Sydecar's Additional Closes feature allows flexibility in managing deals by allowing SPV leads to raise capital without spinning up a separate SPV even when there's an increase in total allocation or if the target company requires funds even when fundraising hasn't been completed.
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 now even when some investors are not ready to fully fund their commitment. An SPV lead wants to disburse capital to the target company now, while planning to include remaining investors later.
- An SPV lead is granted an increased allocation by the target company and wants to raise more capital from current or new investors. The SPV lead wants to raise more capital, either from existing investors or new ones.
Does an SPV lead have to request Additional Closes at deal creation?
No. An SPV lead does not need to indicate whether they will require Additional Closes when creating a deal. An Additional Close can be requested at the time of the first close but any Additional Closes would need to occur within 45 days of the initial close (referred to as “45-day deadline” throughout this article).
Can my SPV hold two or more closes across calendar years?
No. An SPV cannot complete closes in separate calendar years. If your SPV held a close in Year 1 and you raise additional investor capital, that capital must be closed on before the end of Year 1.
What if an SPV Lead doesn’t raise the full amount in the purchase agreement?
An SPV lead can request a close before raising the full amount listed in the purchase agreement(s). This is subject to Sydecar approval. The “closing amount” refers to the total value of all purchase agreements provided 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?
An SPV Lead selecting a Final Close marks the end of the fundraising period for an SPV. After a Final Close, no new investors can be added, and no Additional Closes can be requested. Once the Final Close is completed and funds are sent to the target asset, the SPV is officially closed for fundraising.
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 completed 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 prior to the subsequent close request within 45 days of the initial close.
If an SPV lead uses Additional Closes, any eligible investors who are not ready at the time of the current close will be automatically included in the next scheduled close within the 45-day closing deadline, as long as they have signed and funded.
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. Underfunded or overfunded investors can be added to a subsequent close once those investors have funded the amount they signed for. The SPV lead is shown which investors are participating in a given close in the close request flow.
How much does an Additional Close cost?
Each Additional Close that occurs after the first incurs a flat $3,000 fee, giving an SPV lead the opportunity to raise additional funds in a subsequent close to help offset the cost. This surcharge does not count toward the Sydecar fee cap. 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).
Fees are 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.
Is this available for all SPVs?
Yes. Additional Closes is available for all Sydecar standalone SPVs approved after May 12, 2025.
Is this available for all Fund+ SPVs?
Fund+ SPVs, including co-investor vehicles, cannot use Additional Closes.
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 participate in more than one close?
Yes, 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.
To increase an investor’s allocation from a previous close, navigate to the cap table, locate the LP, and select the “Increase Allocation” action.
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 the status of each close in their dashboard?
Yes, an SPV lead can see each deal’s current status and how many closes it has done on the Lead page.
Still have questions? Contact our Deal Operations team at operations@sydecar.io — we’re happy to help.
Additional Closes is provided as a flexible fundraising tool within Sydecar, but does not constitute legal advice.