the form of a SAFE, convertible note, preferred equity or common equity round.

Yes. The minimum acceptable investment is $1k USD. However, you can increase this minimum to an amount of your choosing.

You can also set a maximum investment threshold if you wish to cap ownership among participating investors.

Yes. An SPV rollup is a great option if you have multiple customers wanting to invest in your company, but don’t want them crowding your cap table.

A rollup is also a great option if you have corporate investors, but want to avoid potential conflicts with their competitive counterparts.

For example, if your company sells software to both Google and Microsoft, a direct investment by Microsoft may put pressure on your company to maintain exclusivity and not do business with Google, thus impeding your company’s growth.

By limiting corporate investors to non-voting minority stakes via SPV rollup, you can minimize potential conflicts of interest and avoid becoming beholden to a corporate investor.

No. Your company can be located in most countries. However, there may be additional fees required for international tax & compliance reporting, as well as FX fees for international wire transfers.

Our back office is operated by AngelList, the global leader in SPV formation and fund administration.

Fees are a flat $10k USD + filing fees for a first-time investment and $5k USD + filing fees for a follow-on investment, pro-rated across participating investors.

State and Provincial regulatory filing fees can vary depending on where your company is domiciled. Typically, these fees amount to approximately $1,200, pro-rated across participating investors.

To learn more about regulatory fees, click here.

Yes, your company may choose to pay the setup fees (or a portion of the fees) instead of investors.

Once we set up the deal room, you’ll receive an invite link to share with your investors. Alternatively, if you provide us with a list, we can send email invites to each investor.

Note: General solicitation is not supported, and you are prohibited from sharing, advertising or publicizing the deal to people you do not personally know.

To learn more about general solicitation, please click here.

Yes. All investors must be accredited, as per the US accreditation guidelines available here.

Yes, provided they meet US accreditation & KYC requirements.

Yes. If you have more investor demand than anticipated, you can accept more capital – the SPV can raise multiple millions of dollars if needed.

Before closing, you’ll have the option to scale-back investors to fit within your allocation limit.

Yes. Your deal room and company information remain entirely private. Nothing is shared publicly, and the only way for someone to view the deal room is via the link you give them.

If the Allied Investor Network is invited to the deal, each of our investors is under strict NDA and prohibited from sharing any information.

From the deal page, investors choose how much they would like to invest. Once confirmed, they are given wire instructions.

Once the wire is received, their investment is automatically completed, and they are sent the subscription agreement documents via email.

Investors may also choose to fund their investment with USDC via the Ethereum network.

The rollup is structured as an SPV (Special Purpose Vehicle) created specifically to invest in the company.

The SPV is a Delaware series Limited Partnership.

We can execute the SPV rollup in the form of a SAFE, convertible note, preferred equity or common equity round.

AngelList will send out IRS Forms K-1 and CRA Form T5013 to all investors, both Canadian and non-Canadian, in any year in which there is taxable income or deductible expenses.

See tax consequences for US investors in a US company

See tax consequences for Canadian investors in a US company

See tax consequences for non-Canadian investors in a Canadian company

See tax consequences for Canadian investors in a Canadian company

Yes. This is a major selling point among US investors, allowing them to defer taxes on their angel investments.

Generally, yes, provided both the company and investor satisfy the requirements for QSBS eligibility.

More information is available here.

Yes. We work directly with your corporate counsel throughout the closing process.

An SPV rollup is economically similar to a direct investment, with the primary exception being that the individual investors are not listed on the cap table.

Additionally, participating investors inside the SPV do not have voting or information rights that direct shareholders may sometimes receive.

Rollup investors don't invest directly in the company. Instead, they invest in a special purpose vehicle (SPV) that is created specifically to invest in the company, with the SPV being the official shareholder on the company’s cap table.

The vehicle is formed as a Delaware series Limited Partnership, and participating individual investors do not have voting or information rights.

Since the SPV is the official shareholder, the SPV will determine how to vote, as outlined below:

1) In a standard SPV, Allied Venture Partners is designated as the SPV lead and will decide how the SPV votes based on the direction of the company’s management team, or in-line with the majority of shareholders.

2) The company’s management team may choose to poll SPV members to determine a vote.

3) Allied can provide a standard proxy and power of attorney agreement, thus assigning the SPVs voting rights to the founder or other company shareholders. We will disclose this voting proxy to investors via the deal room and subscription documents.

Note: unless you are raising as equity, SAFE or note holders do not gain voting rights until converted into equity in the company.

If we previously executed an SPV rollup, and your company goes out to raise your next round of funding, we can run another SPV rollup for the new round.

This is a great way to allow previous investors to continue supporting the company while also rolling up any new investors who do not meet the minimum threshold for direct investment.

For follow-on investments, our setup fees are cut in half to only $5k USD + filing fees.

Yes. We encourage you to share updates with your investors either directly via email or send us the update, and we’ll pass it along to all participating investors.

The short answer: premium white-glove service backed by the best SPV provider in the world.

Prior to launching Allied, we spent months meeting with and assessing back-office providers. Ultimately, we chose to partner with AngelList – the global leader in SPV and back-office fund administration.

Yes, there are other platforms that offer SPV and fund formation services at a slightly cheaper rate. However, one of the critical questions we had to ask was: What if the platform provider itself goes out of business?

This became reality in November 2022 when the 2nd largest SPV and fund formation platform, Assure, announced they were shutting down.

We can only imagine the legal and administrative nightmare for Founders and Investors as they receive stacks of legal docs, paperwork, and thousands of dollars in subsequent legal bills to continue managing investors.

For this reason, we firmly believe that we get what we pay for and are beyond happy to partner with AngelList. The platform is truly world-class, and the team continues to innovate with new products and features each quarter.

The company itself is now worth over $4B (with more than $3B AUM) and is backed by some of the most prominent institutional investors in the world.

Traditionally, the primary drawback of raising money using an SPV is that it can be a complex and time-consuming process.

For example, it can take considerable time to hunt-down signatures and wires from each participating investor.

With the Allied SPV rollup in partnership with AngelList, our mission is to eliminate these traditional drawbacks and streamline this process as much as possible, so you can quickly raise funds and get back to running your business.

We handle everything from deal room creation, wire transfers and subscription agreements, to ongoing tax and compliance reporting for all participating SPV investors.