🚀Creating a deal

Updated as of: Aug 30, 2023

Login on Allocations

1. Login or Sign with:

   • an Email ID and Password; OR

   • a Magic Link sent to your Email ID

*If you don't have or have forgotten your password, click on "Forgot Password" to reset

Create an SPV on Allocations

2. Once you've successfully logged in, navigate to "Deals" section

3. Click on Create new (SPV deal)

4. Type your Deal Name

This is the name of your SPV deal on Allocations, and on the deal page for investors.

[Not the name of the SPV entity]

Consider using a unique name that utilizes some or all of the following: name of the Portfolio Company/Asset, Syndicate, VC/PE Fund, SPV entity, and Master Series.

5. Click on New organization OR select an Organization Account from the dropdown just above

Organization Account is the name of your umbrella account on Allocations. For eg: this could be the name of the Syndicate, VC/PE Fund, or Company. [If none of these apply, type the name of the Individual Fund Manager]

6. Type the name of your Organization account, and Click on Create

7. Click on Create, to initiate the SPV deal setup

8. Next, complete the Deal Submission form

9. First, confirm the acceptance of the Master Services Agreement, after having reviewed it below

10. Choose the appropriate Product Type

    Refer to the Pricing link to review the SPV Product options

Note that Micro & Standard can only be used to invest into qualifying venture investments, i.e. direct investment into a portfolio company (eg: SAFEs, Convertible Notes, other Promissory Notes, Preferred or Common Stock Equity investments)

11. Click on Save & next step - Manager Profile

12. Next, choose a profile of the individual or the entity that will be appointed as the SPV's "Manager"

13. (If you don't have a Profile created yet) Click on Create new profile)

14. Choose the appropriate Type

    Enter the requested information in the provided form

    Click on 'Save new entity'

Types: Myself/Individual, LLC/Corp/Partnership/Trust/Self-Directed IRA

IMPORTANT:

• Please enter accurate and complete information, such as Phone Number, Full Legal Name, Address, DOB/DOF, Tax ID; as listed on your government-issued ID/letters/documents.

15. Select the appropriate Profile by clicking on it

16. Click on Save & next step - SPV Details

17. Input all the SPV-level details as requested

18. Input a Deal Memo that will be displayed on the Deal Page for SPV Investors to review (Optional)

19. Click on Save & next step - Upload Documents

20. Upload the requested files

• SPV/PortCo's Pitch Deck (Optional; displayed on the deal page for investors)

• PortCo's Termsheet/Purchase/Investment Agreement/SAFE (Needed for Allocation's review; can be provided at the Closing stage)

• PortCo's Wire Instructions (Optional; can be provided at the Closing stage)

21. Click on Save & next step - Final details about Asset & SPV

22. Include underlying Investment/Asset-level details as requested

23. Next, select a Master Series from the drop-down (if available)

    If you don't have a Master Entity in the drop-down:

    Click on '+ New master entity'

24. Enter the Name of the Master Entity

The master entity is the umbrella entity set up in Delaware, under which all your Series entities will be set up, where each Series entity represents a distinct SPV.

1. If you don't have a Master entity established, Allocations can create a Master entity for you. In which case, for:

   • "Legal name": Enter a desired name for the Master entity [Check LLC name availability here]

   • ✅ (Check) the appropriate options below

   • Click on 'Create'

2. If you do have a Master entity established:

   • "Legal name": Enter the name of your Master entity

   • Upload the entity's Certificate of Formation

   • Click on 'Create'

3. If you don't have a Master entity AND don't want to setup a new Master entity:

   • "Legal name": Enter "Allocations Funds LLC"

   • Click on 'Create'

25. Next, select from the options available for legal documents of the SPV

Options available:

• Allocations Templates (our standard templates)

• Allocations Redlined Templates (redline our standard templates)

• Allocations-approved Custom Docs (use a template previously reviewed by Allocations)

• New Custom Docs (use a new set of docs that need to be reviewed by Allocations)

26. Complete the Compliance section

• Select the appropriate Offering Type:

  • Rule 506(b): Private Placement with self-accredited investors

  • Rule 506(c): General Solicitation with investors needing to prove their accreditation

• Select the appropriate Investor Type:

• Select the appropriate Advisor (ERA/IRA) option for the SPV [Note: Please consult with your Attorney/Counsel to understand Adviser requirements on your SPV. Allocations cannot provide legal advice]:

  • Allocations ERA Entity: Choose this option to engage Allocations as the ERA on this SPV

  • Not Applicable

  • Other: If you choose 'Other', type in the name of the Advisor

Complete the Compliance section

27. Select the appropriate Banking Provider option from the drop-down

• Allocations Banking Provider

• Custom - Choose 'Custom' if:

  • You'd be setting up and managing a Bank Account for the SPV independently - Enter the name of the bank

  • You'd like to utilize Allocations Banking Provider for onboarding investors through USDC - Enter 'Allocations USDC Banking Provider'

28. Click on Save & next step

29. Click on checkbox to confirm your deal submission

30. Submit your deal

Stand by to hear from the Allocations team regarding next steps (<1 business day). Feel free to reach out to [e-mail]

Post-deal form submission on Allocations

Meanwhile, you can review and get acquainted with the other pages you will have access to during your SPV management process.

31. Click on View page

This is the first page SPV Investors will view, before e-signing and committing to the SPV. Leverage this page to display a pitch deck, deal memo, and some other basic info about the SPV .

32. Click on Investors

This is the section from where you can track Investors as they move through the funnel, from viewing to committing to wiring.

33. Click on Banking

This is the section that will display real-time debits/credits in the SPV's bank account (if Allocations sets this up)

34. Click on Documents

This is the section that will populate all the deal-related documents, such as - Investor-signed subscription documents, side letters, uploaded pitch decks, term sheet, portfolio company's wire instructions, SPV's wire instructions, Order Form, etc.

Click on Documents