Sydecar’s Additional Closes feature gives SPV leads the flexibility to raise more capital within the same vehicle, whether the target company needs funds before the raise is complete or the total allocation increases.
For a detailed step-by-step guide on how to use this feature in practice, see our Additional Closes product walkthrough.
FAQ
When should an SPV lead use Additional Closes?
There are two common use cases for Additional Closes:
- An SPV lead wants to disburse capital to the target company even though some investors are not ready to fully fund their commitment.
- An SPV lead is granted an increased allocation by the target company and wants to raise more capital from current or new investors.
Does an SPV lead have to request Additional Closes at deal creation?
No. SPV leads don’t need to indicate plans for Additional Closes when setting up a deal. They can indicate that there will be an Additional Close at the time of the first close. However, all Additional Closes must occur within 45 days of the initial close (referred to throughout this article as the “45-day deadline”).
Can an SPV Lead request an initial close if they haven't raised the full amount in the purchase agreement?
Yes. SPV leads can request an initial close before the full amount in the purchase agreements has been raised, subject to Sydecar approval. The “closing amount” refers to the total value of all purchase agreements submitted to Sydecar.
Here are some examples of how the closing amount is calculated:
Scenario 1 (one standalone agreement):
- A purchase agreement of $75,000 is executed.
- A disbursement of $20,000 is made.
- A disbursement of $55,000 is made.
Scenario 2 (all “standalone” agreements):
- A purchase agreement of $25,000 is executed.
- A disbursement of $20,000 is made.
- A second purchase agreement of $50,000 is executed.
- A disbursement of $55,000 is made.
Scenario 3 (standalone agreement + N amendments):
- A purchase agreement of $25,000 is executed.
- A disbursement of $20,000 is made.
- A disbursement of $5,000 is made.
- The first purchase agreement is amended to reflect a total purchase price of $75,000.
- A disbursement of $50,000 is made.
Sydecar retains discretion to refuse signing for amounts that surpass the total capital raised. Requests to exceed this threshold are subject to case-by-case evaluation.
What is a Final Close?
A Final Close signals the end of the fundraising period for an SPV. After this point, no new investors can be added, and no Additional Closes can be requested. Once the Final Close is processed and funds are wired to the target asset, the SPV is officially closed to further fundraising.
Can an SPV be “reopened” after the 45-day deadline has passed?
No, an SPV cannot be “reopened” to accept additional capital once the 45-day deadline has passed. All Additional Closes must occur within 45 days of the initial close. After that, the SPV is considered closed.
Can Additional Closes be requested after a Final Close has been submitted?
No. An SPV lead cannot request Additional Closes after a Final Close has been requested and funds have been sent to the target asset.
Which investors are included in each close?
- For the initial close: Only investors who have already signed and fully funded their commitments at the time of the initial close.
- For any subsequent closes: Any new or existing investors who have already signed and fully funded their commitments within 45 days of the initial close.
Any eligible investors who are not ready at the time of the initial close will be automatically included in the next scheduled close.
Do investors need to fully fund their commitment to be included in a close?
Yes. Investors must fully fund their commitment to be included in any close. Investors who are under- or overfunded can be included in a subsequent close once they’ve funded the exact amount stated in their purchase agreement. SPV leads can view participating investors during the close request process.
.png?width=688&height=510&name=additional%20closes%20screenshot%202%20(revised).png)
How much does an Additional Close cost?
Each Additional Close that occurs after the initial close incurs a flat $3,000 fee. This surcharge does not count toward the Sydecar fee cap of $12,500. The full amount raised across all closes is subject to Sydecar's standard 2% fee, with no changes to the minimum ($4,500) or maximum ($12,500 for single-close deals).
The surcharge is applied at the time of the Additional Close.
All fees, including Additional Close surcharges, are allocated pro rata across all investors for tax purposes, regardless of which Additional Close an investor joined.
|
Amount Raised for first “Additional Close |
Amount Raised in 2nd Close |
Total Deal Size |
Base Sydecar Fee (2%) |
Additional Close Fee |
Total Fee to Sydecar |
|
$100,000 |
$100,000 |
$200,000 |
$4,500 (min fee applied) |
$3,000 |
$7,500 |
|
$200,000 |
$100,000 |
$300,000 |
$6,000 |
$3,000 |
$9,000 |
|
$300,000 |
$100,000 |
$400,000 |
$8,000 |
$3,000 |
$11,000 |
|
$500,000 |
$100,000 |
$600,000 |
$12,000 |
$3,000 |
$15,000 |
|
$750,000 |
$100,000 |
$850,000 |
$12,500 (max single-close fee) |
$3,000 |
$15,500 |
|
$1,000,000 |
$250,000 |
$1,250,000 |
$12,500 |
$3,000 |
$15,500 |
|
$1,500,000 |
$250,000 |
$1,750,000 |
$12,500 |
$3,000 |
$15,500 |
|
$2,000,000 |
$250,000 |
$2,250,000 |
$12,500 |
$3,000 |
$15,500 |
Where can an SPV lead see deal fees?
An SPV lead can see these fees on the Deal Page scoreboard and “Calculations” modal:
We also show a detailed breakdown of all fees associated with each close in the “Calculations” modal.
What happens if the 45-day window is missed?
Sydecar will begin sending daily reminders starting 14 days before the 45 day closing deadline. If an SPV lead has not executed a Final Close within 45 days of the first close, Sydecar may proceed with a Final Close or return unallocated funds to investors.
Is this available for all SPVs?
Yes. Additional Closes is available for all Sydecar standalone SPVs.
Is this available for all Fund+ SPVs?
No. Additional Closes is not available to Fund+ SPVs, including co-investor vehicles.
Will investors be notified when they are participating in an SPV that has multiple closes?
Yes. Investors will receive confirmations for each close they participate in, as well as refund notices if applicable.
Do all investors need to participate in every close?
It is not required that every investor participate in each close.
Can investors fund in parts, like a capital call?
No. Each investor must fund their full commitment for each close
If an SPV lead wants to raise capital via capital calls, consider using Sydecar Fund+.
Will SPV leads see each close separately in their dashboard?
Yes, SPV leads can see each deal’s status on the Lead page.
Coming Soon: Investor Participation Across Multiple Closes
Soon, investors will be able to participate in multiple closings within the same SPV.
If an SPV raises in stages, investors will have the opportunity to invest in each available close, making it easier to adjust commitments as opportunities evolve.
Stay tuned for more details on how this will work and what steps investors and Deal Leads need to take.
Still have questions? Contact our Customer Experience team at operations@sydecar.io — we’re happy to help.
The ability to utilize Additional Closes is provided as a flexible fundraising tool within Sydecar, but does not constitute legal advice.
SPV leads should consult their own legal counsel to determine whether multiple closes are appropriate for their specific SPV structure, investment documents, and investor obligations.