HOW IT WORKS / OUR SPV MODEL EXPLAINED

A single-company
fund, every time.

Zhenzhen invests deal by deal. Every time we identify an opportunity worth backing, we form a dedicated Special Purpose Vehicle — a protected series under Zhenzhen Ventures Series LLC — and open it to accredited investors. You choose which deals you like. No blind pool, no ten-year lock-up, no capital called on bets you didn't make.

Investment structureFee structureReturnsDefinitions
01
STRUCTURE

Investment structure.

Each Zhenzhen SPV is its own limited partnership, registered in Delaware as a protected series of Zhenzhen Ventures Series LLC. The SPV's only asset is its position in a single company. The only investors are accredited LPs who chose that particular deal.

When an SPV fills its allocation, it executes the investment — typically preferred equity in a priced round, or secondary units purchased from early employees or prior investors. The cap-table entry at the portfolio company shows the SPV as a single holder of record. Zhenzhen acts as General Partner and manages the position through to a liquidation event.

LIMITED PARTNERSTHE SPVPORTFOLIO COMPANYIndividualACCREDITEDFamily officeACCREDITEDTrust / EntityACCREDITEDCAPITAL · $25K+SUBSCRIPTION AGMT.Zhenzhen SPV-NPROTECTED SERIES LPSINGLE COMPANYDELAWARE-REGISTEREDSEGREGATED LIABILITYINVESTMENTPREFERRED SHARESPortfolio Co.LATE-STAGE · AI / WEB3PRE-IPO SECONDARYHELD UNTIL EXITLIQUIDATION PROCEEDS — RETURNED 100% OF CAPITAL, THEN 85/15 LP/ZHENZHEN CARRY
Capital flows left to right on subscription. Proceeds flow right to left on exit, net of fees and carry.

02
DEFINITIONS

The language.

SPV
Special Purpose Vehicle. A single-investment limited partnership formed to hold one position in one company. Zhenzhen creates one for every deal it underwrites.
Protected series
Delaware Series LLC structure under which each SPV's assets, liabilities, and LP register are legally segregated from every other series.
Limited Partner (LP)
An accredited investor who subscribes to an SPV. LPs share pro-rata in the SPV's gains and losses but have no operational role.
General Partner (GP)
Zhenzhen. Sources the deal, runs diligence, manages the investment, and executes the exit on behalf of LPs.
Units
Your pro-rata share of an SPV. Units represent economic interest in the SPV's single position — not direct ownership of the underlying company's shares.
Capital call
The moment after subscription when Zhenzhen wires committed capital into the SPV's operating account and executes the investment. For Zhenzhen SPVs, this typically happens within 7–14 days of the SPV closing.
Liquidation event
Any transaction that converts the SPV's position into cash — an IPO followed by share sales, an acquisition of the portfolio company, or a secondary sale of the SPV's stake to another institutional buyer.
03
ECONOMICS

Fee structure.

Three line items: a modest annual management fee for the first three years, a one-time admin reserve at subscription, and performance-based carried interest paid only after LPs have received back 100% of their contributed capital.

MANAGEMENT FEE
1.5–2.0%
Per year, for the first three years of each SPV. Covers ongoing investment oversight, board-observer time, legal review, and portfolio monitoring. Stops automatically in year four.
ADMIN RESERVE
2.5–4.0%
One-time, deducted from committed capital at subscription. Covers SPV formation, legal counsel, fund administration, audit, K-1 preparation, and annual tax filings for the life of the SPV.
CARRIED INTEREST
15%
Paid only on profits. LPs receive 100% of contributed capital back first. Any proceeds beyond that are split 85% to LPs, 15% to Zhenzhen as carry.
Actual fees for each SPV are disclosed in that SPV's Limited Partnership Agreement and Private Placement Memorandum. They may vary modestly based on deal size and co-investor terms. All fees are disclosed before you sign.

04
RETURNS

How LPs make money.

You realize a return when the underlying company goes through a liquidation event. At that point, the SPV receives proceeds from the sale or IPO of its shares, pays out fees and expenses, returns 100% of contributed capital to LPs, and then distributes the remaining profit — 85% to LPs pro-rata, 15% to Zhenzhen as carry.

Most late-stage venture and pre-IPO secondary positions resolve in three to five years, though this varies. Zhenzhen also operates an interim secondary program: LPs who want liquidity before a full exit can offer their units to other accredited investors on our platform. We facilitate the match; we don't guarantee the sale.

TYPICAL HOLD
3–5 years
Late-stage privates and pre-IPO secondaries.
WATERFALL
100% → 85/15
Return of capital first, then carry.
LIQUIDITY
Secondary program
Match-based, not guaranteed.
DISTRIBUTIONS
In cash or shares
At the SPV's discretion on exit.
WHAT YOU SHOULD KNOW
  • Venture investments are illiquid. Capital is locked until the underlying company has a liquidity event.
  • Returns are never guaranteed. You can lose your entire investment.
  • Past performance is not indicative of future results.
  • A successful secondary match is not guaranteed. Build a diversified book across multiple SPVs.
WE'RE HERE TO HELP

Still have questions about how the SPV model works?

Read the FAQ, or reach out to our investor-relations team directly. We'll walk you through a live SPV end to end.

Talk to our teamRead the FAQ